FIRST COVA VARIABLE ANNUITY ACCOUNT ONE
497, 1999-05-28
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                     STATEMENT OF ADDITIONAL INFORMATION

            INDIVIDUAL FIXED AND VARIABLE DEFERRED ANNUITY CONTRACT

                                   ISSUED BY

                    FIRST COVA VARIABLE ANNUITY ACCOUNT ONE

                                      AND

                       FIRST COVA LIFE INSURANCE COMPANY



THIS IS NOT A PROSPECTUS.  THIS  STATEMENT OF ADDITIONAL  INFORMATION  SHOULD BE
READ IN  CONJUNCTION  WITH THE  PROSPECTUS  DATED MAY 1, 1999 FOR THE INDIVIDUAL
FIXED AND VARIABLE DEFERRED ANNUITY CONTRACT WHICH IS DESCRIBED HEREIN.

THE PROSPECTUS  CONCISELY  SETS FORTH  INFORMATION  THAT A PROSPECTIVE  INVESTOR
OUGHT TO KNOW BEFORE  INVESTING.  FOR A COPY OF THE PROSPECTUS CALL OR WRITE THE
COMPANY AT: One Tower Lane, Suite 3000, Oakbrook Terrace,  Illinois  60181-4644,
(800) 831-LIFE.

THIS  STATEMENT  OF  ADDITIONAL  INFORMATION  IS  DATED MAY 1, 1999.


                               TABLE OF CONTENTS




                                                                Page


COMPANY.......................................................   3

EXPERTS.......................................................   3

LEGAL  OPINIONS..............................................    3

DISTRIBUTION.................................................    4

CALCULATION OF PERFORMANCE  INFORMATION......................    4
Total  Return................................................    4
Historical  Unit  Values.....................................    5
Reporting  Agencies..........................................    5
Performance Information......................................    6

FEDERAL TAX STATUS...........................................    7
General......................................................    7
Diversification..............................................    8
Multiple  Contracts..........................................    9
Contracts  Owned  by  Other  than  Natural  Persons..........    9
Tax  Treatment  of  Assignments and Transfer of Ownership....   10
Income  Tax  Withholding.....................................   10
Tax  Treatment  of  Withdrawals - Non-Qualified  Contracts...   10
Qualified  Plans.............................................   11
Tax  Treatment  of  Withdrawals  -  Qualified  Contracts.....   12

ANNUITY  PROVISIONS..........................................   13
Variable  Annuity............................................   13
Fixed  Annuity...............................................   13
Annuity  Unit Value..........................................   14
Net  Investment  Factor......................................   14
Mortality  and  Expense  Guarantee...........................   14

FINANCIAL  STATEMENTS........................................   14

                                    COMPANY

First Cova Life Insurance  Company (the  "Company") was organized under the laws
of the state of New York on December 31, 1992. The Company is presently licensed
to do  business  only in the state of New York.  The  Company is a  wholly-owned
subsidiary of Cova Financial  Services Life Insurance  Company ("Cova Life"),  a
Missouri  insurance  company.  On December 31, 1992,  Cova Life acquired  Wausau
Underwriters Life Insurance Company  ("Wausau"),  a stock life insurance company
organized  under the laws of the state of Wisconsin.  On April 16, 1993,  Wausau
was merged into the Company, with the Company as the surviving corporation.

On June 1, 1995, a  wholly-owned  subsidiary of General  American Life Insurance
Company ("General  American") purchased Cova Life from Xerox Financial Services,
Inc. The  acquisition  of Cova Life included  related  companies,  including the
Company.  On June 1,  1995,  the  Company  changed  its name to First  Cova Life
Insurance Company.

General American is a St. Louis-based mutual company with more than $300 billion
of life insurance in force and  approximately $24 billion in assets. It provides
life and health insurance,  retirement plans, and related financial  services to
individuals and groups.

                                    EXPERTS

The statutory statements of admitted assets, liabilities,  and capital stock and
surplus  of the  Company  as of  December  31,  1998 and 1997,  and the  related
statutory statements of operations, capital stock and surplus, and cash flow for
each of the years in the  three-year  period ended  December  31, 1998,  and the
statement of assets and  liabilities of the Separate  Account as of December 31,
1998, and the related  statement of operations for the year then ended,  and the
statements of changes in net assets for the year then ended and the statement of
changes in net assets for the period from  commencement  of  operations  through
December 31, 1997,  have been  included  herein in reliance  upon the reports of
KPMG LLP, independent certified public accountants,  appearing elsewhere herein,
and upon the authority of said firm as experts in accounting and auditing.

                                LEGAL OPINIONS

Blazzard, Grodd & Hasenauer, P.C., Westport,  Connecticut has provided advice on
certain  matters  relating  to the  federal  securities  and  income tax laws in
connection with the Contracts.

                                 DISTRIBUTION

Cova Life Sales Company ("Life Sales") acts as the distributor. Prior to June 1,
1995, Cova Life Sales Company was known as Xerox Life Sales Company.  Life Sales
is an affiliate of the Company. The offering is on a continuous basis.

                     CALCULATION OF PERFORMANCE INFORMATION

TOTAL  RETURN

From time to time, the Company may advertise  performance  data.  Such data will
show the  percentage  change in the value of an  Accumulation  Unit based on the
performance of an investment portfolio over a period of time, usually a calendar
year,  determined by dividing the increase  (decrease) in value for that unit by
the Accumulation Unit value at the beginning of the period.

Any such  advertisement  will include total return  figures for the time periods
indicated  in the  advertisement.  Such total  return  figures  will reflect the
deduction of a 1.25% Mortality and Expense Risk Premium,  a .15%  Administrative
Expense  Charge,  the expenses for the  underlying  investment  portfolio  being
advertised  and any  applicable  Contract  Maintenance  Charges  and  Withdrawal
Charges.

The hypothetical value of a Contract purchased for the time periods described in
the  advertisement  will be  determined  by using the actual  Accumulation  Unit
values for an initial  $1,000  purchase  payment,  and deducting any  applicable
Contract Maintenance Charges and any applicable  Withdrawal Charges to arrive at
the  ending  hypothetical  value.  The  average  annual  total  return  is  then
determined by computing the fixed interest rate that a $1,000  purchase  payment
would have to earn annually,  compounded  annually,  to grow to the hypothetical
value  at the end of the  time  periods  described.  The  formula  used in these
calculations is:

                                             n
                               P  (  1  +  T)  =  ERV

Where:
     P    = a  hypothetical  initial  payment  of  $1,000
     T    = average  annual  total  return
     n    = number  of  years
   ERV    = ending redeemable value at the end of the time periods used (or
            fractional  portion thereof) of a hypothetical $1,000 payment made
            at  the  beginning  of  the  time  periods  used.

The Company may also advertise  performance data which will be calculated in the
same manner as described  above but which will not reflect the  deduction of any
Withdrawal  Charge.  The  deduction  of any  Withdrawal  Charge would reduce any
percentage increase or make greater any percentage decrease.

You should note that the investment  results of each  investment  portfolio will
fluctuate over time, and any  presentation of the investment  portfolio's  total
return for any period should not be considered  as a  representation  of what an
investment may earn or what your total return may be in any future period.

HISTORICAL  UNIT  VALUES

The  Company  may also show  historical  Accumulation  Unit  values  in  certain
advertisements  containing  illustrations.  These illustrations will be based on
actual Accumulation Unit values.

In addition,  the Company may  distribute  sales  literature  which compares the
percentage  change  in  Accumulation  Unit  values  for  any of  the  investment
portfolios against  established market indices such as the Standard & Poor's 500
Composite  Stock  Price  Index,  the  Dow  Jones  Industrial  Average  or  other
management  investment companies which have investment objectives similar to the
investment  portfolio being compared.  The Standard & Poor's 500 Composite Stock
Price Index is an unmanaged,  unweighted  average of 500 stocks, the majority of
which  are  listed on the New York  Stock  Exchange.  The Dow  Jones  Industrial
Average  is an  unmanaged,  weighted  average  of thirty  blue  chip  industrial
corporations  listed on the New York Stock Exchange.  Both the Standard & Poor's
500  Composite  Stock Price Index and the Dow Jones  Industrial  Average  assume
quarterly reinvestment of dividends.

REPORTING  AGENCIES

The Company may also distribute  sales literature which compares the performance
of the  Accumulation  Unit  values  of the  Contracts  with the unit  values  of
variable annuities issued by other insurance companies. Such information will be
derived  from  the  Lipper  Variable  Insurance  Products  Performance  Analysis
Service, the VARDS Report or from Morningstar.

The Lipper Variable Insurance Products Performance Analysis Service is published
by Lipper  Analytical  Services,  Inc.,  a publisher of  statistical  data which
currently  tracks  the  performance  of almost  4,000  investment  companies.The
rankings  compiled by Lipper may or may not reflect the deduction of asset-based
insurance charges.  The Company's sales literature utilizing these rankings will
indicate whether or not such charges have been deducted.  Where the charges have
not been deducted,  the sales  literature  will indicate that if the charges had
been deducted, the ranking might have been lower.

The VARDS Report is a monthly  variable annuity  industry  analysis  compiled by
Variable  Annuity  Research & Data Service of Roswell,  Georgia and published by
Financial Planning Resources, Inc. The VARDS rankings may or may not reflect the
deduction of asset-based  insurance  charges.  In addition,  VARDS prepares risk
adjusted  rankings,  which  consider  the effects of market risk on total return
performance.  This type of ranking may  address  the  question as to which funds
provide the highest  total return with the least amount of risk.  Other  ranking
services   may  be  used  as  sources  of   performance   comparison,   such  as
CDA/Weisenberger.

Morningstar  rates a variable annuity against its peers with similar  investment
objectives.  Morningstar  does not rate any variable  annuity that has less than
three years of performance data.

PERFORMANCE INFORMATION

The Select  Equity,  Small Cap Stock,  Large Cap  Stock,  International  Equity,
Quality Bond and Bond  Debenture  Portfolios of Cova Series Trust were available
under the contract  starting  February 3, 1997 and the Mid-Cap Value,  Large Cap
Research and  Developing  Growth  Portfolios of Cova Series Trust were available
under the  contract  on  November  15,  1997.  The Money  Market Fund of General
American  Capital  Company became  available  under the Contract on May 1, 1997.
However,  these funds have been in existence for some time and consequently have
an  investment  performance  history.  In order to  demonstrate  how  investment
experience of these Portfolios  affects  Accumulation  Unit values,  performance
information  was  developed.  The  information  is  based  upon  the  historical
experience  of the  Portfolios  and is for the  periods  shown.  The  prospectus
contains performance information.

Future  performance  of the  Portfolios  will vary and the results shown are not
necessarily  representative  of future  results.  Performance for periods ending
after  those  shown  may  vary   substantially  from  the  examples  shown.  The
performance of the  Portfolios is calculated  for a specified  period of time by
assuming an initial Purchase Payment of $1,000 allocated to the Portfolio. There
are performance  figures for the Accumulation  Units which reflect the insurance
charges as well as the portfolio  expenses.  There are also performance  figures
for the  Accumulation  Units which reflect the insurance  charges,  the contract
maintenance  charge,  the  portfolio  expenses,  and  assume  that  you  make  a
withdrawal  at the end of the  period and  therefore  the  withdrawal  charge is
reflected.  The percentage  increases  (decreases) are determined by subtracting
the initial Purchase Payment from the ending value and dividing the remainder by
the beginning value. The performance may also show figures when no withdrawal is
assumed.


                               FEDERAL TAX STATUS

GENERAL

NOTE: The following  description is based upon the Company's  understanding  of
current federal income tax law applicable to annuities in general.  The Company
cannot  predict  the  probability  that any  changes  in such laws will be made.
Purchasers are cautioned to seek competent tax advice  regarding the possibility
of such changes. The Company does not guarantee the tax status of the contracts.
Purchasers  bear the  complete  risk that the  contracts  may not be  treated as
"annuity  contracts"  under  federal  income  tax laws.  It  should  be  further
understood  that the  following  discussion is not  exhaustive  and that special
rules not described herein may be applicable in certain situations. Moreover, no
attempt has been made to consider any applicable state or other tax laws.

Section 72 of the Internal Revenue Code of 1986, as amended (the "Code") governs
taxation of  annuities  in general.  An Owner is not taxed on  increases  in the
value of a Contract until distribution occurs,  either in the form of a lump sum
payment or as annuity payments under the Annuity Option selected. For a lump sum
payment received as a total withdrawal (total surrender), the recipient is taxed
on the portion of the payment that exceeds the cost basis of the  Contract.  For
Non-Qualified  Contracts,  this cost basis is generally  the purchase  payments,
while for Qualified Contracts there may be no cost basis. The taxable portion of
the lump sum payment is taxed at ordinary income tax rates.

For annuity payments, a portion of each payment in excess of an exclusion amount
is includible in taxable  income.  The exclusion  amount for payments based on a
fixed annuity option is determined by multiplying  the payment by the ratio that
the cost basis of the Contract (adjusted for any period or refund feature) bears
to the expected  return under the Contract.  The  exclusion  amount for payments
based on a variable  annuity  option is determined by dividing the cost basis of
the Contract (adjusted for any period certain or refund guarantee) by the number
of years over which the annuity is expected to be paid.  Payments received after
the  investment in the Contract has been recovered  (i.e.  when the total of the
excludable amount equals the investment in the Contract) are fully taxable.  The
taxable  portion is taxed at ordinary  income tax rates.  For  certain  types of
Qualified Plans there may be no cost basis in the Contract within the meaning of
Section 72 of the Code. Owners, Annuitants and Beneficiaries under the Contracts
should  seek  competent  financial  advice  about  the tax  consequences  of any
distributions.  The Company is taxed as a life insurance company under the Code.
For federal income tax purposes,  the Separate  Account is not a separate entity
from the Company, and its operations form a part of the Company.

DIVERSIFICATION

Section  817(h) of the Code  imposes  certain  diversification  standards on the
underlying  assets of  variable  annuity  contracts.  The Code  provides  that a
variable  annuity  contract  will not be treated as an annuity  contract for any
period  (and any  subsequent  period)  for which  the  investments  are not,  in
accordance with regulations  prescribed by the United States Treasury Department
("Treasury  Department"),   adequately  diversified.   Disqualification  of  the
Contract as an annuity contract would result in the imposition of federal income
tax to the Owner with respect to earnings allocable to the Contract prior to the
receipt  of  payments  under  the  Contract.  The Code  contains  a safe  harbor
provision  which  provides that annuity  contracts such as the Contract meet the
diversification  requirements if, as of the end of each quarter,  the underlying
assets meet the diversification standards for a regulated investment company and
no more than fifty-five  percent (55%) of the total assets consist of cash, cash
items, U.S. Government  securities and securities of other regulated  investment
companies.

On  March  2,  1989,  the  Treasury   Department  issued   Regulations   (Treas.
Reg. 1.817-5), which established diversification requirements for the investment
portfolios  underlying variable contracts such as the Contract.  The Regulations
amplify the diversification requirements for variable contracts set forth in the
Code and provide an alternative to the safe harbor  provision  described  above.
Under  the  Regulations,  an  investment  portfolio  will be  deemed  adequately
diversified  if:  (1) no more than 55% of the  value of the total  assets of the
portfolio  is  represented  by any one  investment;  (2) no more than 70% of the
value  of  the  total  assets  of  the  portfolio  is  represented  by  any  two
investments;  (3) no more  than 80% of the  value  of the  total  assets  of the
portfolio is represented by any three  investments;  and (4) no more than 90% of
the  value of the total  assets  of the  portfolio  is  represented  by any four
investments.

The  Code  provides  that,  for  purposes  of  determining  whether  or not  the
diversification standards imposed on the underlying assets of variable contracts
by Section  817(h) of the Code have been met,  "each  United  States  government
agency or instrumentality shall be treated as a separate issuer."

The Company intends that all investment portfolios underlying the Contracts will
be  managed  in  such  a  manner  as  to  comply   with  these   diversification
requirements.

The Treasury  Department has indicated that the  diversification  Regulations do
not provide guidance  regarding the  circumstances in which Owner control of the
investments  of the  Separate  Account will cause the Owner to be treated as the
owner of the assets of the Separate  Account,  thereby  resulting in the loss of
favorable tax  treatment for the Contract.  At this time it cannot be determined
whether additional guidance will be provided and what standards may be contained
in such guidance.

The  amount of Owner  control  which may be  exercised  under  the  Contract  is
different in some respects from the  situations  addressed in published  rulings
issued by the  Internal  Revenue  Service  in which it was held that the  policy
owner was not the owner of the  assets of the  separate  account.  It is unknown
whether  these  differences,  such as the  Owner's  ability  to  transfer  among
investment choices or the number and type of investment choices available, would
cause the Owner to be  considered  as the  owner of the  assets of the  Separate
Account  resulting  in the  imposition  of federal  income tax to the Owner with
respect to earnings allocable to the Contract prior to receipt of payments under
the Contract.

In the event any forthcoming guidance or ruling is considered to set forth a new
position,  such guidance or ruling will generally be applied only prospectively.
However,  if such  ruling  or  guidance  was not  considered  to set forth a new
position,  it  may be  applied  retroactively  resulting  in  the  Owners  being
retroactively determined to be the owners of the assets of the Separate Account.

Due to the  uncertainty in this area,  the Company  reserves the right to modify
the Contract in an attempt to maintain favorable tax treatment.

MULTIPLE  CONTRACTS

The Code provides that multiple non-qualified annuity contracts which are issued
within  a  calendar  year to the  same  contract  owner  by one  company  or its
affiliates are treated as one annuity  contract for purposes of determining  the
tax consequences of any  distribution.  Such treatment may result in adverse tax
consequences  including more rapid taxation of the distributed amounts from such
combination  of contracts.  For purposes of this rule,  contracts  received in a
Section 1035  exchange  will be  considered  issued in the year of the exchange.
Owners  should  consult  a  tax  adviser  prior  to  purchasing  more  than  one
non-qualified annuity contract in any calendar year.

CONTRACTS OWNED BY OTHER THAN NATURAL PERSONS

Under Section  72(u) of the Code,  the  investment  earnings on premiums for the
Contracts  will be taxed  currently  to the Owner if the Owner is a  non-natural
person, e.g., a corporation or certain other entities.  Such Contracts generally
will not be treated as annuities for federal income tax purposes.  However, this
treatment  is not  applied to a Contract  held by a trust or other  entity as an
agent for a natural person nor to Contracts held by Qualified Plans.  Purchasers
should  consult their own tax counsel or other tax adviser  before  purchasing a
Contract to be owned by a non-natural person.

TAX  TREATMENT  OF  ASSIGNMENTS AND TRANSFER OF OWNERSHIP

An  assignment,  pledge or transfer of  ownership of a Contract may be a taxable
event.  Owners should therefore  consult competent tax advisers should they wish
to assign, pledge or transfer ownership of their Contracts.

INCOME  TAX  WITHHOLDING

All distributions or the portion thereof which is includible in the gross income
of the Owner are subject to federal income tax withholding.  Generally,  amounts
are withheld from periodic payments at the same rate as wages and at the rate of
10% from non-periodic payments. However, the Owner, in most cases, may elect not
to have taxes withheld or to have withholding done at a different rate.

Effective January 1, 1993, certain distributions from retirement plans qualified
under Section 401 or Section 403(b) of the Code,  which are not directly  rolled
over to another  eligible  retirement plan or individual  retirement  account or
individual  retirement  annuity,  are subject to a mandatory 20% withholding for
federal income tax. The 20% withholding requirement generally does not apply to:
a) a series of substantially  equal payments made at least annually for the life
or life expectancy of the  participant or joint and last survivor  expectancy of
the participant and a designated  beneficiary,  or for a specified  period of 10
years or more; b) distributions which are required minimum distributions;  or c)
the portion of the distributions not includible in gross income (i.e. returns of
after-tax  contributions);  or  d)  hardship  withdrawals.  Participants  should
consult  their  own tax  counsel  or other  tax  adviser  regarding  withholding
requirements.

TAX  TREATMENT  OF  WITHDRAWALS  -  NON-QUALIFIED  CONTRACTS

Section  72  of  the  Code  governs  treatment  of  distributions  from  annuity
contracts. It provides that if the Contract Value exceeds the aggregate purchase
payments  made,  any amount  withdrawn  will be treated as coming first from the
earnings and then,  only after the income  portion is exhausted,  as coming from
the principal.  Withdrawn  earnings are  includible in gross income.  It further
provides that a ten percent  (10%)  penalty will apply to the income  portion of
any  premature  distribution.  However,  the  penalty is not  imposed on amounts
received:  (a) after the taxpayer reaches age 59 1/2; (b) after the death of the
Owner; (c) if the taxpayer is totally  disabled (for this purpose  disability is
as defined in Section  72(m)(7) of the Code);  (d) in a series of  substantially
equal periodic  payments made not less frequently than annually for the life (or
life  expectancy)  of the  taxpayer  or for  the  joint  lives  (or  joint  life
expectancies) of the taxpayer and his or her Beneficiary; (e) under an immediate
annuity;  or (f) which are  allocable to purchase  payments made prior to August
14, 1982.


With  respect  to (d)  above,  if the  series of  substantially  equal  periodic
payments is modified  before the later of your  attaining  age 59 1/2 or 5 years
from the date of the first  periodic  payment,  then the tax for the year of the
modification  is  increased  by an amount equal to the tax which would have been
imposed (the 10% penalty tax) but for the  exception,  plus interest for the tax
years in which the exception was used.

The above information does not apply to Qualified Contracts.  However,  separate
tax withdrawal penalties and restrictions may apply to such Qualified Contracts.
(See "Tax Treatment of Withdrawals - Qualified Contracts" below.)

QUALIFIED  PLANS

The Contracts  offered herein may also be used as Qualified  Contracts.  Owners,
Annuitants  and  Beneficiaries  are cautioned  that  benefits  under a Qualified
Contract may be subject to the terms and  conditions  of the plan  regardless of
the terms and  conditions  of the  Contracts  issued  pursuant to the plan.  The
following discussion of Qualified Contracts is not exhaustive and is for general
informational  purposes only. The tax rules  regarding  Qualified  Contracts are
very complex and will have differing  applications depending on individual facts
and  circumstances.  Each purchaser  should obtain competent tax advice prior to
purchasing Qualified Contracts.

Qualified Contracts include special provisions  restricting  Contract provisions
that may  otherwise  be  available as  described  herein.  Generally,  Qualified
Contracts are not transferable except upon surrender or annuitization.

On July 6, 1983,  the Supreme  Court decided in ARIZONA  GOVERNING  COMMITTEE V.
NORRIS that optional  annuity  benefits  provided  under an employer's  deferred
compensation  plan could not,  under Title VII of the Civil  Rights Act of 1964,
vary between men and women.  Qualified  Contracts  will utilize  annuity  tables
which do not differentiate on the basis of sex. Such annuity tables will also be
available for use in connection with certain non-qualified deferred compensation
plans.

Section  408(b) of the Code permits  eligible  individuals  to  contribute to an
individual  retirement program known as an Individual  Retirement Annuity (IRA).
THE CONTRACTS ARE NOT AVAILABLE AS QUALIFIED  CONTRACTS UNTIL AN IRA ENDORSEMENT
IS  APPROVED BY THE STATE OF NEW YORK  INSURANCE  DEPARTMENT.  Under  applicable
limitations,  certain  amounts  may be  contributed  to an  IRA  which  will  be
deductible  from the  individual's  taxable  income.  These IRAs are  subject to
limitations on eligibility,  contributions,  transferability  and distributions.
(See "Tax Treatment of Withdrawals - Qualified  Contracts" below.) Under certain
conditions,  distributions  from  other  IRAs and other  Qualified  Plans may be
rolled  over or  transferred  on a  tax-deferred  basis  into an IRA.  Sales  of
Contracts for use with IRAs are subject to special  requirements  imposed by the
Code, including the requirement that certain  informational  disclosure be given
to persons desiring to establish an IRA. Purchasers of Contracts to be qualified
as Individual  Retirement Annuities should obtain competent tax advice as to the
tax treatment and suitability of such an investment.

TAX  TREATMENT  OF  WITHDRAWALS  -  QUALIFIED  CONTRACTS

Section  72(t) of the Code  imposes a 10% penalty tax on the taxable  portion of
any distribution from qualified retirement plans, including Contracts issued and
qualified under Code Section 408(b) (Individual  Retirement  Annuities).  To the
extent  amounts are not includible in gross income because they have been rolled
over to an IRA or to another  eligible  Qualified  Plan,  no tax penalty will be
imposed. The tax penalty will not apply to the following  distributions:  (a) if
distribution is made on or after the date on which the Annuitant  reaches age 59
1/2; (b)  distributions  following the death or disability of the Annuitant (for
this  purpose  disability  is as defined in Section  72(m)(7) of the Code);  (c)
distributions  that are part of substantially  equal periodic  payments made not
less frequently than annually for the life (or life expectancy) of the Annuitant
or the joint lives (or joint life  expectancies) of the Annuitant and his or her
designated  Beneficiary;  (d) distributions  made to the Annuitant to the extent
such  distributions do not exceed the amount allowable as a deduction under Code
Section  213 to the  Annuitant  for amounts  paid  during the  taxable  year for
medical care; (e) distributions  from an Individual  Retirement  Annuity for the
purchase of medical insurance (as described in Section 213(d)(1)(D) of the Code)
for the  Annuitant  and his or her spouse and  dependents  if the  Annuitant has
received unemployment compensation for at least 12 weeks (this exception will no
longer apply after the Annuitant has been re-employed for at least 60 days); (f)
distributions from an Individual Retirement Annuity made to the Annuitant to the
extent such  distributions do not exceed the qualified higher education expenses
(as defined in Section  72(t)(7) of the Code) of the  Annuitant  for the taxable
year; and (g) distributions  from an Individual  Retirement  Annuity made to the
Annuitant which are qualified first-time home buyer distributions (as defined in
Section 72(t)(8) of the Code).


With  respect  to (c)  above,  if the  series of  substantially  equal  periodic
payments is modified  before the later of your  attaining  age 59 1/2 or 5 years
from the date of the first  periodic  payment,  then the tax for the year of the
modification  is  increased  by an amount equal to the tax which would have been
imposed (the 10% penalty tax) but for the  exception,  plus interest for the tax
years in which the exception was used.

Generally, distributions from a qualified plan must commence no later than April
1 of the calendar year  following the year in which the employee  attains age 70
1/2.  Required  distributions  must be over a  period  not  exceeding  the  life
expectancy  of the  individual  or the joint lives or life  expectancies  of the
individual  and  his or her  designated  beneficiary.  If the  required  minimum
distributions  are not made,  a 50%  penalty tax is imposed as to the amount not
distributed.

                              ANNUITY PROVISIONS

VARIABLE  ANNUITY

A variable annuity is an annuity with payments which: (1) are not  predetermined
as to dollar amount; and (2) will vary in amount with the net investment results
of the  applicable  investment  portfolio(s)  of the  Separate  Account.  At the
Annuity Date, the Contract Value in each investment portfolio will be applied to
the  applicable  Annuity  Tables.  The  Annuity  Table used will depend upon the
Annuity  Option  chosen.  If, as of the Annuity Date,  the then current  Annuity
Option  rates  applicable  to this class of  Contracts  provide a first  Annuity
Payment  greater  than  guaranteed  under the same  Annuity  Option  under  this
Contract,  the  greater  payment  will be made.  The  dollar  amount of  Annuity
Payments after the first is determined as follows:

     (1) the dollar amount of the first Annuity  Payment is divided by the value
of an  Annuity  Unit as of the  Annuity  Date.  This  establishes  the number of
Annuity  Units for each monthly  payment.  The number of Annuity  Units  remains
fixed during the Annuity Payment period.

     (2) the fixed  number of Annuity  Units is  multiplied  by the Annuity Unit
value for the last Valuation  Period of the month  preceding the month for which
the payment is due. This result is the dollar amount of the payment.

     The total dollar amount of each Variable  Annuity Payment is the sum of all
investment  portfolios'  Variable  Annuity  Payments  reduced by the  applicable
Contract Maintenance Charge.

FIXED  ANNUITY

A fixed annuity is a series of payments made during the Annuity Period which are
guaranteed  as to  dollar  amount  by  the  Company  and do not  vary  with  the
investment  experience of the Separate Account. The General Account Value on the
day  immediately  preceding the Annuity Date will be used to determine the Fixed
Annuity  monthly  payment.  The first monthly Annuity Payment will be based upon
the Annuity Option elected and the appropriate Annuity Option Table.

ANNUITY  UNIT VALUE

The value of an Annuity Unit for each  investment  portfolio was arbitrarily set
initially at $10. This was done when the first investment  portfolio shares were
purchased.  The  investment  portfolio  Annuity  Unit  value  at the  end of any
subsequent   Valuation  Period  is  determined  by  multiplying  the  investment
portfolio Annuity Unit value for the immediately  preceding  Valuation Period by
the product of (a) the Net  Investment  Factor for the day for which the Annuity
Unit value is being calculated, and (b) 0.999919.

NET  INVESTMENT  FACTOR

The Net Investment Factor for any investment  portfolio for any Valuation Period
is determined by dividing:

     (a)  the Accumulation  Unit value as of the close of the current  Valuation
          Period, by

     (b)  the  Accumulation  Unit  value  as of the  close  of  the  immediately
          preceding Valuation Period.

The Net  Investment  Factor may be greater or less than one, as the Annuity Unit
value may increase or decrease.

MORTALITY  AND  EXPENSE  GUARANTEE

The Company  guarantees that the dollar amount of each Annuity Payment after the
first Annuity Payment will not be affected by variations in mortality or expense
experience.

                             FINANCIAL STATEMENTS

The  financial  statements of the Company  included  herein should be considered
only as bearing  upon the ability of the Company to meet its  obligations  under
the Contracts.



                               FIRST COVA VARIABLE
                               ANNUITY ACCOUNT ONE

                              Financial Statements

                           December 31, 1998 and 1997

                   (With Independent Auditors' Report Thereon)



                          INDEPENDENT AUDITORS' REPORT



     The Contract Owners of Cova Variable Annuity Account One, Board of
     Directors and Shareholder of First Cova Life Insurance Company:


     We have audited the accompanying statement of assets and liabilities of the
     Bond Debenture, Developing Growth, Large Cap Research, Mid-Cap Value,
     Quality Bond, Small Cap Stock, Large Cap Stock, Select Equity, and
     International Equity sub-accounts (investment options within the Cova
     Series Trust), the Growth and Income sub-account (investment option within
     the Lord Abbett Series Fund, Inc.), and the Money Market sub-account
     (investment option within the General American Capital Company) of First
     Cova Variable Annuity Account One of First Cova Life Insurance Company (the
     Separate Account), as of December 31, 1998, and the related statement of
     operations for the year then ended, and statement of changes in net assets
     for the year then ended, and the period from commencement of operations
     through December 31, 1997. These financial statements are the
     responsibility of the Separate Account's management. Our responsibility is
     to express an opinion on these financial statements based on our audits.

     We conducted our audits in accordance with generally accepted auditing
     standards. Those standards require that we plan and perform the audit to
     obtain reasonable assurance about whether the financial statements are free
     of material misstatement. An audit includes examining, on a test basis,
     evidence supporting the amounts and disclosures in the financial
     statements. Our procedures included confirmation of securities owned as of
     December 31, 1998, by correspondence with transfer agents. An audit also
     includes assessing the accounting principles used and significant estimates
     made by management, as well as evaluating the overall financial statement
     presentation. We believe that our audits provide a reasonable basis for our
     opinion.

     In our opinion, the financial statements referred to above present fairly,
     in all material respects, the financial position of the sub-accounts of
     First Cova Variable Annuity Account One of First Cova Life Insurance
     Company as of December 31, 1998, and the results of their operations, and
     the changes in their net assets for each of the periods presented, in
     conformity with generally accepted accounting principles.






     Chicago, Illinois
     March 1, 1999


<TABLE>
<CAPTION>
                     FIRST COVA VARIABLE ANNUITY ACCOUNT ONE

                       Statement of Assets and Liabilities

                                December 31, 1998


<S>                                                                                                                <C>
Assets:
    Investments:
      Cova Series Trust (Trust):
        Bond Debenture Portfolio - 12,987 shares at a net asset value of $12.38 per share (cost:  $158,170)        $     160,789
        Developing Growth Portfolio - 164 shares at a net asset value of $11.24 per share (cost:  $1,723)                  1,844
        Large Cap Research Portfolio - 2,681 shares at a net asset value of $11.96 per share (cost:  $29,121)             32,079
        Mid-Cap Value Portfolio - 1,467 shares at a net asset value of $10.58 per share (cost:  $15,435)                  15,522
        Quality Bond Portfolio - 6,227 shares at a net asset value of $11.02 per share (cost:  $65,574)                   68,615
        Small Cap Stock Portfolio - 2,813 shares at a net asset value of $11.98 per share (cost:  $33,316)                33,710
        Large Cap Stock Portfolio - 7,181 shares at a net asset value of $18.12 per share (cost:  $108,380)              130,087
        Select Equity Portfolio - 5,502 shares at a net asset value of $16.08 per share (cost:  $77,845)                  88,453
        International Equity Portfolio - 6,973 shares at a net asset value of $12.86 per share (cost:  $84,527)           89,654
      Lord Abbett Series Fund, Inc. (Lord Abbett) Growth and Income Portfolio -
        15,147 shares at a net asset value of $20.65 per share (cost:  $310,389)                                         312,770
      General American Capital Company (GACC) Money Market Portfolio -
        1,247 shares at a net asset value of $19.25 per share (cost:  $24,000)                                            24,011
                                                                                                                      -----------

             Total assets                                                                                          $     957,534
                                                                                                                      ===========

Liabilities:
    Trust Bond Debenture                                                                                           $           6
    Trust Large Cap Research                                                                                                   1
    Trust Mid-Cap Value                                                                                                        1
    Trust Quality Bond                                                                                                         3
    Trust Small Cap Stock                                                                                                      1
    Trust Large Cap Stock                                                                                                      5
    Trust Select Equity                                                                                                        3
    Trust International Equity                                                                                                 3
    Lord Abbett Growth and Income                                                                                             12
    GACC Money Market                                                                                                          3
                                                                                                                      -----------

             Total liabilities                                                                                     $          38
                                                                                                                      ===========

Net assets:
    Trust Bond Debenture - 11,913 accumulation units at $13.496763 per unit                                        $     160,783
    Trust Developing Growth - 167 accumulation units at $11.068002 per unit                                                1,844
    Trust Large Cap Research - 2,713 accumulation units at $11.825475 per unit                                            32,078
    Trust Mid-Cap Value - 1,487 accumulation units at $10.437999 per unit                                                 15,521
    Trust Quality Bond - 5,759 accumulation units at $11.914486 per unit                                                  68,612
    Trust Small Cap Stock - 2,679 accumulation units at $12.583415 per unit                                               33,709
    Trust Large Cap Stock - 6,695 accumulation units at $19.428714 per unit                                              130,082
    Trust Select Equity - 5,207 accumulation units at $16.987197 per unit                                                 88,450
    Trust International Equity - 6,954 accumulation units at $12.891430 per unit                                          89,651
    Lord Abbett Growth and Income - 9,112 accumulation units at $34.325420 per unit                                      312,758
    GACC Money Market - 2,161 accumulation units at $11.109941 per unit                                                   24,008
                                                                                                                      -----------

             Total net assets                                                                                      $     957,496
                                                                                                                      ===========

</TABLE>

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
                     FIRST COVA VARIABLE ANNUITY ACCOUNT ONE

                             Statement of Operations

                          Year ended December 31, 1998




                                                                                        TRUST
                                                     ----------------------------------------------------------------------------
                                                         Bond             Developing      Large Cap      Mid-Cap       Quality
                                                         Debenture          Growth        Research        Value         Bond
                                                     --------------   ---------------  ---------------  -----------   ---------
<S>                                                        <C>                 <C>             <C>            <C>          <C>
Income -
    dividends                                      $       3,976              --                48            13         1,502
                                                     --------------   ---------------  ---------------  -----------   ---------

Expenses:
    Mortality and expense risk fee                         1,723               1               196            97           742
    Administrative fee                                       207              --                23            12            89
                                                     --------------   ---------------  ---------------  -----------   ---------

             Total expenses                                1,930               1               219           109           831
                                                     --------------   ---------------  ---------------  -----------   ---------

             Net investment income (loss)                  2,046              (1)             (171)          (96)          671
                                                     --------------   ---------------  ---------------  -----------   ---------

Realized gain (loss) on investments:
    Realized gain (loss) on sale of
      fund shares                                             20              --                 3            (4)           64
    Realized gain distributions                            1,546              --                --            --            --
                                                     --------------   ---------------  ---------------  -----------   ---------

             Net realized gain (loss)                      1,566              --                 3            (4)           64
                                                     --------------   ---------------  ---------------  -----------   ---------

Change in unrealized appreciation
    during the year                                        2,573             121             2,958            87         2,940
                                                     --------------   ---------------  ---------------  -----------   ---------

Net increase (decrease) in net assets
    from operations                                $       6,185             120             2,790           (13)        3,675
                                                     ==============   ===============  ===============  ===========   =========

</TABLE>

See accompanying notes to financial statements.


<TABLE>
<CAPTION>
                     FIRST COVA VARIABLE ANNUITY ACCOUNT ONE

                             Statement of Operations

                          Year ended December 31, 1998




                                                                           Trust
                                                     -------------------------------------------------------------
                                                          Small Cap      Large Cap     Select         International
                                                          Stock          Stock         Equity         Equity
                                                       ------------   --------------  ----------  ----------------
<S>                                                          <C>             <C>            <C>            <C>
Income -
    dividends                                      $          17             212            124          1,119
                                                       ------------   --------------  ----------  ----------------

Expenses:
    Mortality and expense risk fee                           196             981            581            816
    Administrative fee                                        24             118             70             98
                                                       ------------   --------------  ----------  ----------------

             Total expenses                                  220           1,099            651            914
                                                       ------------   --------------  ----------  ----------------

             Net investment income (loss)                   (203)           (887)          (527)           205
                                                       ------------   --------------  ----------  ----------------

Realized gain (loss) on investments:
    Realized gain (loss) on sale of
      fund shares                                            (11)            210             37             28
    Realized gain distributions                              443             697          2,479             14
                                                       ------------   --------------  ----------  ----------------

             Net realized gain (loss)                        432             907          2,516             42
                                                       ------------   --------------  ----------  ----------------

Change in unrealized appreciation
    during the year                                           91          22,305          9,506          7,092
                                                       ------------   --------------  ----------  ----------------

Net increase (decrease) in net assets
    from operations                                $         320          22,325         11,495          7,339
                                                       ============   ==============  ==========  ================

</TABLE>

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
                     FIRST COVA VARIABLE ANNUITY ACCOUNT ONE

                             Statement of Operations

                          Year ended December 31, 1998




                                                       LORD ABBETT       GACC
                                                    ---------------------------
                                                        Growth and       Money
                                                        Income           Market      Total
                                                    ---------------  ------------------------
<S>                                                       <C>              <C>         <C>
Income -
    dividends                                      $      4,585           --          11,596
                                                    ---------------  ----------   -----------

Expenses:
    Mortality and expense risk fee                        3,059            3           8,395
    Administrative fee                                      367           --           1,008
                                                    ---------------  ----------   -----------

             Total expenses                               3,426            3           9,403
                                                    ---------------  ----------   -----------

             Net investment income (loss)                 1,159           (3)          2,193
                                                    ---------------  ----------   -----------

Realized gain (loss) on investments:
    Realized gain (loss) on sale of
      fund shares                                            12           --             359
    Realized gain distributions                          14,742           --          19,921
                                                    ---------------  ----------   -----------

             Net realized gain (loss)                    14,754           --          20,280
                                                    ---------------  ----------   -----------

Change in unrealized appreciation
    during the year                                      10,125           11          57,809
                                                    ---------------  ----------   -----------

Net increase (decrease) in net assets
    from operations                                $     26,038            8          80,282
                                                    ===============  ==========   ===========

</TABLE>

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
                     FIRST COVA VARIABLE ANNUITY ACCOUNT ONE

                       Statement of Changes in Net Assets

                          Year ended December 31, 1998




                                                                                               TRUST
                                                 -----------------------------------------------------------------------------
                                                      Bond            Developing      Large Cap       Mid-Cap      Quality
                                                     Debenture        Growth          Research        Value         Bond
                                                 ---------------  ---------------  --------------  -------------  ----------
<S>                                            <C>                         <C>            <C>             <C>           <C>
Increase (decrease) in net assets from
   operations:
      Net investment income (loss)             $        2,046              (1)            (171)           (96)          671
      Net realized gain (loss)                          1,566              --                3             (4)           64
      Unrealized appreciation
        during the year                                 2,573             121            2,958             87         2,940
                                                 ---------------  ---------------  --------------  -------------  ----------

             Net increase (decrease)
               from operations                          6,185             120            2,790            (13)        3,675
                                                 ---------------  ---------------  --------------  -------------  ----------

Contract transactions:
    Payments received from contract
      owners                                           25,475              --           28,039         14,334        34,865
    Transfers between sub-accounts
      (including fixed account), net                   16,036           1,724            1,249          1,200         8,993
    Transfers for contract benefits
      and terminations                                 (1,924)             --               --             --        (1,989)
                                                 ---------------  ---------------  --------------  -------------  ----------

             Net increase in
               net assets from
               contract transactions                   39,587           1,724           29,288         15,534        41,869
                                                 ---------------  ---------------  --------------  -------------  ----------

             Net increase
               in net assets                           45,772           1,844           32,078         15,521        45,544

Net assets at beginning of period                     115,011              --               --             --        23,068
                                                 ---------------  ---------------  --------------  -------------  ----------

Net assets at end of period                    $      160,783           1,844           32,078         15,521        68,612
                                                 ===============  ===============  ==============  =============  ==========

</TABLE>

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
                     FIRST COVA VARIABLE ANNUITY ACCOUNT ONE

                       Statement of Changes in Net Assets

                          Year ended December 31, 1998





                                                 ---------------------------------------------------------------
                                                     Small Cap      Large Cap       Select       International
                                                      Stock           Stock         Equity          Equity
                                                 ---------------   --------------  ----------  -----------------
<S>                                            <C>                      <C>            <C>            <C>
Increase (decrease) in net assets from
   operations:
      Net investment income (loss)             $         (203)            (887)         (527)           205
      Net realized gain (loss)                            432              907         2,516             42
      Unrealized appreciation
        during the year                                    91           22,305         9,506          7,092
                                                 ---------------   --------------  ----------  -----------------

             Net increase (decrease)
               from operations                            320           22,325        11,495          7,339
                                                 ---------------   --------------  ----------  -----------------

Contract transactions:
    Payments received from contract
      owners                                            9,652           35,989        39,613         16,232
    Transfers between sub-accounts
      (including fixed account), net                   16,587           31,944        18,967         22,607
    Transfers for contract benefits
      and terminations                                      4           (1,975)         (191)          (501)
                                                 ---------------   --------------  ----------  -----------------

             Net increase in
               net assets from
               contract transactions                   26,243           65,958        58,389         38,338
                                                 ---------------   --------------  ----------  -----------------

             Net increase
               in net assets                           26,563           88,283        69,884         45,677

Net assets at beginning of period                       7,146           41,799        18,566         43,974
                                                 ---------------   --------------  ----------  -----------------

Net assets at end of period                    $       33,709          130,082        88,450         89,651
                                                 ===============   ==============  ==========  =================

</TABLE>

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
                     FIRST COVA VARIABLE ANNUITY ACCOUNT ONE

                       Statement of Changes in Net Assets

                          Year ended December 31, 1998




                                                       LORD ABBETT     GACC
                                                   ----------------  ----------
                                                       Growth and     Money
                                                       Income         Market        Total
                                                   ----------------  ----------  ------------
<S>                                                      <C>            <C>           <C>
Increase (decrease) in net assets from
   operations:
      Net investment income (loss)             $          1,159             (3)        2,193
      Net realized gain (loss)                           14,754             --        20,280
      Unrealized appreciation
        during the year                                  10,125             11        57,809
                                                   ----------------  ----------  ------------

             Net increase (decrease)
               from operations                           26,038              8        80,282
                                                   ----------------  ----------  ------------

Contract transactions:
    Payments received from contract
      owners                                             66,977         24,000       295,176
    Transfers between sub-accounts
      (including fixed account), net                     50,718             --       170,025
    Transfers for contract benefits
      and terminations                                   (2,035)            --        (8,611)
                                                   ----------------  ----------  ------------

             Net increase in
               net assets from
               contract transactions                    115,660         24,000       456,590
                                                   ----------------  ----------  ------------

             Net increase
               in net assets                            141,698         24,008       536,872

Net assets at beginning of period                       171,060             --       420,624
                                                   ----------------  ----------  ------------

Net assets at end of period                    $        312,758         24,008       957,496
                                                   ================  ==========  ============
</TABLE>

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
                     FIRST COVA VARIABLE ANNUITY ACCOUNT ONE

                       Statement of Changes in Net Assets

                         Period ended December 31, 1997


                                                                                           TRUST
                                                                 --------------------------------------------------------
                                                                     BOND         QUALITY      SMALL CAP     LARGE CAP
                                                                   Debenture        BOND        STOCK          STOCK
                                                                 --------------   ---------   -----------  --------------

<S>                                                            <C>                     <C>            <C>           <C>
Increase (decrease) in net assets from operations:
      Net investment income (loss)                             $        3,013          552            (2)           30
      Net realized gain (loss)                                             91           98             3         2,190
      Unrealized appreciation
        during the year                                                    46          101           303          (598)
                                                                 --------------   ---------   -----------  --------------

             Net increase (decrease)
               from operations                                          3,150          751           304         1,622
                                                                 --------------   ---------   -----------  --------------

Contract transactions:
    Payments received from contract
      owners                                                           89,575           --         5,151        14,027
    Transfers between sub-accounts
      (including fixed account), net                                     (381)        (350)           (9)         (341)
    Transfers for contract benefits
      and terminations                                                 22,667       22,667         1,700        26,491
                                                                 --------------   ---------   -----------  --------------

             Net increase in net assets
               from contract transactions                             111,861       22,317         6,842        40,177
                                                                 --------------   ---------   -----------  --------------

             Net increase in net assets                               115,011       23,068         7,146        41,799

Net assets at beginning of period                                          --           --            --            --
                                                                 --------------   ---------   -----------  --------------

Net assets at end of period                                    $      115,011       23,068         7,146        41,799
                                                                 ==============   =========   ===========  ==============
</TABLE>

See accompanying notes to financial statements.

<TABLE>
<CAPTION>
                     FIRST COVA VARIABLE ANNUITY ACCOUNT ONE

                       Statement of Changes in Net Assets

                         Period ended December 31, 1997




                                                                          TRUST                     LORD ABBETT
                                                                 ------------------------------   ---------------
                                                                    SELECT      INTERNATIONAL       GROWTH AND
                                                                    EQUITY         EQUITY             INCOME         TOTAL
                                                                   ---------   ----------------   ---------------  -----------
<S>                                                            <C>                   <C>                <C>            <C>
Increase (decrease) in net assets from operations:
      Net investment income (loss)                             $          4             126              1,914          5,637
      Net realized gain (loss)                                           31             214             12,091         14,718
      Unrealized appreciation
        during the year                                               1,102          (1,965)            (7,744)        (8,755)
                                                                   ---------   ----------------   ---------------  -----------

             Net increase (decrease)
               from operations                                        1,137          (1,625)             6,261         11,600
                                                                   ---------   ----------------   ---------------  -----------

Contract transactions:
    Payments received from contract
      owners                                                         14,032          31,664            134,766        289,215
    Transfers between sub-accounts
      (including fixed account), net                                   (145)             52               (851)        (2,025)
    Transfers for contract benefits
      and terminations                                                3,542          13,883             30,884        121,834
                                                                   ---------   ----------------   ---------------  -----------

             Net increase in net assets
               from contract transactions                            17,429          45,599            164,799        409,024
                                                                   ---------   ----------------   ---------------  -----------

             Net increase in net assets                              18,566          43,974            171,060        420,624

Net assets at beginning of period                                        --              --                 --             --
                                                                   ---------   ----------------   ---------------  -----------

Net assets at end of period                                    $     18,566          43,974            171,060        420,624
                                                                   =========   ================   ===============  ===========
</TABLE>

See accompanying notes to financial statements.




                     FIRST COVA VARIABLE ANNUITY ACCOUNT ONE

                          Notes to Financial Statements

                           December 31, 1998 and 1997



  (1)   ORGANIZATION

        First Cova Variable Annuity Account One (the Separate Account), a unit
        investment trust registered under the Investment Company Act of 1940 as
        amended, was established by First Cova Life Insurance Company (Cova) and
        exists in accordance with the regulations of the New York Department of
        Insurance. The Separate Account is a funding vehicle for variable
        annuity contracts issued by Cova.

        The Separate Account is divided into sub-accounts with the assets of
        each sub-account invested in the corresponding portfolios of the
        following investment companies:

        Cova Series Trust (Trust)                           9 portfolios
        Lord Abbett Series Fund, Inc. (Lord Abbett)         1 portfolio
        General American Capital Company (GACC)             1 portfolio

        Each investment company is a diversified, open-end, management
        investment company registered under the Investment Company Act of 1940
        as amended. Not all sub-accounts are available for investment depending
        upon the terms of the variable annuity contracts offered for sale by
        Cova.

  (2)   SIGNIFICANT ACCOUNTING POLICIES

        (A)   INVESTMENT VALUATION

              Investments made in the portfolios of the investment companies are
              valued at the reported net asset value of such portfolios, which
              value their investment securities at fair value. The average cost
              method is used to compute the realized gains and losses on the
              sale of portfolio shares owned by the sub-accounts. Income from
              dividends and gains from realized gain distributions are recorded
              on the ex-distribution date.

        (B)   REINVESTMENT OF DISTRIBUTIONS

              With the exception of the GACC Money Market Fund, dividends and
              gains from realized gain distributions are reinvested in
              additional shares of the portfolio.

              GACC follows the federal income tax practice known as consent
              dividending, whereby substantially all of its net investment
              income and realized capital gains are deemed to pass through to
              the Separate Account. As a result, GACC does not distribute
              dividends and realized gains. During December of each year, the
              accumulated net investment income and realized capital gains of
              the GACC Money Market Fund are allocated to the Separate Account
              by increasing the cost basis and recognizing a capital gain in the
              Separate Account.

        (C)   FEDERAL INCOME TAXES

              The operations of the Separate Account are included in the federal
              income tax return of Cova, which is taxed as a Life Insurance
              Company under the provisions of the Internal Revenue Code (IRC).
              Under current IRC provisions, Cova believes it will be treated as
              the owner of the Separate Account assets for federal income tax
              purposes and does not expect to incur federal income taxes on the
              earnings of the Separate Account to the extent the earnings are
              credited to the variable annuity contracts. Based on this, no
              charge is being made currently to the Separate Account for federal
              income taxes. A charge may be made in future years for any federal
              income taxes that would be attributable to the contracts.

  (3)   SEPARATE ACCOUNT EXPENSES

        Cova deducts a daily charge from the net assets of the Separate Account
        equivalent to an annual rate of 1.25% for the assumption of mortality
        and expense risks and 0.15% for administrative expenses. The mortality
        risks assumed by Cova arise from its contractual obligation to make
        annuity payments after the annuity date for the life of the annuitant
        and to waive the withdrawal fee in the event of the death of the
        contract owner. The administrative fees cover the cost of establishing
        and maintaining the variable annuity contracts and the Separate Account.

  (4)   CONTRACT FEES

        There are no deductions made from purchase payments for sales fees at
        the time a variable annuity contract is purchased. However, if all or a
        portion of the contract value is withdrawn, a withdrawal fee may be
        assessed and deducted from the contract value or payment to the contract
        owner. The withdrawal fee is imposed on withdrawals of contract values
        attributable to purchase payments within seven years after receipt and
        is equal to 7% of the purchase payments withdrawn in the first and
        second years, 5% of the purchase payments withdrawn in the third,
        fourth, and fifth years, and 3% of the purchase payments withdrawn in
        the six and seventh years. After the first contract anniversary,
        provided the contract value exceeds $5000, the contract owner may make
        one withdrawal each contract year of up to 10% of the aggregate purchase
        payments (on deposit for more than one year) without incurring a
        surrender fee. There were no surrender fees deducted from the contract
        values in the Separate Account in 1998.

        An annual contract maintenance fee of $30 is imposed on all variable
        annuity contracts with contract values less than $50,000 on their policy
        anniversary. This fee covers the cost of contract administration for the
        previous year and is prorated between the sub-accounts and the fixed
        rate account to which the contract value is allocated. In 1998, contract
        maintenance fees of $117 were deducted from the contract values in the
        Separate Account.

        Subject to certain restrictions, the contract owner may transfer all or
        a part of the accumulated value of the contract among the available
        sub-accounts of the Separate Account and the fixed rate account offered
        by Cova. If more than 12 transfers have been made in the contract year,
        a transfer fee of $25 per transfer or, if less, 2% of amount
        transferred, will be deducted from the contract account value. Transfers
        made in the Dollar Cost Averaging program are not subject to the
        transfer fee. There were no transfer fees deducted from the contract
        values in the Separate Account in 1998.

        Cova currently advances any premium taxes due at the time purchase
        payments are made and then deducts premium taxes from the contract value
        at the time annuity payments begin. Cova reserves the right to deduct
        premium taxes when incurred.


                     FIRST COVA VARIABLE ANNUITY ACCOUNT ONE

                          Notes to Financial Statements

                           December 31, 1998 and 1997




  (5)   SUBSEQUENT EVENT

        On January 8, 1999, the Lord Abbett Growth and Income sub-account ceased
        operations and its assets were transferred to the Trust Lord Abbett
        Growth and Income sub-account which commenced operations on January 8,
        1999. The Trust Lord Abbett Growth and Income sub-account invests in the
        Trust Lord Abbett Growth and Income Portfolio which commenced operations
        on January 8, 1999. The Trust Lord Abbett Growth and Income Portfolio is
        managed by Lord Abbett who also manages the Lord Abbett Growth and
        Income Portfolio.


                     FIRST COVA VARIABLE ANNUITY ACCOUNT ONE

                          Notes to Financial Statements

                           December 31, 1998 and 1997




(6)    UNIT FAIR VALUES

<TABLE>
<CAPTION>
       A summary of accumulation unit values, net assets, performance returns,
       and expense ratios for each sub-account follows:





                                               Commenced           Accumulation Unit Value                Net Assets
                                                                -------------------------------   ----------------------------
                                              Operations             1998            1997             1998           1997
                                           ----------------     ---------------  --------------   -------------  -------------
<S>                                           <C>            <C>                     <C>               <C>            <C>
       Trust Bond Debenture                   5/15/97        $       13.496763       12.882042         160,783        115,001
       Trust Developing Growth                11/23/98               11.068002              --           1,844             --
       Trust Large Cap Research                3/3/98                11.825475              --          32,078             --
       Trust Mid-Cap Value                     3/4/98                10.437999              --          15,521             --
       Trust Quality Bond                     5/15/97                11.914486       11.155130          68,612         23,068
       Trust Small Cap Stock                  3/17/97                12.583415       13.492111          33,709          7,146
       Trust Large Cap Stock                  3/11/97                19.428714       14.889594         130,082         41,799
       Trust Select Equity                    3/11/97                16.987197       14.053502          88,450         18,566
       Trust International Equity             3/11/97                12.891430       11.462941          89,651         43,974
       Lord Abbett Growth and Income*         3/11/97                34.325420       30.837096         312,758        171,060
       GACC Money Market                      12/28/98               11.109941              --          24,008             --
                                           ================     ===============  ==============   =============  =============
</TABLE>

     * Sub-account ceased operations on January 8, 1999.
    ** Performance returns for sub-accounts that commenced operations during the
       year are not annualized. Expense ratios for sub-accounts that commenced
       operations during the year are annualized.


                     FIRST COVA VARIABLE ANNUITY ACCOUNT ONE

                          Notes to Financial Statements

                           December 31, 1998 and 1997




(6)    UNIT FAIR VALUES

<TABLE>
<CAPTION>
       A summary of accumulation unit values, net assets, performance returns,
       and expense ratios for each sub-account follows:

                                                                                                       SEPARATE
                                                                                                        ACCOUNT
                                                                                                      Expenses to
                                                                                 Total                to Average
                                                         Commenced             Return**              Net Assets**
                                                                         ----------------------  ----------------------
                                                                         ----------------------  ----------  ----------
                                                        Operations         1998        1997        1998        1997
                                                     ----------------    ---------   ----------  ----------  ----------
<S>                                                     <C>                 <C>           <C>         <C>         <C>
       Trust Bond Debenture                             5/15/97              4.77 %       9.71        1.40        1.40
       Trust Developing Growth                          11/23/98             8.57           --        1.40          --
       Trust Large Cap Research                          3/3/98              8.01           --        1.40          --
       Trust Mid-Cap Value                               3/4/98             (5.54)          --        1.40          --
       Trust Quality Bond                               5/15/97              6.81         6.79        1.40        1.40
       Trust Small Cap Stock                            3/17/97             (6.74)       23.53        1.40        1.40
       Trust Large Cap Stock                            3/11/97             30.49        20.08        1.40        1.40
       Trust Select Equity                              3/11/97             20.88        19.47        1.40        1.40
       Trust International Equity                       3/11/97             12.46         2.87        1.40        1.40
       Lord Abbett Growth and Income*                   3/11/97             11.31        14.18        1.40        1.40
       GACC Money Market                                12/28/98               --           --          --          --
                                                     ================    =========   ==========  ==========  ==========
</TABLE>

     * Sub-account ceased operations on January 8, 1999.
    ** Performance returns for sub-accounts that commenced operations during the
       year are not annualized. Expense ratios for sub-accounts that commenced
       operations during the year are annualized.


                     FIRST COVA VARIABLE ANNUITY ACCOUNT ONE

                          Notes to Financial Statements

                           December 31, 1998 and 1997




(7)    REALIZED GAIN (LOSS) AND CHANGE IN UNREALIZED APPRECIATION

<TABLE>
<CAPTION>
       The table below summarizes the realized gain (loss)
       on the sale of fund shares and the change in unrealized
       appreciation for each sub-account during the year.

                                                                              1998        1997
                                                                           -----------  ----------
<S>                                                                      <C>               <C>
       Realized gain (loss) on sale of fund shares:
         Trust Bond Debenture:
            Aggregate proceeds from sales of fund shares                 $      3,263      24,281
            Aggregate cost of fund shares redeemed                              3,243      24,204
                                                                           -----------  ----------

         Realized gain (loss)                                            $         20          77
                                                                           ===========  ==========

         Trust Developing Growth:
            Aggregate proceeds from sales of fund shares                 $          1          --
            Aggregate cost of fund shares redeemed                                  1          --
                                                                           -----------  ----------

         Realized gain (loss)                                            $         --          --
                                                                           ===========  ==========

         Trust Large Cap Research:
            Aggregate proceeds from sales of fund shares                 $        206          --
            Aggregate cost of fund shares redeemed                                203          --
                                                                           -----------  ----------

         Realized gain (loss)                                            $          3          --
                                                                           ===========  ==========

         Trust Mid-Cap Value:
            Aggregate proceeds from sales of fund shares                 $        105          --
            Aggregate cost of fund shares redeemed                                109          --
                                                                           -----------  ----------

         Realized gain (loss)                                            $         (4)         --
                                                                           ===========  ==========

         Trust Quality Bond:
            Aggregate proceeds from sales of fund shares                 $      2,573         172
            Aggregate cost of fund shares redeemed                              2,509         169
                                                                           -----------  ----------

         Realized gain (loss)                                            $         64           3
                                                                           ===========  ==========

         Trust Small Cap Stock:
            Aggregate proceeds from sales of fund shares                 $        205          17
            Aggregate cost of fund shares redeemed                                216          16
                                                                           -----------  ----------

         Realized gain (loss)                                            $        (11)          1
                                                                           ===========  ==========
</TABLE>

<TABLE>
<CAPTION>
                     FIRST COVA VARIABLE ANNUITY ACCOUNT ONE

                          Notes to Financial Statements

                           December 31, 1998 and 1997




                                                                              1998        1997
                                                                           -----------  ----------
<S>                                                                      <C>               <C>
       Realized gain (loss) on sale of fund shares, continued:
         Trust Large Cap Stock:
            Aggregate proceeds from sales of fund shares                 $      2,908       1,700
            Aggregate cost of fund shares redeemed                              2,698       1,704
                                                                           -----------  ----------

         Realized gain (loss)                                            $        210          (4)
                                                                           ===========  ==========

         Trust Select Equity:
            Aggregate proceeds from sales of fund shares                 $        759       1,651
            Aggregate cost of fund shares redeemed                                722       1,650
                                                                           -----------  ----------

         Realized gain (loss)                                            $         37           1
                                                                           ===========  ==========

         Trust International Equity:
            Aggregate proceeds from sales of fund shares                 $      1,440      25,579
            Aggregate cost of fund shares redeemed                              1,412      25,395
                                                                           -----------  ----------

         Realized gain (loss)                                            $         28         184
                                                                           ===========  ==========

         Lord Abbett Growth and Income:
            Aggregate proceeds from sales of fund shares                 $      3,648      74,949
            Aggregate cost of fund shares redeemed                              3,636      73,502
                                                                           -----------  ----------

         Realized gain (loss)                                            $         12       1,447
                                                                           ===========  ==========

         GACC Money Market:
            Aggregate proceeds from sales of fund shares                 $         --          --
            Aggregate cost of fund shares redeemed                                 --          --
                                                                           -----------  ----------

         Realized gain (loss)                                            $         --          --
                                                                           ===========  ==========

       Unrealized appreciation (depreciation):
         Trust Bond Debenture:
            Appreciation (depreciation), end of period                   $      2,619          46
            Appreciation (depreciation), beginning of period                       46          --
                                                                           -----------  ----------

         Unrealized appreciation (depreciation)                          $      2,573          46
                                                                           ===========  ==========

         Trust Developing Growth:
            Appreciation (depreciation), end of period                   $        121          --
            Appreciation (depreciation), beginning of period                       --          --
                                                                           -----------  ----------

         Unrealized appreciation (depreciation)                          $        121          --
                                                                           ===========  ==========

                     FIRST COVA VARIABLE ANNUITY ACCOUNT ONE

                          Notes to Financial Statements

                           December 31, 1998 and 1997




                                                                              1998        1997
                                                                           -----------  ----------
       Unrealized appreciation (depreciation), continued:
         Trust Large Cap Research:
            Appreciation (depreciation), end of period                   $      2,958          --
            Appreciation (depreciation), beginning of period                       --          --
                                                                           -----------  ----------

         Unrealized appreciation (depreciation)                          $      2,958          --
                                                                           ===========  ==========

         Trust Mid-Cap Value:
            Appreciation (depreciation), end of period                   $         87          --
            Appreciation (depreciation), beginning of period                       --          --
                                                                           -----------  ----------

         Unrealized appreciation (depreciation)                          $         87          --
                                                                           ===========  ==========

         Trust Quality Bond:
            Appreciation (depreciation), end of period                   $      3,041         101
            Appreciation (depreciation), beginning of period                      101          --
                                                                           -----------  ----------

         Unrealized appreciation (depreciation)                          $      2,940         101
                                                                           ===========  ==========

         Trust Small Cap Stock:
            Appreciation (depreciation), end of period                   $        394         303
            Appreciation (depreciation), beginning of period                      303          --
                                                                           -----------  ----------

         Unrealized appreciation (depreciation)                          $         91         303
                                                                           ===========  ==========

         Trust Large Cap Stock:
            Appreciation (depreciation), end of period                   $     21,707        (598)
            Appreciation (depreciation), beginning of period                     (598)         --
                                                                           -----------  ----------

         Unrealized appreciation (depreciation)                          $     22,305        (598)
                                                                           ===========  ==========

         Trust Select Equity:
            Appreciation (depreciation), end of period                   $     10,608       1,102
            Appreciation (depreciation), beginning of period                    1,102          --
                                                                           -----------  ----------

         Unrealized appreciation (depreciation)                          $      9,506       1,102
                                                                           ===========  ==========

         Trust International Equity:
            Appreciation (depreciation), end of period                   $      5,127      (1,965)
            Appreciation (depreciation), beginning of period                   (1,965)         --
                                                                           -----------  ----------

         Unrealized appreciation (depreciation)                          $      7,092      (1,965)
                                                                           ===========  ==========

                     FIRST COVA VARIABLE ANNUITY ACCOUNT ONE

                          Notes to Financial Statements

                           December 31, 1998 and 1997




                                                                              1998        1997
                                                                           -----------  ----------
       Unrealized appreciation (depreciation), continued:
         Lord Abbett Growth and Income:
            Appreciation (depreciation), end of period                   $      2,381      (7,744)
            Appreciation (depreciation), beginning of period                   (7,744)         --
                                                                           -----------  ----------

         Unrealized appreciation (depreciation)                          $     10,125      (7,744)
                                                                           ===========  ==========

         GACC Money Market:
            Appreciation (depreciation), end of period                   $         11          --
            Appreciation (depreciation), beginning of period                       --          --
                                                                           -----------  ----------

         Unrealized appreciation (depreciation)                          $         11          --
                                                                           ===========  ==========
</TABLE>


<TABLE>
<CAPTION>
                                             FIRST COVA VARIABLE ANNUITY ACCOUNT ONE

                                                  Notes to Financial Statements

                                                   December 31, 1998 and 1997




(8)      UNIT TRANSACTIONS

         The change in the number of accumulation units is as follows:

                                                                                                    TRUST
                                                      --------------------------------------------------------------------------
                                                          Bond             Developing      Large Cap       Mid-Cap    Quality
                                                          Debenture        Growth          Research       Value         Bond
                                                      -------------------------------   ---------------------------  -----------
<S>                                                        <C>                <C>            <C>           <C>            <C>
         Unit balance at 12/31/96
           Contract units purchased                         7,125              --               --            --             --
           Contract units transferred, net                  1,831              --               --            --          2,100
           Contract units redeemed                            (28)             --               --            --            (32)
                                                      --------------  ---------------   -------------  ------------  -----------

         Unit balance at 12/31/97                           8,928              --               --            --          2,068
           Contract units purchased                         1,929              --            2,602         1,370          3,068
           Contract units transferred, net                  1,205             167              111           117            794
           Contract units redeemed                           (149)             --               --            --           (171)
                                                      --------------  ---------------   -------------  ------------  -----------

         Unit balance at 12/31/98                          11,913             167            2,713         1,487          5,759
                                                      ==============  ===============   =============  ============  ===========
</TABLE>

<TABLE>
<CAPTION>
                     FIRST COVA VARIABLE ANNUITY ACCOUNT ONE

                          Notes to Financial Statements

                           December 31, 1998 and 1997




(8)      UNIT TRANSACTIONS

         The change in the number of accumulation units is as follows:

                                                                                                        LORD ABBETT      GACC
                                              ------------------------------------------------------  ----------------------------
                                                  Small Cap    Large Cap    Select      International    Growth and      Money
                                                  Stock        Stock        Equity      Equity           Income          Market
                                              --------------  -----------  ----------   ------------  --------------   -----------
<S>                                                   <C>        <C>           <C>         <C>              <C>             <C>
         Unit balance at 12/31/96
           Contract units purchased                   390          978         1,037       2,663            4,526              --
           Contract units transferred, net            140        1,852           292       1,188            1,036              --
           Contract units redeemed                     --          (23)           (8)        (15)             (15)             --
                                              --------------  -----------  ----------   ------------  --------------   -----------

         Unit balance at 12/31/97                     530        2,807         1,321       3,836            5,547              --
           Contract units purchased                   711        2,093         2,639       1,307            2,036           2,161
           Contract units transferred, net          1,439        1,930         1,260       1,863            1,600              --
           Contract units redeemed                     (1)        (135)          (13)        (52)             (71)             --
                                              --------------  -----------  ----------   ------------  --------------   -----------

         Unit balance at 12/31/98                   2,679        6,695         5,207       6,954            9,112           2,161
                                              ==============  ===========  ==========   ============  ==============   ===========
</TABLE>



                        FIRST COVA LIFE INSURANCE COMPANY

                   Statutory Financial Statements and Schedule

                        December 31, 1998, 1997, and 1996

                   (With Independent Auditors' Report Thereon)



                          INDEPENDENT AUDITORS' REPORT



     The Board of Directors and Shareholder
     First Cova Life Insurance Company:


     We have audited the accompanying statutory statements of admitted assets,
     liabilities, and capital stock and surplus of First Cova Life Insurance
     Company (the Company) as of December 31, 1998 and 1997, and the related
     statutory statements of operations, capital stock and surplus, and cash
     flow for each of the years in the three-year period ended December 31,
     1998. These statutory financial statements are the responsibility of the
     Company's management. Our responsibility is to express an opinion on these
     statutory financial statements based on our audits.

     We conducted our audits in accordance with generally accepted auditing
     standards. Those standards require that we plan and perform the audit to
     obtain reasonable assurance about whether the financial statements are free
     of material misstatement. An audit includes examining, on a test basis,
     evidence supporting the amounts and disclosures in the financial
     statements. An audit also includes assessing the accounting principles used
     and significant estimates made by management, as well as evaluating the
     overall financial statement presentation. We believe that our audits
     provide a reasonable basis for our opinion.

     As described more fully in note 2 to the financial statements, the Company
     prepared these financial statements using accounting practices prescribed
     or permitted by the New York State Insurance Department, which practices
     differ from generally accepted accounting principles. The effects on the
     financial statements of the variances between the statutory basis of
     accounting and generally accepted accounting principles are also described
     in note 2.

     In our opinion, because of the effects of the matter discussed in the
     preceding paragraph, the financial statements referred to above do not
     present fairly, in conformity with generally accepted accounting
     principles, the financial position of First Cova Life Insurance Company as
     of December 31, 1998 and 1997, or the results of its operations or its cash
     flows for each of the years in the three-year period ended December 31,
     1998.

     Also, in our opinion, the financial statements referred to above present
     fairly, in all material respects, the admitted assets, liabilities, and
     capital stock and surplus of First Cova Life Insurance Company as of
     December 31, 1998 and 1997, and the results of its operations and its cash
     flow for each of the years in the three-year period ended December 31,
     1998, on the basis of accounting described in note 2.

     Our audits were made for the purpose of forming an opinion on the basic
     statutory financial statements taken as a whole. The supplementary
     information included in the accompanying schedule is presented for purposes
     of additional analysis and is not a required part of the basic statutory
     financial statements. Such information has been subjected to the auditing
     procedures applied in the audits of the basic statutory financial
     statements and, in our opinion, is fairly stated in all material respects
     in relation to the basic statutory financial statements taken as a whole.






     Chicago, Illinois
     April 23, 1999

<TABLE>
<CAPTION>
                        FIRST COVA LIFE INSURANCE COMPANY

              Statutory Statements of Admitted Assets, Liabilities,
                          and Capital Stock and Surplus

                           December 31, 1998 and 1997

                        (In thousands, except share data)


                          ADMITTED ASSETS                                              1998         1997
                                                                                    -----------  -----------
<S>                                                                               <C>               <C>
Bonds                                                                             $     58,302      159,738
Mortgage loans on real estate                                                               --        8,866
Policy loans                                                                                --       20,544
Cash and short-term investments                                                          5,894        3,026
                                                                                    -----------  -----------

             Total cash and investments                                                 64,196      192,174
                                                                                    -----------  -----------

Investment income due and accrued                                                          829        3,017
Federal income taxes recoverable                                                            --           66
Other assets                                                                                 8            9
                                                                                    -----------  -----------

             Total admitted assets excluding separate account assets                    65,033      195,266

Separate Account assets                                                                    958          421
                                                                                    -----------  -----------

             Total admitted assets                                                $     65,991      195,687
                                                                                    ===========  ===========

             LIABILITIES AND CAPITAL STOCK AND SURPLUS

Aggregate reserve for life policies and annuity contracts                         $     30,366      164,208
Supplementary contracts without life contingencies                                         288          120
Life policy and annuity contract claims                                                     (1)         726
Interest maintenance reserve                                                             3,192        1,583
General expenses due or accrued                                                             64           95
Transfers to Separate Accounts due or accrued                                              (31)         (21)
Taxes, licenses, and fees due or accrued
    excluding Federal income taxes                                                         216          220
Federal income taxes                                                                     1,393           --
Remittances and items not allocated                                                         22          (14)
Unearned investment income                                                                  --            3
Asset valuation reserve                                                                    523        1,529
Payable to parent, subsidiaries, and affiliates                                             20           35
Reinsurance payable to parent                                                            1,369        2,372
Checks outstanding                                                                         291           46
Accounts payable - security purchases                                                      480           --
                                                                                    -----------  -----------

             Total liabilities excluding separate account liabilities                   38,192      170,902

Separate Account liabilities                                                               958          421
                                                                                    -----------  -----------

             Total liabilities                                                          39,150      171,323
                                                                                    -----------  -----------

Common capital stock, $10 par value.  Authorized,
    issued, and outstanding 200,000 shares                                               2,000        2,000
Gross paid-in and contributed surplus                                                   11,501       11,501
Unassigned surplus                                                                      13,340       10,863
                                                                                    -----------  -----------

             Total capital stock and surplus                                            26,841       24,364
                                                                                    -----------  -----------

             Total liabilities and capital stock and surplus                      $     65,991      195,687
                                                                                    ===========  ===========
</TABLE>

See accompanying notes to statutory financial statements.


<TABLE>
<CAPTION>
                        FIRST COVA LIFE INSURANCE COMPANY

                       Statutory Statements of Operations

                  Years ended December 31, 1998, 1997, and 1996

                                 (In thousands)




                                                                                          1998          1997          1996
                                                                                       ------------  ------------   ----------
<S>                                                                                  <C>                  <C>          <C>
Income:
    Premiums and annuity considerations                                              $    (128,883)           --           --
    Deposit-type funds                                                                         948         6,851          569
    Considerations for supplementary contracts
      without life contingencies                                                               219            54           81
    Net investment income                                                                   13,813        13,771       13,507
    Amortization of interest maintenance reserve                                              (347)         (244)        (206)
    Separate Account net gain from operations
      excluding unrealized gains or losses                                                      11            --           --
    Separate Account administration fee income                                                   9             2           --
                                                                                       ------------  ------------   ----------

             Total income                                                                 (114,230)       20,434       13,951
                                                                                       ------------  ------------   ----------

Benefits and expenses:
    Death benefits                                                                           2,471         3,294        2,691
    Annuity benefits                                                                           383           365           --
    Surrender benefits and other fund withdrawals                                           12,758         7,222        8,719
    Interest on policy or contract funds                                                        47            11           10
    Payment on supplementary contracts without
      life contingencies                                                                        62            24           12
    Increase (decrease) in aggregate reserves
      for life policies and annuity contracts                                             (134,624)        5,904         (928)
    Increase in reserve for supplementary
      contracts without life contingencies                                                     168            30           66
    Commissions on premiums, annuity
      considerations and deposit-type funds                                                     44           239           20
    Commissions and expense allowances on
      reinsurance assumed                                                                      405           423          400
    General insurance expenses                                                                 679           966          663
    Insurance taxes, licenses, and fees,
      excluding Federal income taxes                                                          (170)          142           25
    Net transfers to Separate Accounts                                                         446           388           --
    Other expenses                                                                              --             1            1
                                                                                       ------------  ------------   ----------

             Total benefits and expenses                                                  (117,331)       19,009       11,679
                                                                                       ------------  ------------   ----------

Income from operations before Federal income taxes
    and realized capital gains                                                               3,101         1,425        2,272

Federal income tax expense, excluding
     tax on capital gains                                                                      837           145          445
                                                                                       ------------  ------------   ----------

             Net gain from operations before realized capital gains                          2,264         1,280        1,827

Realized capital gains (net of tax expense of $992 in 1998 and tax benefit of
    $89 and $111 in 1997 and 1996, respectively, and net of amounts transferred
    to the IMR of $1,263, $(122),
    and $(153) in 1998, 1997, and 1996, respectively)                                           --            --           --
                                                                                       ------------  ------------   ----------

             Net income                                                              $       2,264         1,280        1,827
                                                                                       ============  ============   ==========
</TABLE>


See accompanying notes to statutory financial statements.


<TABLE>
<CAPTION>
                        FIRST COVA LIFE INSURANCE COMPANY

                Statutory Statements of Capital Stock and Surplus

                  Years ended December 31, 1998, 1997, and 1996

                                 (In thousands)


                                                                                      1998        1997          1996
                                                                                    ---------   ---------     ---------
<S>                                                                               <C>             <C>           <C>
Capital stock - balance at beginning and end of year                              $    2,000       2,000         2,000
                                                                                    ---------   ---------     ---------

Gross paid-in and contributed surplus - balance at
   beginning and end of year                                                          11,501      11,501        11,501
                                                                                    ---------   ---------     ---------

Unassigned surplus:
    Balance at beginning of year                                                      10,863       9,642         8,028
    Net income (loss)                                                                  2,264       1,280         1,827
    Change in reserve on account of change in valuation basis                           (781)         --            --
    Change in asset valuation reserve                                                  1,005         (59)         (285)
    Other changes in surplus in Separate Accounts Statement                              (11)         --            --
    Prior period Federal Income Tax adjustment                                            --          --            72
                                                                                    ---------   ---------     ---------

Balance at end of year                                                                13,340      10,863         9,642
                                                                                    ---------   ---------     ---------

             Total capital stock and surplus                                      $   26,841      24,364        23,143
                                                                                    =========   =========     =========
</TABLE>

See accompanying notes to statutory financial statements.

<TABLE>
<CAPTION>
                        FIRST COVA LIFE INSURANCE COMPANY

                        Statutory Statements of Cash Flow

                  Years ended December 31, 1998, 1997, and 1996

                                 (In thousands)




                                                                                      1998          1997         1996
                                                                                   -----------   ------------  ---------
<S>                                                                              <C>                  <C>        <C>
Cash from operations:
    Premiums and annuity considerations                                          $   (128,883)            --         --
    Deposit-type funds                                                                    948          6,852        569
    Considerations for supplementary contracts without
      life contingencies                                                                  219             54         81
    Net investment income                                                              15,912         13,310     13,499
    Separate Account administration fee income                                              9              2
    Miscellaneous income                                                                   --             --         72
                                                                                   -----------   ------------  ---------
                                                                                     (111,795)        20,218     14,221
                                                                                   -----------   ------------  ---------
    Death benefits                                                                      3,196          2,842      2,716
    Surrender benefits and other fund withdrawals                                      12,758          7,222      8,719
    Other benefits to policyholders, primarily annuity benefits                           495            399         23
    Commissions, other expenses, and taxes paid,
      excluding Federal income tax                                                      1,262          1,709      1,089
    Net transfers to Separate Accounts                                                    456            409         --
    Federal income taxes paid (recovered), excluding
      tax on capital gains                                                               (622)           544        156
                                                                                   -----------   ------------  ---------

                                                                                       17,545         13,125     12,703
                                                                                   -----------   ------------  ---------
             Net cash (used in) from operations                                      (129,340)         7,093      1,518
                                                                                   -----------   ------------  ---------

Cash from investments:
    Proceeds from investments sold, matured, or repaid:
      Bonds                                                                           118,066         40,473     40,506
      Mortgage loans                                                                   11,057            364      1,316
                                                                                   -----------   ------------  ---------

             Total investment proceeds                                                129,123         40,837     41,822
                                                                                   -----------   ------------  ---------

    Taxes (paid) recovered on capital losses                                             (721)            67         84
                                                                                   -----------   ------------  ---------

Cost of investments acquired:
    Bonds                                                                              14,981         44,688     41,686
    Mortgage loans                                                                      1,500            479         --
                                                                                   -----------   ------------  ---------

             Total investments acquired                                                16,481         45,167     41,686
                                                                                   -----------   ------------  ---------

Net increase (decrease) in policy loans                                               (20,544)         1,651      1,970
                                                                                   -----------   ------------  ---------

             Net cash from (used for) investments                                     132,465         (5,914)    (1,750)
                                                                                   -----------   ------------  ---------

Cash from (used in) financing and miscellaneous sources:

    Cash provided - other                                                                 761             13      2,015
    Cash applied - other                                                               (1,018)        (2,155)      (935)
                                                                                   -----------   ------------  ---------

             Net cash from financing and miscellaneous sources                           (257)        (2,142)     1,080
                                                                                   -----------   ------------  ---------

             Net change in cash and short-term investments                              2,868           (963)       848

Cash and short-term investments at beginning of year                                    3,026          3,989      3,141
                                                                                   -----------   ------------  ---------

Cash and short-term investments at end of year                                   $      5,894          3,026      3,989
                                                                                   ===========   ============  =========
</TABLE>

See accompanying notes to statutory financial statements.


                        FIRST COVA LIFE INSURANCE COMPANY

                     Notes to Statutory Financial Statements

                        December 31, 1998, 1997, and 1996


(1)     COMPANY OWNERSHIP AND NATURE OF BUSINESS

              COMPANY OWNERSHIP

              First Cova Life Insurance Company (the Company) is a wholly owned
              subsidiary of Cova Financial Services Life Insurance Company
              (CFSLIC), which is a downstream subsidiary of General American
              Life Insurance Company (GALIC), a Missouri domiciled life
              insurance company.

              NATURE OF BUSINESS

              The Company is licensed to do business in the state of New York.
              The Company markets and services single premium deferred annuities
              and variable annuities. Most of the policies issued present no
              significant mortality nor longevity risk to the Company, but
              rather represent investment deposits by the policyholders. Life
              insurance policies provide policy beneficiaries with mortality
              benefits amounting to a multiple, which declines with age, of the
              original premium.

              Under the deferred annuity contracts, interest rates credited to
              policyholder deposits are guaranteed by the Company for periods
              from one to seven years, but in no case may renewal rates be less
              than 3%. The Company may assess surrender fees against amounts
              withdrawn prior to scheduled rate reset and adjust account values
              based on current crediting rates. Policyholders may also incur
              certain Federal income tax penalties on withdrawals.

              Under the variable annuity contracts, policyholder deposits are
              allocated to various separate account sub-accounts or the general
              accounts. A sub-account is valued at the sum of market values of
              the securities in its underlying investment portfolio. The
              contract value allocated to a sub-account will fluctuate based on
              the performance of the sub-accounts. The contract value allocated
              to the general accounts is credited with a fixed interest rate for
              a specified period. The Company may assess surrender fees against
              amounts withdrawn prior to the end of the withdrawal charge
              period. Policyholders also may incur certain federal income tax
              penalties on withdrawals.

              Although the Company markets its products through numerous
              distributors, including regional brokerage firms, national
              brokerage firms, and banks, approximately 54% of the Company's
              sales were through Edward Jones and Company in 1998. Approximately
              58% of the Company's sales were through Dreyfus Service
              Organization in 1997 and 91% of the Company's sales were through
              one specific brokerage firm, Advest, in 1996.

(2)     BASIS OF PRESENTATION

        The accompanying statutory financial statements have been prepared in
        conformity with accounting practices prescribed or permitted by the New
        York State Insurance Department, which is a comprehensive basis of
        accounting other than generally accepted accounting principles.
        Prescribed statutory accounting practices include state laws,
        regulations, and general administrative rules, as well as a variety of
        publications of the National Association of Insurance Commissioners
        (NAIC). Permitted statutory accounting practices encompass all
        accounting practices that are not prescribed; such practices differ from
        state to state, may differ from company to company within a state, and
        may change in the future. All material transactions recorded by the
        Company during 1998, 1997, and 1996 are in conformity with prescribed
        practices.

        Generally accepted accounting principles (GAAP) differ in certain
        respects from the accounting practices prescribed or permitted by
        insurance regulatory authorities (statutory accounting principles).

        The major differences arise principally from the immediate expense
        recognition of policy acquisition costs and intangible assets for
        statutory reporting, determination of policy reserves based on different
        discount rates and methods, the non-recognition of financial reinsurance
        for GAAP reporting, the establishment of an Asset Valuation Reserve as a
        contingent liability based on the credit quality of the Company's
        investment securities on a statutory basis, and the establishment of an
        Interest Maintenance Reserve on a statutory basis as an unearned
        liability to defer the realized gains and losses of fixed income
        investments presumably resulting from changes to interest rates and
        amortize them into income over the remaining life of the investment
        sold. In addition, adjustments to record the carrying values of debt
        securities and certain equity securities at market are applied only
        under GAAP reporting.

        Another difference arises from Federal income taxes being charged to
        operations based on income that is currently taxable. Deferred income
        taxes are not provided for the tax effect of temporary differences
        between book and tax basis of assets and liabilities on a statutory
        basis.

        Purchase accounting creates another difference as it requires the
        restatement of GAAP assets and liabilities to their estimated fair
        values and shareholder's equity to the net purchase price. Statutory
        accounting does not recognize the purchase method of accounting.

<TABLE>
<CAPTION>
The following schedules set forth the adjustments to statutory net
income and capital stock and surplus necessary to present them in
accordance with generally accepted accounting principles (in thousands):

                                                                             1998          1997          1996
                                                                          ------------  ------------  -----------
<S>                                                                    <C>                  <C>          <C>
Net income (loss):
    As reported under statutory accounting practices                   $       2,264         1,280        1,827
    Deferred acquisition costs                                                    51           477           48
    Change in reserve for policies and contracts                              (4,872)          344          409
    Interest maintenance reserve                                              (1,609)          122           53
    Deferred income taxes                                                      3,003          (827)        (642)
    Amortization of intangible assets and liabilities                         (4,370)         (216)        (189)
    Gain on securities due to reinsurance recapture                            1,986            --            --
    Other, net                                                                   766           421          163
                                                                          ------------  ------------  -----------

         As reported under generally accepted accounting
             principles                                                $      (2,781)        1,601        1,669
                                                                          ============  ============  ===========

                                                                             1998          1997          1996
                                                                          ------------  ------------  -----------

Capital stock and surplus:
    As reported under statutory accounting practices                   $      26,841        24,364       23,143
    Deferred acquisition costs                                                   576           525           48
    Reserves for policies and contracts                                          301         5,173        4,829
    Asset valuation reserve                                                      523         1,528        1,470
    Interest maintenance reserve                                               3,192         1,583        1,461
    Unrealized appreciation (depreciation) of investments                        897         2,964       (1,470)
    Deferred income taxes                                                      2,191        (1,163)         325
    Present value of future profits                                              491         3,350        5,572
    Goodwill                                                                   2,009         2,131        2,254
    Other, net                                                                    --            --           (5)
                                                                          ------------  ------------  -----------

         As reported under generally accepted accounting
             principles                                                $      37,021        40,455       37,627
                                                                          ============  ============  ===========
</TABLE>

        In March 1998, the NAIC adopted the Codification of Statutory Accounting
        Principles (the Codification). The Codification will constitute the only
        source of "prescribed" statutory accounting practices. Accordingly, once
        implemented, the definitions of what comprises prescribed versus
        permitted statutory accounting practices may result in changes to the
        accounting policies that insurance enterprises use to prepare their
        statutory financial statements. The implementation date is ultimately
        dependent on an insurer's state of domicile. The Company is currently
        evaluating the impact of the Codification on its statutory financial
        statements.

        In preparing the statutory financial statements, management is required
        to make estimates and assumptions that affect the reported amounts of
        assets and liabilities and disclosures of contingent assets and
        liabilities as of the date of the balance sheet and revenues and
        expenses for the period. Actual results could differ significantly from
        those estimates. Investment valuation is most affected by the use of
        estimates and assumptions.

        The fair value of the Company's investments is subject to the risk that
        interest rates will change and cause a temporary increase or decrease in
        the liquidation value of debt securities. To the extent that
        fluctuations in interest rates cause the cash flow of assets and
        liabilities to change, the Company might have to liquidate assets prior
        to their maturity and recognize a gain or a loss. Interest rate exposure
        for the investment portfolio is managed through asset/liability
        management techniques which attempt to control the risks presented by
        differences in the probable cash flows and reinvestment of assets with
        the timing of crediting rate changes in the Company's policies and
        contracts. Changes in the estimated prepayments of mortgage-backed
        securities also may cause retrospective changes in the amortization
        period of such securities and the related recognition of income.

(3)     BASIS OF VALUATION AND INCOME RECOGNITION OF INVESTED ASSETS

        Asset values are generally stated as follows:

           - Investments are valued as prescribed by the NAIC.

           - Bonds not backed by other loans are valued at amortized cost using
             the interest method.

           - Mortgage-backed bonds, included in bonds, are valued at amortized
             cost. Amortization of the discount or premium from the purchase of
             these securities is recognized using a level-yield method which
             considers the estimated timing and amount of prepayments of the
             underlying mortgage loans. Actual prepayment experience is
             periodically reviewed and effective yields are recalculated when
             differences arise between the prepayments originally anticipated
             and the actual prepayments received and currently anticipated. When
             such differences occur, the net investment in the mortgage-backed
             bond is adjusted to the amount that would have existed had the new
             effective yield been applied since the acquisition of the bond with
             a corresponding charge or credit to interest income (the
             retrospective method).

        Mortgage loans and policy loans are stated at the aggregate unpaid
        principal value. Short-term investments are carried at amortized cost
        which approximates fair value.

        Investment income is recorded when earned. Realized capital gains and
        losses on the sales of investments are determined on the basis of
        specific costs of investments and are credited or charged to income net
        of federal income taxes.

(4)     REVENUE AND EXPENSE RECOGNITION

        Premiums, annuity considerations and deposit-type funds are credited to
        revenue when collected. Expenses, including acquisition costs related to
        acquiring new business, are charged to operations as incurred.

(5)     ASSET VALUATION RESERVE AND INTEREST MAINTENANCE RESERVE

        Life insurance companies are required to establish an Asset Valuation
        Reserve (AVR) and an Interest Maintenance Reserve (IMR). The AVR
        provides for a standardized statutory investment valuation reserve for
        bonds, preferred stocks, short-term investments, mortgage loans, common
        stocks, real estate, and other invested assets. The IMR is designed to
        defer net realized capital gains and losses presumably resulting from
        changes in the level of interest rates in the market and to amortize
        them into income over the remaining life of the bond or mortgage loan
        sold. The IMR represents the unamortized portion not yet taken into
        income.

(6)     FEDERAL INCOME TAXES

        Federal income taxes are charged to operations based on income that is
        currently taxable. No charge to operations is made nor liability
        established for the tax effect of timing differences between financial
        reporting and taxable income.

        For 1998, the Company will file a consolidated Federal income tax return
        with its parent company, CFSLIC. The method of allocation between the
        companies is both subject to written agreement and approval by the Board
        of Directors. Allocation is to be based upon separate return
        calculations, adjusted for any tax deferred intercompany transactions,
        with current credit for net losses to the extent recoverable in the
        consolidated return. Intercompany tax balances are to be settled no
        later than 30 days after related returns are filed.

        Amounts payable or recoverable related to periods before June 1, 1995
        are subject to an indemnification agreement with Xerox Corporation which
        has the effect that the Company is not at risk for any income taxes or
        entitled to recoveries related to those periods.

<TABLE>
<CAPTION>
The actual Federal income tax expense differed from the expected tax
expense computed by applying the U.S. Federal statutory rate to the
1998, 1997, and 1996 net gain from operations before Federal income
taxes as follows:

                                             1998                       1997                       1996
                                   -------------------------  -------------------------  -------------------------
                                                                   (IN THOUSANDS)
                                   -------------------------------------------------------------------------------
<S>                                    <C>            <C>           <C>         <C>            <C>          <C>
Computed expected tax expense    $
                                       1,085          35.0%         499         35.0%          795          35.0%
Tax basis reserve adjustment
                                          41           1.3           13           .9           (30)         (1.3)
IMR amortization                         121           3.9           85          6.0            72           3.2
Proxy tax on insurance
    acquisition costs                      3           0.1           33          2.3             4            .2
Adjustment for prior years                48           1.5         (127)        (8.9)           --           --
Intangible amortization                 (376)        (12.1)        (376)       (26.4)         (376)        (16.6)
Other                                    (85)         (2.7)          18          1.3           (20)          (.9)
                                   ------------  -----------  ------------  -----------  -------------------------

                                 $       837          27.0%         145         10.2%          445          19.6%
                                   ============  ===========  ============  ===========  =========================
</TABLE>

        The Budget Reconciliation Act of 1990 requires life insurers to
        capitalize and amortize a "proxy" amount of policy acquisition costs
        beginning in 1990. This proxy amount is based on a percentage of the
        life insurance company's premium income and not on actual policy
        acquisition costs.

(7)     TRANSACTIONS WITH AFFILIATES

        The Company has entered into a service agreement and an investment
        accounting service agreement with its parent, CFSLIC. The Company has
        also entered into an investment services agreement with Conning Asset
        Management Company, a Missouri corporation and an affiliate of the
        Company, pursuant to which the Company receives investment advice. Under
        the terms of the agreements, the companies (Service Providers) perform
        various services for the Company which include investment, underwriting,
        claims, and certain administrative functions. The Service Providers are
        reimbursed for their services. Expenses and fees paid to affiliated
        companies during 1998, 1997, and 1996 were $386,821, $339,670, and
        $337,994, respectively.

(8)     CAPITAL STOCK AND SURPLUS RESTRICTIONS

        The amount of dividends which can be paid by State of New York insurance
        companies to shareholders is subject to prior approval of the Insurance
        Commissioner. There have been no other restrictions placed on the
        unassigned surplus funds.

(9)     FAIR VALUE OF FINANCIAL INSTRUMENTS

        Statement of Financial Accounting Standards No. 107, Disclosures About
        Fair Value of Financial Instruments (SFAS 107), extends fair value
        disclosure practices with regard to financial instruments, both assets
        and liabilities, for which it is practical to estimate fair value. In
        cases where quoted market prices are not readily available, fair values
        are based on estimates that use present value or other valuation
        techniques.

        These techniques are significantly affected by the assumptions used,
        including the discount rate and estimates of future cash flows. Although
        fair value estimates are calculated using assumptions that management
        believes are appropriate, changes in assumptions or market conditions
        could cause these estimates to vary materially. In that regard, the
        derived fair value estimates cannot be substantiated by comparison to
        independent markets and, in many cases, could not be realized in the
        immediate settlement of the instruments. SFAS 107 excludes certain
        financial instruments and all nonfinancial instruments from its
        disclosure requirements. Accordingly, the aggregate fair value amounts
        presented do not represent the underlying value of the Company.

        The following methods and assumptions were used by the Company in
        estimating its fair value disclosures for financial instruments:

              CASH AND CASH EQUIVALENTS, SHORT-TERM INVESTMENTS
              AND ACCRUED INVESTMENT INCOME

              The carrying value amounts reported in the balance sheets for
              these instruments approximate their fair values.

              INVESTMENT SECURITIES AND MORTGAGE LOANS
              (INCLUDING MORTGAGE-BACKED SECURITIES)

              Fair value for bonds are based on quoted market prices, where
              available. For bonds not actively traded, fair values are
              estimated using values obtained from independent pricing services.
              In some cases, such as private placements, certain mortgage-backed
              securities, and mortgage loans, fair values are estimated by
              discounting expected future cash flows using a current market rate
              applicable to the yield, credit quality, and maturity of the
              investments. (See note 11 for fair value disclosures). As of
              December 31, 1997, the fair value of the Company's mortgage loans
              are equivalent to the carrying value.

              POLICY LOANS

              Fair values of policy loans approximate carrying value as the
              interest rates on the majority of policy loans are reset
              periodically and, therefore, approximate current interest rates.

              INVESTMENT CONTRACTS

              The Company's policy contracts require beneficiaries commence
              receipt of payments by the later of age 85 or 10 years after
              purchase, and may permit earlier surrenders, generally subject to
              fees and adjustments. Fair values for the Company's liabilities
              under investment type contracts are estimated as the amount
              payable on demand. As of December 31, 1998 and 1997, the cash
              surrender value of policyholder deposits was approximately
              $1,118,000 and $4,050,000 less than their stated carrying value.
              Of the contracts permitting surrender, substantially all provide
              the option to surrender without fee or adjustment during the 30
              days following reset of guaranteed crediting rates. The Company
              has not determined a practical method to determine the present
              value of this option.

(10)    LIFE AND ANNUITY ACTUARIAL RESERVES

        There are no deferred fractional premiums on any policies sold or
        currently in force. There are no premiums beyond the date of death.
        There are no required reserves for the waiver of deferred fractionals or
        refund of premiums beyond the date of death.

        Substandard policies are valued using a modification of the standard
        valuation tables based on the substandard rating. The modification is a
        25% additional mortality increase of the standard table for each table
        rating.

        As of December 31, 1998, the Company had no insurance in force for which
        the gross premiums were less than the net premiums according to the
        standard valuation set by the State of New York.

        The tabular interest has been determined from the basic data for the
        calculation of policy reserves.

        Tabular interest for funds not involving life contingencies for each
        valuation rate and contractual guaranteed rate was determined as the
        statutory amount required to support the required statutory reserve
        based on the Commissioner's annuity reserve valuation method. Generally
        it is 1/100 of the product of such valuation rate of interest times the
        mean funds at the beginning and end of the valuation period or issue
        date of the policy, if less.

<TABLE>
<CAPTION>
The life and annuity actuarial reserves as provided in the accompanying
statutory financial statements segregated by type and valuation
characteristics for 1998 and 1997 are given below.

                                    1998       1997              VALUATION                    WITHDRAWAL
                                  ---------  ----------
          TYPE                    RESERVE     RESERVE            BASIC/RATE                 CHARACTERISTIC
                                  ---------  ----------  ---------------------------  ----------------------------
                                      (IN THOUSANDS)
<S>                             <C>          <C>         <C>                          <C>
Structured settlements          $    1,090     1,058     1983 IAM 8.25%               No withdrawal permitted
SPDA - 1 year                       11,585    11,732     CARVM 5.75% - 7.00%          Fixed surrender charge
SPDA - 5 year                       11,867    15,030     CARVM 7.00% - 8.00%          Withdrawal limited to
                                                                                          10% per year
SPDA - 6 year                           42        37     CARVM 5.75%                  Market value adjustment
SPDA - 5 year                          314       285     CARVM 7.25%                  Market value adjustment
SPDA - 7 year                        6,249     6,027     CARVM 7.25%                  Market value adjustment
Variable                               310        75     CARVM 5.50%                  Fixed surrender charge
Ordinary life                          123       116     1958 CSO 3.5% NL             Fixed surrender charge
Ordinary life                           39        39     1980 CSO CRVM                Fixed surrender charge
Ordinary life                          249       243     1980 CSO 4.5% NO             Fixed surrender charge
Ordinary life                            2         2     Group conversion             Fixed surrender charge
                                                            excess mortality
Ordinary life                            3         3     Guaranteed insurability      Fixed surrender charge
Ordinary life                            -    18,747     1958 CSO ALB 5.5% NL         Fixed surrender charge
Group life                               -    31,291     1958 CSO ALB 5.5% NL         Fixed surrender charge
Ordinary life                            -    20,849     1980 CSO ANB Male            Fixed surrender charge
                                                            5.5% NL
Group life                               -    21,581     1980 CSO ANB Male            Fixed surrender charge
                                                            5.5% NL
Ordinary life                            -    18,564     1980 CSO ANB Female          Fixed surrender charge
                                                            5.5% NL
Group life                               -    19,990     1980 CSO ANB Female          Fixed surrender charge
                                                            5.5% NL
Miscellaneous                           16        16                --                           --
Reinsurance ceded                   (1,523)   (1,477)               --                           --
                                  ---------  ----------

                                $   30,366   164,208
                                  =========  ==========
</TABLE>

<TABLE>
<CAPTION>
(11)    INVESTMENTS

The cost or amortized cost and estimated fair value of bonds at December
31, 1998 and 1997 is as follows:

                                                                       1998
                                -----------------------------------------------------------------------------------
                                   COST OR           GROSS            GROSS          ESTIMATED
                                  AMORTIZED        UNREALIZED       UNREALIZED          FAIR           CARRYING
                                     COST            GAINS            LOSSES           VALUE            VALUE
                                ---------------  ---------------  ---------------  ---------------  ---------------
                                                                  (IN THOUSANDS)
<S>                          <C>                        <C>                 <C>         <C>               <C>
Bonds:
    Governments              $          1,288              45                --           1,333             1,288
    Public utilities                    1,800              45                --           1,845             1,800
    Industrial and
    miscellaneous                      55,214           1,039               114          56,139            55,214
                                ---------------  ---------------  ---------------  ---------------  ---------------

         Total bonds         $         58,302           1,129               114          59,317            58,302
                                ===============  ===============  ===============  ===============  ===============

                                                                       1997
                                -----------------------------------------------------------------------------------
                                   COST OR           GROSS            GROSS          ESTIMATED
                                  AMORTIZED        UNREALIZED       UNREALIZED          FAIR           CARRYING
                                     COST            GAINS            LOSSES           VALUE            VALUE
                                ---------------  ---------------  ---------------  ---------------  ---------------
                                                                  (IN THOUSANDS)

Bonds:
    Governments              $          1,267               2                --           1,269             1,267
    Public utilities                    7,134              13                --           7,148             7,134
    Industrial and
    miscellaneous                     151,337           3,261               299         154,299           151,337
                                ---------------  ---------------  ---------------  ---------------  ---------------

         Total bonds         $        159,738           3,276               299         162,716           159,738
                                ===============  ===============  ===============  ===============  ===============
</TABLE>


<TABLE>
<CAPTION>
The amortized cost and estimated fair value of bonds at December 31,
1998, by contractual maturity, are shown in the following table.
Expected maturities will differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or
without call or prepayment penalties. Maturities of mortgage-backed
securities will be substantially shorter than their contractual maturity
because they may require monthly principal installments and mortgagees
may prepay principal.

                                                                                                   ESTIMATED
                                                                                   CARRYING           FAIR
                                                                                    VALUE            VALUE
                                                                                ---------------  ---------------
                                                                                        (IN THOUSANDS)
<S>                                                                           <C>                          <C>
Due in one year or less                                                       $           400              404
Due after one year through five years                                                  22,175           22,859
Due after five years through ten years                                                 12,924           13,054
Due after ten years                                                                     4,470            4,667
Mortgage-backed securities                                                             18,333           18,333
                                                                                ---------------  ---------------

         Total                                                                $        58,302           59,317
                                                                                ===============  ===============
</TABLE>

<TABLE>
<CAPTION>
Approximately 48.1% of the Company's bonds are of highest quality, 44.9%
are of high quality, and 7.0% are of medium quality based on NAIC rating
methodology. No provision was made for possible decline in the fair
value of individual bonds, other than the establishment of AVR, as of
December 31, 1998 or 1997, as the Company intends to hold the
investments until such time as no significant loss would result.

The components of net investment income were as follows:

                                                                       1998           1997            1996
                                                                   -------------  --------------  --------------
                                                                                  (IN THOUSANDS)
<S>                                                              <C>                    <C>             <C>
Income on bonds                                                  $     11,211           11,354          11,274
Income on mortgage loans                                                  855              786             940
Income on short-term investments                                          242              197             106
Income on cash on deposit                                                   6                7               4
Income on policy loans                                                  1,588            1,531           1,281
Miscellaneous interest                                                     --               --               4
                                                                   -------------  --------------  --------------

Total investment income                                                13,902           13,875          13,609
Investment expenses                                                       (89)            (104)           (102)
                                                                   -------------  --------------  --------------

         Net investment income                                         13,813           13,771          13,507
                                                                   =============  ==============  ==============

Realized capital gains/(losses):
     Mortgages                                                            661               --              --
    Bonds                                                               1,594             (211)           (264)
    Short-term investments                                                 --               --              --
                                                                   -------------  --------------  --------------

         Net realized gains/(losses) on investments              $      2,255             (211)           (264)
                                                                   =============  ==============  ==============
</TABLE>


Proceeds from sales, redemptions, and paydowns of investments in bonds during
1998 were $118,066,396. Gross gains of $2,641,028 and gross losses of $1,046,860
were realized on those sales.

Proceeds from sales, redemptions, and paydowns of investments in bonds during
1997 were $40,473,142. Gross gains of $213,835 and gross losses of $424,506 were
realized on those sales.

Proceeds from sales, redemptions, and paydowns of investments in bonds during
1996 were $40,506,099. Gross gains of $51,375 and gross losses of $315,006 were
realized on those sales.

Bonds with a carrying value of approximately $837,431 at December 31, 1998 were
deposited with governmental authorities as required by law.

<TABLE>
<CAPTION>
The Company held the following individual securities which exceeded 10% of
capital stock and surplus as of December 31, 1998 and 1997:

                                                     1998
- -------------------------------------------------------------------
                                                   AMORTIZED
LONG-TERM DEBT SECURITIES                            COST
                                               ------------------
                                                 (IN THOUSANDS)

<S>                                          <C>
Community First Bankshares                   $         4,000
FNMA Remic Tr 1992 Ser 124-PH                          3,433
Countryside Mtg. 1993-12 A4                            3,211
Time Warner                                            3,200
Develop Div Rlty                                       3,019
ERAC USA Finance                                       2,998
RJR Nabisco Inc.                                       2,947
Salomon Inc.                                           2,934
</TABLE>


<TABLE>
<CAPTION>
                                                       1997
- --------------------------------------------------------------------------------------------------------------------
                                             AMORTIZED                                                  AMORTIZED
LONG-TERM DEBT SECURITIES                       COST       LONG-TERM DEBT SECURITIES                       COST
                                            -------------                                              -------------
                                                   (IN THOUSANDS)
<S>                                       <C>              <C>                                      <C>
FNMA Remic Tr 1992-159 Pk                 $      9,858     Salomon Inc.                             $        4,870
Countryside Mtg. 1993-12 A4                      8,957     American Trans Air 1996-1                         4,850
FNMA Remic Tr 1993 Ser 54-J                      6,663     Newmont Mining Corp.                              4,084
Community First Bankshares                       6,000     Res Funding Mtg. Svcs 1993-S26 A8                 4,009
Time Warner                                      5,419     Union Acceptance Corp. Senior Notes               4,000
Develop Div Rlty                                 5,053     Independent Natl Mtg. 1995-M A2                   3,998
Swire Pacific Finance Ltd.                       5,003     Pru Home Mtg. Sec 1993-31 A10                     3,771
CS First Bost. Fin. Co. Sr                                 Sears Mtg. Securities 1993-7 T5                   3,751
    Sec 1995-A 144AAA                            5,000
American Airlines                                4,984     Countrywide Mtg. Sec 1994-7 A5                    3,518
FNMA Remic Tr 1992 Ser 124 PH                              Cox Communications Inc                            3,352
                                                 4,965
FHLMC Mc Mtg. Prt Crt Ser 1406-G                           Pru Home Mtg. Sec 1994-20 A6                      3,066
                                                 4,954
RJR Nabisco Inc.                                 4,898     Ensearch Exploration                              3,000
Alcoa Aluminum                                   4,894     Enron Corp.                                       3,000
                                                           Telecommunications Inc.                           2,851
</TABLE>

(12)    NON-ADMITTED ASSETS

        Assets must be included in the statements of assets and liabilities at
        admitted asset value, and non-admitted assets, principally agents'
        balances greater than 90 days past due, must be excluded through a
        charge against unassigned surplus.

                        FIRST COVA LIFE INSURANCE COMPANY

                     Notes to Statutory Financial Statements

                        December 31, 1998, 1997, and 1996


(13)    REINSURANCE

        In 1993, the Company entered into a reinsurance treaty with its parent,
        CFSLIC. The underlying block of business assumed was single premium
        whole life policies. On December 31, 1998, the reinsurance contract was
        terminated and CFSLIC recaptured all of the single premium whole life
        policies previously assumed by the Company. Reserves assumed at December
        31, 1997 approximated $131.0 million.

        Reserves ceded at December 31, 1998 and 1997, were $1,634,569 and
        $1,584,622, respectively. Reinsurance does not discharge the Company
        from its primarily liability to policyholders.

(14)    RISK-BASED CAPITAL

        The NAIC has developed certain risk-based capital (RBC) requirements for
        life insurers. If prescribed levels of RBC are not maintained, certain
        actions may be required on the part of the Company or its regulators. At
        December 31, 1998, the Company's total adjusted capital and authorized
        control level - RBC were $27,364,306 and $959,369, respectively. At this
        level of adjusted capital, no action is required.

(15)    GUARANTY FUND ASSESSMENTS

        The Company participates, along with all life insurance companies
        licensed in New York, in an association formed to guarantee benefits to
        policyholders of insolvent life insurance companies. Under the state
        law, the Company is contingently liable for its share of claims covered
        by the guaranty association for insolvencies incurred through 1998 but
        for which assessments have not yet been determined.

        The Company has not established an estimated liability for unassessed
        guarantee fund claims incurred prior to December 31, 1998 as management
        believes that such assessments are not material to the financial
        statements.

(16)    COMMITMENTS AND CONTINGENCIES

        In the ordinary course of business the Company is involved in various
        legal actions for which it establishes reserves where appropriate. In
        the opinion of the Company's management, based upon the advice of legal
        counsel, the resolution of such litigation is not expected to have a
        material adverse effect on the statutory financial statements.

(17)    OTHER

        Certain 1997 and 1996 amounts have been reclassified to conform to the
        1998 presentation.


                                                                     SCHEDULE 1
<TABLE>
<CAPTION>
                        FIRST COVA LIFE INSURANCE COMPANY

            Schedule of Selected Financial Data from Annual Statement

                          Year ended December 31, 1998

                            (In thousands of dollars)
<S>                                                                                         <C>
Investment income earned:
   Government bonds                                                                         $        74
   Other bonds (unaffiliated)                                                                    11,137
   Bonds of affiliates                                                                               --
   Preferred stocks (unaffiliated)                                                                   --
   Preferred stocks of affiliates                                                                    --
   Common stocks (unaffiliated)                                                                      --
   Common stocks of affiliates                                                                       --
   Mortgage loans                                                                                   855
   Real estate                                                                                       --
   Premium notes, policy loans, and liens                                                         1,588
   Collateral loans                                                                                  --
   Cash on hand and on deposit                                                                        6
   Short-term investments                                                                           242
   Other invested assets                                                                             --
   Derivative instruments                                                                            --
   Aggregate write-in for investment income                                                          --
                                                                                              ----------

           Gross investment income                                                               13,902
                                                                                              ----------

Real estate owned - book value less encumbrances

Mortgage loans - book value:
   Farm mortgages                                                                                    --
   Residential mortgages                                                                             --
   Commercial mortgages                                                                              --
                                                                                             ----------

           Total mortgage loans                                                                      --
                                                                                             ----------

Mortgage loans by standing - book value:
   Good standing                                                                                     --
   Good standing with restructured terms                                                             --
   Interest overdue                                                                                  --
   Foreclosure in process                                                                            --

Other long-term assets - statement value                                                             --

Collateral loans                                                                                     --

Bonds and stocks of parents, subsidiaries, and affiliates - book value:
   Bonds                                                                                             --
   Preferred stocks                                                                                  --
   Common stocks                                                                                     --

</TABLE>


                                                              SCHEDULE 1, CONT.
<TABLE>
<CAPTION>
                        FIRST COVA LIFE INSURANCE COMPANY

                       Schedule of Selected Financial Data from Annual Statement

                          Year ended December 31, 1998

                            (In thousands of dollars)
<S>                                                                                         <C>
Bonds and short-term investments by class and maturity: Bonds by maturity -
   statement value:
     Due within 1 year or less                                                              $    14,593
     Over 1 year through 5 years                                                                 28,981
     Over 5 years through 10 years                                                               17,886
     Over 10 years through 20 years                                                               2,660
     Over 20 years                                                                                   --
                                                                                              ----------

           Total by maturity                                                                     64,120
                                                                                              ----------

   Bonds by class - statement value:
     Class 1                                                                                     33,873
     Class 2                                                                                     26,159
     Class 3                                                                                      4,088
     Class 4                                                                                         --
     Class 5                                                                                         --
     Class 6                                                                                         --
                                                                                              ----------

           Total by class                                                                        64,120
                                                                                              ----------

Total bonds publicly traded                                                                      40,981

Total bonds privately placed                                                                     17,321

Preferred stocks - statement value                                                                   --

Common stocks - market value                                                                         --

Short-term investments - book value                                                               5,818

Financial options owned - statement value                                                            --

Financial options written and in force - statement value                                             --

Financial futures contracts open - current price                                                     --

Cash on deposit                                                                                      76

Life insurance in force (000's omitted):
   Industrial                                                                                        --
   Ordinary                                                                                           3
   Credit life                                                                                       --
   Group life                                                                                        --
                                                                                             ----------

Amount of accidental death insurance in
   force under ordinary policies                                                                     --
                                                                                             ----------
</TABLE>

                                                               SCHEDULE 1, CONT.
<TABLE>
<CAPTION>
                              FIRST COVA LIFE INSURANCE COMPANY

                  Schedule of Selected Financial Data from Annual Statement

                                Year ended December 31, 1998

                                  (In thousands of dollars)
<S>                                                                                         <C>
Life insurance policies with disability provisions in force:
   Industrial                                                                               $        --
   Ordinary                                                                                          --
   Credit life                                                                                       --
   Group life                                                                                        --

Supplementary contracts in force:
   Ordinary - not involving life contingencies                                                        7
   Amount on deposit                                                                                 --
   Income payable                                                                                    64

Ordinary - involving life contingencies                                                              --
Income payable                                                                                       --

Group - not involving life contingencies                                                             --
Amount on deposit                                                                                    --
Income payable                                                                                        --

Group - involving life contingencies                                                                 --
Income payable                                                                                       --

Annuities:
   Ordinary:
     Immediate - amount of income payable                                                            --
     Deferred - fully paid account balance                                                       30,994
     Deferred - not fully paid - account balance                                                     --

   Group:
     Immediate - amount of income payable                                                            --
     Fully paid account balance                                                                      --
     Not fully paid - account balance                                                                --

   Accident and health insurance - premiums in force:
     Ordinary                                                                                        --
     Group                                                                                           --
     Credit                                                                                          --

   Deposit funds and dividend accumulations:
     Deposit funds - account balance                                                                 --
     Dividend accumulations - account balance                                                        --

   Claim payments 1997:
     Group accident and health year ended December 31, 1998:
           1998                                                                                      --
           1997                                                                                      --
           1996                                                                                      --
</TABLE>

                                                              SCHEDULE 1, CONT.
<TABLE>
<CAPTION>
                        FIRST COVA LIFE INSURANCE COMPANY

                       Schedule of Selected Financial Data from Annual Statement

                          Year ended December 31, 1998

                            (In thousands of dollars)
<S>                                                                                         <C>
   Other accident and health:
           1998                                                                             $        --
           1997                                                                                      --
           1996                                                                                      --

   Other coverages that use developmental methods to calculate claims reserves:
           1998                                                                                      --
           1997                                                                                      --
           1996                                                                                      --
                                                                                              ==========
</TABLE>

See accompanying independent auditors' report.




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