FS VARIABLE ANNUITY ACCOUNT TWO
497, 2001-01-03
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<PAGE>   1
                                        As filed pursuant to Rule 497(c)
                                        under the Securities Act of 1933
                                        Registration No. 033-81470 and
                                        811-8624

                            VISTA CAPITAL ADVANTAGE

                                   PROSPECTUS
                               DECEMBER 29, 2000

                  FLEXIBLE PAYMENT DEFERRED ANNUITY CONTRACTS

                                   ISSUED BY

                    FIRST SUNAMERICA LIFE INSURANCE COMPANY

                               IN CONNECTION WITH

                        FS VARIABLE ANNUITY ACCOUNT TWO

        The annuity has 11 investment choices - 5 fixed account options and 6
variable investment portfolios listed below. The 5 fixed account options include
market value adjustment fixed accounts for specified periods of 1, 3, 5, 7 and
10 years. Each of the 6 variable investment portfolios invest solely in the
shares of one of the following currently available underlying Funds of Mutual
Fund Variable Annuity Trust:

<TABLE>
    <S>                                               <C>
    - International Equity                            - Asset Allocation
    - Capital Growth                                  - U.S. Government Income
    - Growth and Income                               - Money Market
</TABLE>

Additional underlying funds may be made available in the future.

        Please read this prospectus carefully before investing and keep it for
future reference. It contains important information about the Vista Capital
Advantage Variable Annuity.

        To learn more about the annuity offered by this prospectus, you can
obtain a copy of the Statement of Additional Information ("SAI") dated December
29, 2000. The SAI has been filed with the Securities and Exchange Commission
("SEC") and is incorporated by reference into this prospectus. The Table of
Contents of the SAI appears on page 28 of this prospectus. For a free copy of
the SAI, call us at (800) 99NY-SUN or write to us at our Annuity Service Center,
P.O. Box 54299, Los Angeles, California 90054-0299.

        In addition, the SEC maintains a website (http://www.sec.gov) that
contains the SAI, materials incorporated by reference and other information
filed electronically with the SEC by First SunAmerica.

        ANNUITIES INVOLVE RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL, AND ARE
NOT A DEPOSIT OR OBLIGATION OF, OR GUARANTEED OR ENDORSED BY, ANY BANK. THEY ARE
NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD OR ANY OTHER AGENCY.

        THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
<PAGE>   2

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--------------------------------------------------------------------------------
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

     First SunAmerica's Annual Report on Form 10-K for the year ended December
31, 1999 and its quarterly report on Form 10-Q for the quarters ended March 31,
2000, June 30, 2000 and September 30, 2000 are incorporated herein by reference.

     All documents or reports filed by First SunAmerica under Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") after the effective date of this prospectus shall also be
incorporated by reference. Statements contained in this prospectus and
subsequently filed documents which are incorporated by reference or deemed to be
incorporated by reference are deemed to modify or supersede documents
incorporated herein by reference.

     First SunAmerica files its Exchange Act documents and reports, including
its annual and quarterly reports on Form 10-K and Form 10-Q, electronically
pursuant to EDGAR under CIK No. 0000926897.

     First SunAmerica is subject to the informational requirements of the
Securities and Exchange Act of 1934 (as amended). We file reports and other
information with the SEC to meet those requirements. You can inspect and copy
this information at SEC public facilities at the following locations:

WASHINGTON, DISTRICT OF COLUMBIA
450 Fifth Street, N.W., Room 1024
Washington, D.C. 20549

CHICAGO, ILLINOIS
500 West Madison Street
Chicago, IL 60661

NEW YORK, NEW YORK
7 World Trade Center, 13th Fl.
New York, NY 10048

     To obtain copies by mail contact the Washington, D.C. location. After you
pay the fees as prescribed by the rules and regulations of the SEC, the required
documents are mailed.

     Registration statements under the Securities Act of 1933, as amended,
related to the contracts offered by this prospectus are on file with the SEC.
This prospectus does not contain all of the information contained in the
registration statements and its exhibits. For further information regarding the
separate account, First SunAmerica and its general account, the Variable
Portfolios and the contract, please refer to the registration statement and its
exhibits.

     The SEC also maintains a website (http://www.sec.gov) that contains the
SAI, materials incorporated by reference and other information filed
electronically with the SEC by First SunAmerica.

     First SunAmerica will provide without charge to each person to whom this
prospectus is delivered, upon written or oral request, a copy of the above
documents incorporated herein by reference. Requests for these documents should
be directed to First SunAmerica's Annuity Service Center, as follows:

       First SunAmerica Life Insurance Company
      Annuity Service Center
      P.O. Box 54299
      Los Angeles, California 90054-0299
      Telephone Number: (800) 99NY-SUN

                                        2
<PAGE>   3

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
         SECURITIES AND EXCHANGE COMMISSION POSITION ON INDEMNIFICATION
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

     If indemnification for liabilities arising under the Securities Act of 1933
(the "Act") is provided First SunAmerica's officers, directors and controlling
persons, the SEC has advised First SunAmerica that it believes such
indemnification is against public policy under the Act and unenforceable. If a
claim for indemnification against such liabilities (other than for First
SunAmerica's payment of expenses incurred or paid by its directors, officers or
controlling persons in the successful defense of any legal action) is asserted
by a director, officer or controlling person of First SunAmerica in connection
with the securities registered under this prospectus, First SunAmerica will
submit to a court with jurisdiction to determine whether the indemnification is
against public policy under the Act. First SunAmerica will be governed by final
judgment of the issue. However, if in the opinion of First SunAmerica's counsel,
this issue has been determined by controlling precedent, First SunAmerica need
not submit the issue to a court for determination.

                                        3
<PAGE>   4

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                              PAGE
ITEM                                                          ----
<S>                                                           <C>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............     2
SECURITIES AND EXCHANGE COMMISSION POSITION ON
  INDEMNIFICATION...........................................     3
DEFINITIONS.................................................     5
SUMMARY.....................................................     6
FEE TABLES..................................................     9
EXAMPLES....................................................    10
PERFORMANCE DATA............................................    11
DESCRIPTION OF FIRST SUNAMERICA, THE SEPARATE ACCOUNT AND
  THE GENERAL ACCOUNT.......................................    11
     First SunAmerica Life Insurance Company................    11
     Separate Account.......................................    12
     General Account........................................    12
VARIABLE PORTFOLIO OPTIONS..................................    12
     Voting Rights..........................................    13
     Substitution of Securities.............................    13
FIXED ACCOUNT OPTIONS.......................................    14
     Fixed Accounts.........................................    14
     Market Value Adjustment ("MVA")........................    14
CONTRACT CHARGES............................................    14
     Insurance Charges......................................    15
     Withdrawal Charges.....................................    15
     Investment Charges.....................................    15
     Contract Maintenance Fee...............................    15
     Transfer Fee...........................................    15
     Income Taxes...........................................    16
     Reduction or Elimination of Charges and Expenses, and
      Additional Amounts Credited...........................    16
     Free Withdrawal Amount.................................    16
DESCRIPTION OF THE CONTRACTS................................    16
     Summary................................................    16
     Ownership..............................................    17
     Annuitant..............................................    17
     Modification of the Contract...........................    17
     Assignment.............................................    17
     Death Benefit..........................................    17
PURCHASES, WITHDRAWALS AND CONTRACT VALUE...................    18
     Purchase Payments......................................    18
     Allocation of Purchase Payments........................    18
     Accumulation Units.....................................    19
     Free Look..............................................    19
     Transfers During the Accumulation Phase................    19
     Automatic Dollar Cost Averaging Program................    20
     Asset Allocation Rebalancing...........................    21
     Principal Advantage Program............................    21
     Withdrawals............................................    22
     Systematic Withdrawal Program..........................    22
     Minimum Contract Value.................................    23
INCOME PHASE................................................    23
     Annuity Date...........................................    23
     Income Options.........................................    23
     Transfers During the Income Phase......................    24
     Deferment of Payments..................................    24
TAXES.......................................................    25
     Annuity Contracts in General...........................    25
</TABLE>

                                        4
<PAGE>   5

<TABLE>
<CAPTION>
                                                              PAGE
ITEM                                                          ----
<S>                                                           <C>
     Tax Treatment of Distributions -- Non-Qualified
      Contracts.............................................    25
     Tax Treatment of Distributions -- Qualified
      Contracts.............................................    25
     Minimum Distributions..................................    26
     Diversification........................................    26
ADMINISTRATION..............................................    26
     Distribution of Contracts..............................    27
CUSTODIAN...................................................    27
LEGAL PROCEEDINGS...........................................    27
REGISTRATION STATEMENT......................................    27
INDEPENDENT ACCOUNTANTS.....................................    28
TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION....    28
APPENDIX A -- Market Value Adjustment ("MVA")...............   A-1
APPENDIX B -- Withdrawals and Withdrawal Charges............   B-1
APPENDIX C -- Condensed Financial Information...............   C-1
</TABLE>

All financial representatives or agents that sell the contracts offered by this
                prospectus are required to deliver a prospectus.

--------------------------------------------------------------------------------

                                  DEFINITIONS
--------------------------------------------------------------------------------

     The following terms, as used in this prospectus, have the indicated
meanings:

ACCUMULATION PHASE -- The period during which you invest money in your contract.

ACCUMULATION UNIT -- A unit of measurement which we use to calculate the value
of the variable portion of your contract during the Accumulation Phase.

ANNUITANT(S) -- The person(s) on whose life (lives) we base income payments.

ANNUITY DATE -- The date on which income payments begin, as selected by you.

ANNUITY UNIT(S) -- A measurement we use to calculate the amount of income
payments you receive from the variable portion of your contract during the
Income Phase.

BENEFICIARY -- The person designated to receive any benefits under the contract
if you or the Annuitant dies.

INCOME PHASE -- The period during which we make income payments to you.

IRS -- The Internal Revenue Service.

NON-QUALIFIED (CONTRACT) -- A contract purchased with after-tax dollars. In
general, these contracts are not under any pension plan, specially sponsored
program or individual retirement account ("IRA").

PURCHASE PAYMENTS -- The money you give us to buy the contract, as well as any
additional money you give us to invest in the contract after you own it.

QUALIFIED (CONTRACT) -- A contract purchased with pre-tax dollars. These
contracts are generally purchased under a pension plan, specially sponsored
program or IRA.

TRUST -- Mutual Fund Variable Annuity Trust, an open-end management investment
company.

UNDERLYING FUND(S) -- The underlying series of the Trust in which the Variable
Portfolios invest.

VARIABLE PORTFOLIO(S) -- The variable investment options available under the
contract. Each Variable Portfolio has its own investment objective and is
invested in the underlying investments of the Trust.

                                        5
<PAGE>   6

--------------------------------------------------------------------------------

                                    SUMMARY
--------------------------------------------------------------------------------

     This summary sets forth some of the more important points that you should
know and consider before purchasing the Vista Variable Annuity. The remainder of
the prospectus discusses the topics in more detail. We urge you to read it
carefully and retain it, and the prospectus for the Trust, for future reference.

WHAT IS AN ANNUITY CONTRACT?

     An annuity is a contract between you and an insurance company. You are the
owner of the contract. The contract provides three main benefits:

     - Tax Deferral: This means that you do not pay taxes on your earnings from
       the annuity until you withdraw them.

     - Death Benefit: If you die during the Accumulation Phase, the insurance
       company pays a death benefit to your Beneficiary.

     - Guaranteed Income: If elected, you receive a stream of income for your
       lifetime, or another available period you select.

     Tax-qualified retirement plans (e.g., IRAs, 401(k) or 403(b) plans) defer
payment of taxes on earnings until withdrawal. If you are considering funding a
tax-qualified retirement plan with an annuity, you should know that an annuity
does not provide any additional tax deferral treatment of earnings beyond the
treatment provided by the tax-qualified retirement plan itself. However,
annuities do provide other features and benefits which may be valuable to you.
You should fully discuss your purchase decision with your financial
representative.

     The Vista Variable Annuity is a contract between you and First SunAmerica
(the Company, Us, We). It is designed to help you invest on a tax deferred basis
and meet long-term financial goals, such as retirement funding.

     Like most annuities, this contract has an Accumulation Phase and an Income
Phase. During the Accumulation Phase, you invest money in your contract. Your
earnings are based on the investment performance of the Variable Portfolios you
allocate money to and/or the interest rate earned on fixed account options.
During the Income Phase, you will receive income payments from your annuity.
Your payments may be fixed in dollar amount, may vary with investment
performance of the Variable Portfolios or be a combination of both. Among other
factors, the amount of money you are able to accumulate in your contract during
the Accumulation Phase will determine the amount of your payments during the
Income Phase.

WHAT IS THE DIFFERENCE BETWEEN A VARIABLE ANNUITY AND A FIXED ANNUITY?

     A fixed annuity earns interest at a fixed rate guaranteed by the insurance
company. A variable annuity typically provides a fixed account option but also
provides Variable Portfolios. The Variable Portfolios are similar to a mutual
fund, but are only available through the purchase of an annuity. Most
significantly, you as the contract owner bear the entire investment risk with
respect to any Purchase Payments allocated to the Variable Portfolios of an
annuity. This means that the value of your contract will go up and down,
depending on the performance of the Variable Portfolios.

     Vista Variable Annuity is a variable annuity with five fixed account
options and six Variable Portfolios.

                                        6
<PAGE>   7

WHAT ARE THE INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT?

     You may allocate money to the following Variable Portfolios of the Trust:

<TABLE>
        <S>                                             <C>
        - International Equity                          - Asset Allocation
        - Capital Growth                                - U.S. Government Income
        - Growth and Income                             - Money Market
</TABLE>

     You may also allocate money to the fixed account options for periods of 1,
3, 5, 7 and 10 years. We call these time periods guarantee periods. First
SunAmerica guarantees the interest rate credited to money in a fixed account
option. The interest rate offered for different guarantee periods may differ
from time to time, but we will never credit less than a 3% annual effective
rate. Additionally, if you allocate money to a fixed account option and withdraw
all or part of it prior to the end of the guarantee period, you may incur an
adjustment to the value of your contract called a market value adjustment (a
"MVA"). A MVA can decrease or increase the value of your contract.

     During the Accumulation Phase, you may transfer among the Variable
Portfolios and/or the fixed account options. Fifteen free transfers are
permitted per contract year. After that, we assess a transfer fee. A MVA may
also apply in the case of a transfer from a fixed account option.

HOW MAY I ACCESS MY MONEY?

     During the Accumulation Phase, earnings may be withdrawn at any time
without incurring a withdrawal charge. After the first contract year, your first
withdrawal each contract year will be free of a withdrawal charge if it does not
exceed the greater of: (1) earnings in your contract or (2) 10% of your Purchase
Payments still subject to a withdrawal charge which have been in your contract
for at least a year and not previously withdrawn. You will not get the benefit
of a free withdrawal amount upon a full surrender of your contract.

     Withdrawals in excess of these limits may be assessed a withdrawal charge.
Generally, withdrawals may be made from your contract in the amount of $1,000 or
more. You may request withdrawals in writing or by establishing systematic
withdrawals. Under systematic withdrawals, the minimum withdrawal amount is
$250. There are no withdrawal charges on that portion of your money invested for
seven years or more. Additionally, we do not assess withdrawal charges upon
payment of a death benefit or when you switch to the Income Phase.

CAN I EXAMINE THE CONTRACT?

     You may cancel your contract within thirty days after receiving it (or
longer if required by state law). We call this a "free look." To cancel, you
must mail the contract along with your free look request to our Annuity Service
Center at P.O. Box 54299, Los Angeles, California 90054-0299. We will refund an
amount equal to the contract value (unless otherwise required by state law). Its
value may be more or less than the money you initially invested.

     Certain states require us to return your Purchase Payments upon a free look
request. Additionally, all contracts issued as an IRA require the full return of
Purchase Payments upon a free look.

WHAT ARE THE CHARGES AND DEDUCTIONS UNDER A CONTRACT?

     Each year, we deduct a $30 contract maintenance fee from your contract. We
also deduct insurance charges which equal 1.40% annually of the average daily
value of your contract allocated to the Variable Portfolios. The insurance
charges include: mortality and expense risk, 1.25%, and distribution expense,
 .15%. There are no insurance charges deducted from amounts allocated to the
fixed account options.

     As with other professionally managed investments, there are also investment
charges imposed on contracts with money allocated to the Variable Portfolios,
which are estimated to range from .55% to 1.10%.

                                        7
<PAGE>   8

     If you take money out in excess of the amount allowed for in your contract,
you may be assessed a withdrawal charge which is a percentage of the Purchase
Payments you withdraw. The percentage declines with each year the money is in
the contract as follows:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
YEAR                      1        2        3        4        5        6        7       8+
---------------------------------------------------------------------------------------------
<S>                    <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
 WITHDRAWAL
 CHARGE                  6%       6%       5%       4%       3%       2%       1%       0%
---------------------------------------------------------------------------------------------
</TABLE>

     Each year, you are allowed to make 15 transfers without charge. After your
first 15 free transfers, a $25 transfer fee will apply to each subsequent
transfer.

WHAT IS THE DEATH BENEFIT UNDER THE CONTRACT?

     If you die during the Accumulation Phase of your contract, your Beneficiary
will receive a death benefit.

     If you were less than age 70 when your contract was issued, the death
benefit is the greater of:

     1. the value of your contract at the time we receive satisfactory proof of
        death; or

     2. total Purchase Payments less any withdrawals (and any fees or charges
        applicable to such withdrawals); or

     3. the maximum anniversary value on any contract anniversary preceding your
        death. The anniversary value equals the value of your contract on a
        contract anniversary plus any Purchase Payments and less any withdrawals
        (and any fees or charges applicable to such withdrawals) since that
        contract anniversary.

     If you were age 70 or older when your contract was issued, the death
benefit will equal the value of your contract at the time we receive
satisfactory proof of death.

WHAT ARE THE AVAILABLE INCOME OPTIONS UNDER THE CONTRACT?

     You can select from one of five income options:

       (1) payments for your lifetime;

       (2) payments for your lifetime and your survivor's lifetime;

       (3) payments for your lifetime and your survivor's lifetime, but for not
           less than 10 years;

       (4) payments for your lifetime, but for not less than 10 or 20 years; and

       (5) payments for a specified period of 3 to 30 years.

     You will also need to decide when your income payments begin and if you
want your income payments to fluctuate with investment performance or remain
constant. Once you begin receiving income payments, you cannot change your
income option.

     If your contract is part of a Non-qualified retirement plan (one that is
established with after-tax dollars), payments during the Income Phase are
considered partly a return of your original investment. The "original
investment" part of each payment is not taxable as income. For contracts which
are part of a Qualified retirement plan using before-tax dollars, the entire
payment is taxable as income.

                                        8
<PAGE>   9

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                                   FEE TABLES
--------------------------------------------------------------------------------

                           OWNER TRANSACTION EXPENSES

WITHDRAWAL CHARGE (AS A PERCENTAGE OF PURCHASE PAYMENTS):

<TABLE>
<CAPTION>
YEAR
<S>                                                           <C>
       One..................................................     6%
       Two..................................................     6%
       Three................................................     5%
       Four.................................................     4%
       Five.................................................     3%
       Six..................................................     2%
       Seven................................................     1%
       Eight and later......................................     0%
ANNUAL CONTRACT MAINTENANCE FEE.............................    $30
TRANSFER FEE................................................    $25
(No transfer fee applies to the first 15 transfers in a
  contract year.)
</TABLE>

--------------------------------------------------------------------------------

                        ANNUAL SEPARATE ACCOUNT EXPENSES
                   (AS A PERCENTAGE OF DAILY NET ASSET VALUE)

<TABLE>
<S>                                                           <C>
MORTALITY RISK CHARGE.......................................  0.90%
EXPENSE RISK CHARGE.........................................  0.35%
DISTRIBUTION EXPENSE CHARGE.................................  0.15%
                                                              ----
       TOTAL EXPENSE CHARGE.................................  1.40%
                                                              ====
</TABLE>

                             ANNUAL TRUST EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS AFTER REIMBURSEMENT OR WAIVER OF EXPENSES
                                FOR THE TRUST'S
                      FISCAL YEAR ENDED AUGUST 31, 2000):

<TABLE>
<CAPTION>
                                                                                         TOTAL ANNUAL
                                                       MANAGEMENT FEE   OTHER EXPENSES    EXPENSES*
                                                       --------------   --------------   ------------
<S>                                                    <C>              <C>              <C>
International Equity.................................       .00%            1.10%           1.10%
Capital Growth.......................................       .00%             .90%            .90%
Growth and Income....................................       .10%             .80%            .90%
Asset Allocation.....................................       .00%             .85%            .85%
U.S. Government Income...............................       .00%             .80%            .80%
Money Market.........................................       .00%             .55%            .55%
</TABLE>

---------------
* Absent fee waivers or reimbursement of expenses by the adviser, you would have
  incurred the following expenses during the last fiscal year: International
  Equity [2.50]%; Capital Growth [1.70]%; Growth and Income [1.40]%; Asset
  Allocation [2.20]%; U.S. Government Income [2.20]%; and Money Market [2.50]%.

           THE ABOVE EXPENSES WERE PROVIDED BY THE TRUST. THE COMPANY
               HAS NOT VERIFIED THE ACCURACY OF THE INFORMATION.

                                        9
<PAGE>   10

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                                    EXAMPLES
--------------------------------------------------------------------------------

You will pay the following expenses on a $1,000 investment in each Variable
Portfolio, assuming a 5% annual return on assets, and:

          (a) You surrender the contract at the end of the stated time period;

          (b) You do not surrender the contract.*

<TABLE>
<CAPTION>
                                                                    TIME PERIODS
                                                      ----------------------------------------
                  PORTFOLIO                           1 YEAR    3 YEARS    5 YEARS    10 YEARS
                  ---------                           ------    -------    -------    --------
<S>                                            <C>    <C>       <C>        <C>        <C>
International Equity.........................  (a)     $86       $129       $164        $286
                                               (b)     $26       $ 79       $134        $286
Capital Growth...............................  (a)     $84       $123       $154        $266
                                               (b)     $24       $ 73       $124        $266
Growth and Income............................  (a)     $84       $123       $154        $266
                                               (b)     $24       $ 73       $124        $266
Asset Allocation.............................  (a)     $83       $121       $152        $261
                                               (b)     $23       $ 71       $122        $261
U.S. Government Income.......................  (a)     $83       $120       $149        $256
                                               (b)     $23       $ 70       $119        $256
Money Market.................................  (a)     $80       $112       $137        $280
                                               (b)     $20       $ 62       $107        $230
</TABLE>

---------------
* We do not currently assess a surrender charge upon annuitization.

EXPLANATION OF FEE TABLES AND EXAMPLES

1. The purpose of the Fee Tables is to show you the various expenses you would
   incur directly and indirectly by investing in the contract.

2. For the Underlying Funds the adviser, The Chase Manhattan Bank, has
   voluntarily agreed to waive fees or reimburse certain expenses, to keep
   annual operating expenses at the levels indicated under "Annual Trust
   Expenses" on the prior page. The adviser also may voluntarily waive or
   reimburse additional amounts to increase an Underlying Fund's investment
   return. All waivers and/or reimbursements may be terminated at any time.
   Furthermore, the adviser may recoup any waivers or reimbursements within two
   years after such waivers or reimbursements are granted, provided that the
   Underlying Fund is able to make such payment and remain in compliance with
   the foregoing expense limitations.

3. The Examples assume that no transfer fees were imposed. The contracts only
   sold in the state of New York, which does not assess premium taxes.
   Accordingly, premium taxes are not reflected.

4. THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
   EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

      THE HISTORICAL ACCUMULATION UNIT VALUES ARE CONTAINED IN APPENDIX C --
                         CONDENSED FINANCIAL INFORMATION.

                                       10
<PAGE>   11

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                                PERFORMANCE DATA
--------------------------------------------------------------------------------

     We advertise the Money Market Portfolio's "yield" and "effective yield."
Both figures are based on historical earnings and are not intended to indicate
future performance. The "yield" of the Money Market Portfolio refers to the net
income generated for a contract funded by an investment in the Money Market
Portfolio over a seven-day period. This income is then "annualized." That is,
the amount of income generated by the investment during that week is assumed to
be generated each week over a 52-week period and is shown as a percentage of the
investment. The "effective yield" is calculated similarly but, when annualized,
the income earned by an investment in the Money Market Portfolio is assumed to
be reinvested at the end of each seven-day period. The "effective yield" will be
slightly higher than the "yield" because of the compounding effect of this
assumed reinvestment. Neither the yield nor the effective yield takes into
consideration the effect of any capital changes that might have occurred during
the seven-day period, nor do they reflect the impact of premium taxes or any
withdrawal charges. The impact of other recurring charges on both yield figures
is, however, reflected in them to the same extent it would affect the yield (or
effective yield) for a contract of average size.

     In addition, the separate account may advertise "total return" data for its
other Variable Portfolios. Like the yield figures described above, total return
figures are based on historical data and are not intended to indicate future
performance. The "total return" is a computed rate of return that, when
compounded annually over a stated period of time and applied to a hypothetical
initial investment in a Variable Portfolio made at the beginning of the period,
will produce the same contract value at the end of the period that the
hypothetical investment would have produced over the same period (assuming a
complete redemption of the contract at the end of the period). Recurring
contract charges are reflected in the total return figures in the same manner as
they are reflected in the yield data for contracts funded through the Money
Market Portfolio. The effect of applicable withdrawal charges due to the assumed
redemption will be reflected in the return figures, but may be omitted in
additional return figures given for comparison.

     The separate account may also advertise an annualized 30-day (or one month)
yield figure for Variable Portfolios other than the Money Market Portfolio.
These yield figures are based upon the actual performance of the Variable
Portfolio over a 30-day (or one month) period ending on a date specified in the
advertisement. Like the total return data described above, the 30-day (or one
month) yield data will reflect the effect of all recurring contract charges (but
will not reflect any withdrawal charges or premium taxes). The yield figure is
derived from net investment gain (or loss) over the period expressed as a
fraction of the investment's value at the end of the period.

     More detailed information on the computation of advertised performance data
for the separate account is contained in the SAI.

--------------------------------------------------------------------------------

             DESCRIPTION OF FIRST SUNAMERICA, THE SEPARATE ACCOUNT
                            AND THE GENERAL ACCOUNT
--------------------------------------------------------------------------------

FIRST SUNAMERICA LIFE INSURANCE COMPANY

     First SunAmerica issues the Vista Capital Advantage Annuity. When you
purchase a Vista Capital Advantage Variable Annuity, a contract exists between
you and First SunAmerica. First SunAmerica is a stock life insurance company
organized under the laws of the state of New York on December 5, 1978. Its
principal place of business is 733 Third Avenue, New York, New York 10017. First
SunAmerica is an indirect wholly-owned subsidiary of American International
Group, Inc. ("AIG"), a Delaware corporation.

                                       11
<PAGE>   12

     First SunAmerica and its affiliates, SunAmerica Life Insurance Company,
Anchor National Life Insurance Company, SunAmerica Asset Management Corp.,
SunAmerica Trust Company and the SunAmerica Financial Network, Inc. comprising
six wholly-owned broker-dealers, specialize in retirement savings and investment
products and services. Business focuses include fixed and variable annuities,
mutual funds, broker-dealer services and trust administration services.

     First SunAmerica may advertise the rating and other information assigned to
it by independent industry ratings organizations. Some of those organizations
are A.M. Best Company ("A.M. Best"), Moody's Investor's Service ("Moody's"),
Standard & Poor's Insurance Rating Services ("S&P"), and Duff & Phelps. A.M.
Best's and Moody's ratings reflect their current opinion of First SunAmerica's
financial strength and performance in comparison to others in the life and
health insurance industry. S&P's and Duff & Phelps' ratings measure the ability
of an insurance company to meet its obligations under insurance policies it
issues. These two ratings do not measure the insurer's ability to meet
non-policy obligations. These ratings do not relate to the performance of the
Variable Portfolios.

SEPARATE ACCOUNT

     First SunAmerica originally established FS Variable Annuity Account Two
(the "separate account") on May 24, 1994. The separate account is registered
with the SEC as a unit investment trust under the Investment Company Act of
1940, as amended. First SunAmerica owns the assets of the separate account.
However, the assets in the separate account are not chargeable with liabilities
arising out of any other business conducted by First SunAmerica. Income, gains,
and losses (realized and unrealized), resulting from assets in the separate
account are credited to or charged against the separate account without regard
to other income, gains, or losses of First SunAmerica.

GENERAL ACCOUNT

     Money allocated to the fixed account options goes into First SunAmerica's
general account. The general account consists of all of First SunAmerica's
assets other than assets attributable to a separate account. All of the assets
in the general account are chargeable with the claims of any First SunAmerica
contract holders as well as all of its creditors. The general account funds are
invested as permitted under state insurance laws.

--------------------------------------------------------------------------------

                           VARIABLE PORTFOLIO OPTIONS
--------------------------------------------------------------------------------

     The contract currently offers six variable investment Variable Portfolios.
These Variable Portfolios invest in shares of the Trust. These Variable
Portfolios operate similarly to a mutual fund but are only available through the
purchase of this annuity contract. The Underlying Funds are:

<TABLE>
        <S>                                             <C>
        - INTERNATIONAL EQUITY                          - ASSET ALLOCATION
        - CAPITAL GROWTH                                - U.S. GOVERNMENT INCOME
        - GROWTH AND INCOME                             - MONEY MARKET
</TABLE>

     The Chase Manhattan Bank ("Chase" or the "Adviser") acts as investment
adviser, administrator and custodian for the Trust. Chase Asset Management, Inc.
("CAM") is the investment subadviser to each of the Variable Portfolios except
the International Equity Portfolio. Chase Asset Management (London) Limited, an
English corporation ("CAM London") is the investment subadviser to the
International Equity Portfolio. As investment adviser to the Underlying Funds,
Chase makes investment decisions subject to policies set by the Board of
Trustees of the Trust. As administrator of the Underlying Funds, Chase provides
certain services including coordinating relationships with independent
contractors and agents; preparing and filing of certain documents; preparing
financial statements; arranging for the maintenance of books and records; and
providing office facilities. Certain of these services have been delegated to
Vista Fund Distributors, Inc. ("VFD") which serves as sub-administrator to the
Underlying Funds. As custodian for the Underlying

                                       12
<PAGE>   13

Funds, Chase's responsibilities include safeguarding and controlling the
Underlying Funds' cash and securities, handling the receipt and delivery of
securities, determining income and collecting interest on investments,
maintaining books of original entry and other required books and accounts, and
calculating daily net asset values.

     The Underlying Funds' investment objectives are as follows:

     INTERNATIONAL EQUITY PORTFOLIO seeks long-term capital appreciation and
income by investing primarily in a portfolio of marketable equity securities of
issuers located throughout the world.

     CAPITAL GROWTH PORTFOLIO seeks long-term capital appreciation. This
Variable Portfolio invests primarily in common stocks which are widely
diversified by industry and company.

     GROWTH AND INCOME PORTFOLIO seeks growth of capital and income by investing
primarily in common stocks and other securities which demonstrate the potential
for appreciation and/or dividends.

     ASSET ALLOCATION PORTFOLIO seeks high total return (including income and
capital gains) by investing in a diversified portfolio of equity and debt
securities, including common stocks, convertible securities and government and
corporate fixed-income obligations. The Adviser considers both the opportunity
for gain and the risk of loss in making investments, and may alter the
percentages of assets invested in equity and fixed income securities, depending
on the judgment of the Adviser as to general market and economic conditions,
trends and yields and interest rates and changes in fiscal and monetary
policies.

     U.S. GOVERNMENT INCOME PORTFOLIO seeks relatively high current income,
liquidity and security of principal. This Variable Portfolio invests in
obligations issued, guaranteed or insured by the U.S. Government, its agencies
or instrumentalities. Neither the United States nor any of its agencies insures
or guarantees the market value of shares of this Variable Portfolio.

     MONEY MARKET PORTFOLIO seeks high current income while preserving capital
by investing in a diversified selection of money market investments.

     There is no assurance that the investment objective of any of the
Underlying Funds will be met. You bear the complete investment risk for Purchase
Payments allocated to a Variable Portfolio. Contract values will fluctuate in
accordance with the investment performance of the Variable Portfolio(s).
Additionally, contract fees and charges reduce investment return.

     You should read the prospectus for the trust carefully. The prospectus
contains detailed information about the underlying funds, including more
detailed information about each underlying funds' investment objective and risk
factors.

VOTING RIGHTS

     First SunAmerica is the legal owner of the Trust's shares. However, when an
Underlying Fund solicits proxies in conjunction with a vote of shareholders, we
must obtain your instructions on how to vote those shares. We vote all of the
shares we own in proportion to your instructions. Should we determine that we
are no longer required to comply with these rules, we will vote the shares in
our own right.

SUBSTITUTION OF SECURITIES

     If Underlying Funds become unavailable for investment, we may be required
to substitute shares of another Underlying Fund. We will seek prior approval of
the SEC and give you notice before substituting shares.

                                       13
<PAGE>   14

--------------------------------------------------------------------------------

                             FIXED ACCOUNT OPTIONS
--------------------------------------------------------------------------------

FIXED ACCOUNTS

     The contract also offers fixed account options for periods of 1, 3, 5, 7 or
10 years. We call these time periods guarantee periods. All of these fixed
account options pay interest at rates set and guaranteed by First SunAmerica.
Interest rates may differ from time to time and are set at our sole discretion.
We will never credit less than a 3% annual effective rate to any of the fixed
account options. The interest rate offered for new Purchase Payments may differ
from interest rates offered for subsequent Purchase Payments and money already
in the fixed account options. In addition, different guarantee periods offer
different interest rates. Once established, the rates for specified payments do
not change during the specified period.

     When a guarantee period ends, you may leave your money in the same
guarantee period. You may also reallocate your money to another fixed account
option or to the Variable Portfolios. If you want to reallocate your money you
must contact us within 30 days after the end of the current guarantee period and
instruct us how to reallocate the money. If we do not hear from you, we will
keep your money in the same guarantee period where it will earn the renewal
interest rate applicable at that time.

MARKET VALUE ADJUSTMENT ("MVA")

     If you take money out of the fixed account options before the end of the
guarantee period, we make an adjustment to your contract (the "MVA"). The MVA
reflects any difference in the interest rate environment between the time you
place your money in the fixed account option and the time when you withdraw that
money. This adjustment can increase or decrease your contract value. You have 30
days after the end of each guarantee period to reallocate your funds without
incurring any MVA.

     We calculate the MVA by doing a comparison between current rates and the
rate being credited to you in the fixed account option. For the current rate we
use a rate being offered by us for a guarantee period that is equal to the time
remaining in the guarantee period from which you seek withdrawal. If we are not
currently offering a guarantee period for that period of time, we determine an
applicable rate by using a formula to arrive at a number between the interest
rates currently offered for the two closest periods available.

     Generally, if interest rates drop between the time you put your money into
the fixed account options and the time you take it out, we credit a positive
adjustment to your contract. Conversely, if interest rates increase during the
same period, we post a negative adjustment to your contract.

     Where the MVA is negative, we deduct the adjustment from any money
remaining in the fixed account option. If there is not enough money in the fixed
account option to meet the negative deduction, we deduct the remainder from your
withdrawal. Where the MVA is positive, we add the adjustment to your withdrawal
amount.

     APPENDIX A shows how to calculate the MVA.

--------------------------------------------------------------------------------

                                CONTRACT CHARGES
--------------------------------------------------------------------------------

     There are charges and expenses associated with your contract. These charges
and expenses reduce your investment return. We will not increase the contract
maintenance fee or the insurance and withdrawal charges under your contract.
However, the investment charges under your contract may increase or decrease.

                                       14
<PAGE>   15

INSURANCE CHARGES

     We deduct insurance charges of 1.40% annually of the average daily value of
your contract allocated to the Variable Portfolios. These charges are deducted
on a pro-rata basis from the value of your contract allocated to the Variable
Portfolios. There are no insurance charges deducted against amounts allocated to
the fixed account options.

     The insurance charge compensates us for the mortality and expense risks and
the costs of contract distribution we assume. If these charges do not cover all
expenses, we will pay the difference. Likewise, if these charges exceed our
expenses, we will keep the difference.

WITHDRAWAL CHARGES

     The contract provides a free withdrawal amount every year. (SEE CONTRACT
CHARGES, FREE WITHDRAWAL AMOUNT, PAGE 16.) Additionally, earnings in your
contract may be withdrawn free of withdrawal charges. If you take money out in
excess of the free withdrawal amount, you may incur a withdrawal charge.

     We apply a withdrawal charge against each Purchase Payment you put into the
contract. After a Purchase Payment has been in the contract for seven complete
years, no withdrawal charge applies to that Purchase Payment. The withdrawal
charge equals a percentage of the Purchase Payment you take out of the contract.
The withdrawal charge percentage declines each year a Purchase Payment is in the
contract, as follows:

<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------
         YEAR              1         2         3         4         5         6         7         8
------------------------------------------------------------------------------------------------------
<S>                    <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
  WITHDRAWAL CHARGE       6%        6%        5%        4%        3%        2%        1%        0%
------------------------------------------------------------------------------------------------------
</TABLE>

     When calculating the withdrawal charge, we treat withdrawals as coming
first from the Purchase Payments that have been in your contract the longest.
However, for tax purposes, your withdrawals are considered earnings first, then
Purchase Payments.

     Whenever possible, we deduct the withdrawal charge from the money remaining
in your contract. If you withdraw all of your contract value, applicable
withdrawal charges are deducted from the amount withdrawn.

     We do not assess a withdrawal charge for money withdrawn to pay a death
benefit or to begin the Income Phase of your contract. Withdrawals made prior to
age 59 1/2 may result in a 10% IRS penalty tax. SEE TAXES, PAGE 25.

     APPENDIX B provides more information on withdrawals and the withdrawal
charge.

INVESTMENT CHARGES

     Charges are deducted from your Variable Portfolios for the advisory and
other expenses of the Underlying Funds. THE FEE TABLES LOCATED AT PAGE 9
illustrate these charges and expenses. For more detailed information on these
investment charges, refer to the attached prospectus for the Trust.

CONTRACT MAINTENANCE FEE

     During the Accumulation Phase, we subtract a contract maintenance fee from
your account once per contract year. This charge compensates us for the cost of
contract administration. We deduct the $30 contract maintenance fee on a
pro-rata basis from your account value on your contract anniversary. If you
withdraw your entire contract value, the fee is deducted from that withdrawal.

TRANSFER FEE

     The contract currently provides for 15 free transfers between investment
options each contract year. After that, a charge of $25 applies to each
additional transfer in any one contract year. SEE TRANSFERS DURING THE
ACCUMULATION PHASE, PAGE 19.

                                       15
<PAGE>   16

INCOME TAXES

     We do not currently deduct income taxes from your contract. We reserve the
right to do so in the future.

REDUCTION OR ELIMINATION OF CHARGES AND EXPENSES, AND ADDITIONAL AMOUNTS
CREDITED

     Sometimes sales of the contracts to groups of similarly situated
individuals may lower our administrative and/or sales expenses. We reserve the
right to reduce or waive certain charges and expenses when this type of sale
occurs. In addition, we may also credit additional interest to policies sold to
such groups. We determine which groups are eligible for such treatment. Some of
the criteria used to make a determination are: size of the group; amount of
expected Purchase Payments; relationship existing between us and prospective
purchaser; nature of the purchase; length of time a group of contracts is
expected to remain active; purpose of the purchase and whether that purpose
increases the likelihood that our expenses will be reduced; and/or any other
factors that we believe indicate that administrative and/or sales expenses may
be reduced.

     We may make such a determination regarding sales to our employees, our
affiliates' employees and employees of currently contracted broker-dealers, our
registered representatives and immediate family members of all of those
described.

     We reserve the right to change or modify any such determination or the
treatment applied to a particular group, at any time.

FREE WITHDRAWAL AMOUNT

     Your contract provides for a free withdrawal amount. Purchase Payments that
are no longer subject to a withdrawal charge and not previously withdrawn, plus
earnings, may be withdrawn without penalty.

     After the first full contract year, the contract provides for a free
withdrawal amount on your first withdrawal of the contract year. The free
withdrawal amount is the greater of (1) earnings in your contract and (2) 10% of
your total Purchase Payments invested for at least one year and not yet
withdrawn. Total Purchase Payments are equal to your total Purchase Payments
invested in the contract less any Purchase Payments withdrawn upon which a
surrender charge was paid and the amount of the surrender charge. Additionally,
once a Purchase Payment is no longer subject to withdrawal charges, it is no
longer included when determining total Purchase Payments.

     Upon a full surrender of your contract, to the extent you previously
withdraw Purchase Payments free of a withdrawal charge under the free withdrawal
provision, we will recoup the full withdrawal charge on such amounts, as if that
money was still invested in the contract on the date of surrender.

     We will waive the withdrawal charge upon payment of a death benefit. Where
legally permitted, the withdrawal charge may be eliminated when a contract is
issued to an officer, director or employee of the Company or its affiliates.

--------------------------------------------------------------------------------

                          DESCRIPTION OF THE CONTRACTS
--------------------------------------------------------------------------------

SUMMARY

     This contract works in two stages, the Accumulation Phase and the Income
Phase. Your contract is in the Accumulation Phase while you make payments into
the contract. The Income Phase begins when you request that we begin making
payments to you out of the money accumulated in your contract.

                                       16
<PAGE>   17

OWNERSHIP

     The Vista Variable Annuity is a Flexible Payment Deferred Annuity Contract.
The contract holder is the person entitled to exercise all rights of ownership
under the contract.

ANNUITANT

     The annuitant is the person on whose life we base income payments. You may
change the Annuitant at any time before the Annuity Date. You may also designate
a second person on whose life, together with the annuitant, income payments
depend. If the annuitant dies before the Annuity Date, you must notify us and
select a new annuitant.

MODIFICATION OF THE CONTRACT

     Only the Company's President, a Vice President or Secretary may approve a
change or waive a provision of the contract. Any change or waiver must be in
writing. We reserve the right to modify the terms of the contract as necessary
to comply with changes in applicable law.

ASSIGNMENT

     Contracts issued pursuant to Non-qualified plans that are not subject to
Title 1 of the Employee Retirement Income Security Act of 1974 ("ERISA") may be
assigned by the owner at any time during the lifetime of the Annuitant prior to
the Annuity Date. We will not be bound by any assignment until written notice is
received by us at our Annuity Service Center. We are not responsible for the
validity, tax or other legal consequences of any assignment. An assignment will
not affect any payments we may make or actions we may take before we receive
notice of the assignment.

     If the contract is issued pursuant to a Qualified plan (or a Non-qualified
plan that is subject to Title 1 of ERISA), it may not be assigned, pledged or
otherwise transferred except under such conditions as may be allowed under
applicable law.

     BECAUSE AN ASSIGNMENT MAY BE A TAXABLE EVENT, YOU SHOULD CONSULT A
COMPETENT TAX ADVISER SHOULD YOU WISH TO ASSIGN YOUR CONTRACT.

DEATH BENEFIT

     If you die during the Accumulation Phase of your contract, we pay a death
benefit to your Beneficiary.

     If you were less than age 70 when your contract was issued, the death
benefit is equal to the greater of:

     1. the value of your contract at the time we receive satisfactory proof of
        death; or

     2. total Purchase Payments less any withdrawals (and any fees or charges
        applicable to such withdrawals); or

     3. the maximum anniversary value on any contract anniversary preceding your
        death. The anniversary value equals the value of your contract on a
        contract anniversary plus any Purchase Payments and less any withdrawals
        (and any fees or charges applicable to such withdrawals) since that
        contract anniversary.

     If you were age 70 or older when your contract was issued, the death
benefit will equal the value of your contract at the time we receive
satisfactory proof of death.

     We do not pay the death benefit if you die after you switch to the Income
Phase. However, if you die during the Income Phase, your Beneficiary receives
any remaining guaranteed income payments in accordance with the income option
you selected. (SEE INCOME PHASE, INCOME OPTIONS, PAGE 23.)

                                       17
<PAGE>   18

     You name your Beneficiary. You may change the Beneficiary at any time,
unless you previously made an irrevocable Beneficiary designation.

     We pay the death benefit when we receive satisfactory proof of death. We
consider the following satisfactory proof of death:

     1. a certified copy of the death certificate; or

     2. a certified copy of a decree of a court of competent jurisdiction as to
        the finding of death; or

     3. a written statement by a medical doctor who attended the deceased at the
        time of death; or

     4. any other proof satisfactory to us.

     We may require additional proof before we pay the death benefit.

     The death benefit payment must begin immediately upon receipt of all
necessary documents. In any event, the death benefit must be paid within 5 years
of the date of death unless the Beneficiary elects to have it payable in the
form of an income option. If the Beneficiary elects an income option, it must be
paid over the Beneficiary's lifetime or for a period not extending beyond the
Beneficiary's life expectancy. Payments must begin within one year of the date
of your death. If a Beneficiary does not elect a specific form of pay out within
60 days of our receipt of proof of death, we pay a lump sum death benefit to the
Beneficiary.

     If the Beneficiary is the spouse of a deceased owner, he or she can elect
to continue the contract at the then current value. If the Beneficiary/spouse
continues the contract, we do not pay a death benefit to him or her.

--------------------------------------------------------------------------------

                   PURCHASES, WITHDRAWALS AND CONTRACT VALUE
--------------------------------------------------------------------------------

PURCHASE PAYMENTS

     A Purchase Payment is the money you give us to buy a contract. Any
additional money you give us to invest in the contract after purchase is a
subsequent Purchase Payment.

     This chart shows the minimum initial and subsequent Purchase Payments
permitted under your contract. These amounts depend upon whether your contract
is Qualified or Non-qualified for tax purposes. SEE TAXES, PAGE 25.

<TABLE>
<CAPTION>
--------------------------------------------------------------------
                                                     MINIMUM
                          MINIMUM INITIAL           SUBSEQUENT
                          PURCHASE PAYMENT       PURCHASE PAYMENT
--------------------------------------------------------------------
<S>                    <C>                    <C>
      Qualified                $2,000                  $250
--------------------------------------------------------------------
    Non-Qualified              $5,000                  $250
--------------------------------------------------------------------
</TABLE>

     Prior Company approval is required to accept Purchase Payments greater than
$1,500,000. Also, the optional automatic payment plan allows you to make
subsequent Purchase Payments of as little as $20.

     We may refuse any Purchase Payment. In general, First SunAmerica will not
issue a Qualified contract to anyone who is age 70 1/2 or older, unless it is
shown that the minimum distribution required by the IRS is being made. In
addition, we may not issue a contract to anyone over age 85.

ALLOCATION OF PURCHASE PAYMENTS

     We invest your Purchase Payments in the fixed and variable investment
options according to your instructions. If we receive a Purchase Payment without
allocation instructions, we invest the money

                                       18
<PAGE>   19

according to your last allocation instructions. SEE VARIABLE PORTFOLIO OPTIONS,
PAGE 12 AND FIXED ACCOUNT OPTIONS, PAGE 14.

     In order to issue your contract, we must receive your completed
application, Purchase Payment allocation instructions and any other required
paperwork at our principal place of business. We allocate your initial purchase
payment within two days of receiving it. If we do not have complete information
necessary to issue your contract, we will contact you. If we do not have the
information necessary to issue your contract within 5 business days we will:

     - Send your money back to you, or;

     - Ask your permission to keep your money until we get the information
       necessary to issue the contract.

ACCUMULATION UNITS

     When you allocate a Purchase Payment to the Variable Portfolios, we credit
your contract with Accumulation Units of the separate account. We base the
number of Accumulation Units you receive on the unit value of the Variable
Portfolio as of the day we receive your money if we receive it before 1 p.m.
Pacific Standard Time, or on the next business day's unit value if we receive
your money after 1 p.m. Pacific Standard Time. (SEE BELOW). The value of an
Accumulation Unit will go up and down based on the performance of the Variable
Portfolios.

     We calculate the value of an Accumulation Unit each day that the New York
Stock Exchange ("NYSE") is open as follows:

     1. We determine the total value of money invested in a particular Variable
        Portfolio;

     2. We subtract from that amount all applicable contract charges; and

     3. We divide this amount by the number of outstanding Accumulation Units.

     We determine the number of Accumulation Units credited to your contract by
dividing the Purchase Payment by the Accumulation Unit value for the specific
Variable Portfolio.

     EXAMPLE:

     We receive a $25,000 Purchase Payment from you on Wednesday. You allocate
     the money to the Asset Allocation Portfolio. The value of an Accumulation
     Unit for the Asset Allocation Portfolio is $11.10 when the NYSE closes on
     Wednesday. Your Purchase Payment of $25,000 is then divided by $11.10 and
     we credit your contract on Wednesday night with 2252.52 Accumulation Units
     of the Asset Allocation Portfolio.

     Performance of the Variable Portfolios and the charges and expenses under
your contract affect Accumulation Unit values. These factors cause the value of
your contract to go up and down.

FREE LOOK

     You may cancel your contract within thirty days after receiving it and we
will refund the greater of Premium Payments or contract value. First SunAmerica
calls this a "free look." To cancel, you must mail the contract along with your
free look request to the Annuity Service Center at P.O. Box 54299, Los Angeles,
California 90054-0299. We will refund the value of your contract on the day we
receive your request.

     Certain states require us to return your Purchase Payments upon a free look
request. Additionally, all contracts issued as an IRA require the full return of
Purchase Payments upon a free look request.

TRANSFERS DURING THE ACCUMULATION PHASE

     During the Accumulation Phase you may transfer funds between the Variable
Portfolios and/or the fixed account options. You must transfer at least $100. If
less than $100 will remain in any Variable Portfolio after a transfer, that
amount must be transferred as well.

                                       19
<PAGE>   20

     You may request transfers of your account value between the Variable
Portfolios and/or the fixed account options in writing or by telephone. We
currently allow 15 free transfers per contract per year. A charge of $25 for
each additional transfer in any contract year applies after the first 15
transfers. Transfers resulting from your participation in the DCA program count
against your 15 free transfers per contract year. However, transfers resulting
from your participation in the automatic asset rebalancing program do not count
against your 15 free transfers.

     We accept transfer requests by telephone unless you specify not to on your
contract application. Additionally, in the future you may be able to execute
transfers or other financial transactions over the internet. When receiving
instructions over the telephone, we follow appropriate procedures to provide
reasonable assurance that the transactions executed are genuine. Thus, we are
not responsible for any claim, loss or expense from any error resulting from
instructions received over the telephone.

     Upon implementation of internet account transfers we will have appropriate
procedures in place to provide reasonable assurance that the transactions
executed are genuine. Thus, First SunAmerica would not be responsible for any
claim, loss or expense from any error resulting from instructions received over
the internet. If we fail to follow any procedures, we may be liable for any
losses due to unauthorized or fraudulent instructions.

     We may limit the number of transfers in any contract year or refuse any
transfer request for you or others invested in the contract if we believe that
excessive trading or a specific transfer request or group transfer requests may
have a detrimental effect on unit values or the share prices of the Underlying
Funds.

     Where permitted by law, we may accept your authorization for a third party
to make transfers for you subject to certain rules. We reserve the right to
suspend or cancel such acceptance at any time and will notify you accordingly.
Additionally, we may restrict the investment options available for transfers
during any period in which such third party acts for you. We will notify such
third party beforehand regarding any restrictions. However, we will not enforce
these restrictions if we are satisfied that:

     - such third party has been appointed by a court of competent jurisdiction
       to act on your behalf; or

     - such third party is a trustee/fiduciary for you or appointed by you to
       act on your behalf for all your financial affairs.

     We may provide administrative or other support services to independent
third parties you authorize to make transfers on your behalf. We do not
currently charge extra for providing these support services. This includes, but
is not limited to, transfers between investment options in accordance with
market timing strategies. Such independent third parties may or may not be
appointed with us for the sale of annuities. However, WE DO NOT ENGAGE ANY THIRD
PARTIES TO OFFER INVESTMENT ALLOCATION SERVICES OF ANY TYPE. WE TAKE NO
RESPONSIBILITY FOR THE INVESTMENT ALLOCATION AND TRANSFERS TRANSACTED ON YOUR
BEHALF BY SUCH THIRD PARTIES OR FOR ANY INVESTMENT ALLOCATION RECOMMENDATIONS
MADE BY SUCH PARTIES.

     For information regarding transfers during the Income Phase, SEE INCOME
PHASE, TRANSFERS DURING THE INCOME PHASE, PAGE 24.

     We reserve the right to modify, suspend, waive or terminate these transfer
provisions at any time.

AUTOMATIC DOLLAR COST AVERAGING PROGRAM

     The Dollar Cost Averaging ("DCA") program allows you to invest gradually in
the Variable Portfolios. Under the program you systematically transfer a set
dollar amount or percentage of portfolio value from the Money Market Portfolio,
U.S. Government Income Portfolio or the 1-year fixed account option (source
accounts) to any other Variable Portfolio. Transfers may be monthly, quarterly,
semiannually or annually. You may change the frequency at any time by notifying
us in writing. The minimum transfer amount under the DCA program is $100,
regardless of the source account.

                                       20
<PAGE>   21

     The DCA program is designed to lessen the impact of market fluctuations on
your investment. However, we cannot ensure that you will make a profit. When you
elect the DCA program, you are continuously investing in securities regardless
of fluctuating price levels. You should consider your tolerance for investing
through periods of fluctuating price levels.

     We reserve the right to modify, suspend or terminate this program at any
time.

     EXAMPLE:

     Assume that you want to gradually move $750 each quarter from the Money
     Market Portfolio to the Growth and Income Portfolio over six quarters. You
     set up dollar cost averaging and purchase Accumulation Units at the
     following hypothetical values:

<TABLE>
<CAPTION>
-----------------------------------------------------------
                       ACCUMULATION            UNITS
      QUARTER           UNIT VALUE           PURCHASED
-----------------------------------------------------------
<S>                 <C>                 <C>
         1                $ 7.50                100
         2                $ 5.00                150
         3                $10.00                75
         4                $ 7.50                100
         5                $ 5.00                150
         6                $ 7.50                100
-----------------------------------------------------------
</TABLE>

     In this example, you paid an average price of only $6.67 per Accumulation
     Unit over six quarters, while the average market price actually was $7.08.
     By investing an equal amount of money each month, you automatically buy
     more Accumulation Units when the market price is low and fewer Accumulation
     Units when the market price is high. This example is for illustrative
     purposes only.

ASSET ALLOCATION REBALANCING

     Earnings in your contract may cause the percentage of your investment in
each investment option to differ from your original allocations. The automatic
asset rebalancing program addresses this situation. At your election, we
periodically rebalance your investments to return your allocations to their
original percentages.

     Asset rebalancing may involve shifting a portion of your money out of an
investment option with a higher return into an investment option with a lower
return. You request quarterly, semiannual or annual rebalancing. Transfers made
as a result of rebalancing do not count against your 15 free transfers for the
contract year.

     We reserve the right to modify, suspend or terminate this program at any
time.

     EXAMPLE:

     Assume that you want your initial Purchase Payment split between two
     Variable Portfolios. You want 50% in the U.S. Government Income Portfolio
     and 50% in the Capital Growth Portfolio. Over the next calendar quarter,
     the U.S. Government Income Portfolio outperforms the Capital Growth
     Portfolio. At the end of the calendar quarter, the U.S. Government Income
     Portfolio now represents 60% of your holdings because it has increased in
     value and the Capital Growth Portfolio represents 40% of your holdings. If
     you had chosen quarterly rebalancing, on the last day of that quarter,
     First SunAmerica would sell some of your units in the U.S. Government
     Income Portfolio to bring its holdings back to 50% and use the money to buy
     more units in the Capital Growth Portfolio to increase those holdings to
     50%.

PRINCIPAL ADVANTAGE PROGRAM

     The principal advantage program allows you to invest in one or more
Variable Portfolios without putting your principal at direct risk. The program
accomplishes this by allocating your investment strategically between the fixed
investment options and Variable Portfolios. You decide how much you

                                       21
<PAGE>   22

want to invest and approximately when you want a return of principal. First
SunAmerica calculates how much of your Purchase Payment needs to be allocated to
the particular fixed investment option to ensure that it grows to an amount
equal to your total principal invested under this program. The remaining
principal is invested in the Variable Portfolio(s) of your choice.

     First SunAmerica reserves the right to modify, suspend or terminate this
program at any time.

     EXAMPLE:

     Assume that you want to allocate a portion of your initial Purchase Payment
     of $100,000 to the fixed investment option. You want the amount allocated
     to the fixed investment option to grow to $100,000 in 7 years. If the
     7-year fixed investment option is offering a 5% interest rate, First
     SunAmerica allocates $71,069 to the 7-year fixed investment option to
     ensure that this amount will grow to $100,000 at the end of the 7-year
     period. The remaining $28,931 may be allocated among the Variable
     Portfolios, as determined by you, to provide opportunity for greater
     growth.

WITHDRAWALS

     You can access money in your contract in two ways:

     - by making a partial or total withdrawal, and/or;

     - by receiving income payments during the Income Phase. (SEE INCOME PHASE,
       PAGE 23.)

     Generally, we deduct a withdrawal charge applicable to any total or partial
withdrawal and a MVA against withdrawals from the 3, 5, 7 or 10 year fixed
account options. If you withdraw your entire contract value, a deduction for the
contract maintenance fee also occurs. (SEE CONTRACT CHARGES, WITHDRAWAL CHARGES,
PAGE 15.)

     Under most circumstances, the partial withdrawal minimum is $1,000. We
require that the value left in any investment option be at least $100 after the
withdrawal. You must send a written withdrawal request. Unless you provide
different instructions, partial withdrawals will be made pro rata from each
Variable Portfolio and the fixed account option in which your contract is
invested.

     Under certain Qualified plans, access to the money in your contract may be
restricted. Additionally, withdrawals made prior to age 59 1/2 may result in a
10% IRS penalty tax. (SEE TAXES ON PAGE 25.)

     We may be required to suspend or postpone the payment of a withdrawal for
any period of time when: (1) the NYSE is closed (other than customary weekend
and holiday closings); (2) trading with the NYSE is restricted; (3) an emergency
exists such that disposal of or determination of the value of shares of the
Variable Portfolios is not reasonably practicable; (4) the SEC, by order, so
permits for the protection of contract owners.

     Additionally, we reserve the right to defer payments for a withdrawal from
a fixed account option. Such deferrals are limited to no longer than six months.

SYSTEMATIC WITHDRAWAL PROGRAM

     During the Accumulation Phase, you may elect to receive periodic income
payments under the systematic withdrawal program. Under the program, you may
choose to take monthly, quarterly, semiannual or annual payments from your
contract. Electronic transfer of these funds to your bank account is available.
The minimum amount of each withdrawal is $250. There must be at least $100
remaining in each Variable Portfolio after a withdrawal from your contract at
all times. Withdrawals may be subject to a withdrawal charge, a MVA and
taxation, and a 10% IRS penalty tax may apply if you are under age 59 1/2. There
is no additional charge for participating in this program.

     The program is not available to everyone. Please check with our Annuity
Service Center, which can provide the necessary enrollment forms. First
SunAmerica reserves the right to modify, suspend or terminate this program at
any time.

                                       22
<PAGE>   23

MINIMUM CONTRACT VALUE

     Where permitted by state law, we may terminate your contract if both of the
following occur: (1) your contract is less than $500 as a result of withdrawals;
and (2) you have not made any Purchase Payments during the past three years. We
will provide you with sixty days written notice. At the end of the notice
period, we will distribute the contract value to you.

--------------------------------------------------------------------------------

                                  INCOME PHASE
--------------------------------------------------------------------------------

ANNUITY DATE

     During the Income Phase, we use the money accumulated in your contract to
make regular income payments to you. You may switch to the Income Phase any time
after your 2nd contract anniversary. You select the month and year in which you
want income payments to begin. The first day of that month is the Annuity Date.
You may change your Annuity Date, so long as you do so at least seven days
before the income payments are scheduled to begin. Once you begin receiving
income payments, you cannot change your income option. Except as indicated under
Option 5 below, once you begin receiving income payments, you cannot otherwise
access your money through a withdrawal or surrender.

     Income payments must begin on or before your 90th birthday or on your tenth
contract anniversary, whichever occurs later. If you do not choose an Annuity
Date, your income payments will automatically begin on this date. Certain states
may require your income payments to start earlier.

     If the Annuity Date is past your 85th birthday, your contract could lose
its status as an annuity under Federal tax laws. This may cause you to incur
adverse tax consequences.

     In addition, most Qualified contracts require you to take minimum
distributions after you reach age 70 1/2. (SEE TAXES, PAGE 25.)

INCOME OPTIONS

     Currently, this contract offers five income options. If you elect to
receive income payments but do not select an option, your income payments will
be made in accordance with option 4 for a period of 10 years. For income
payments based on joint lives, we pay according to option 3.

     We base our calculation of income payments on the life of the Annuitant and
the annuity rates set forth in your contract. As the contract owner, you may
change the Annuitant at any time prior to the Annuity Date. You must notify us
if the Annuitant dies before the Annuity Date and designate a new Annuitant.

     OPTION 1 -- LIFE INCOME ANNUITY

     This option provides income payments for the life of the Annuitant. Income
payments stop when the Annuitant dies.

     OPTION 2 -- JOINT AND SURVIVOR LIFE ANNUITY

     This option provides income payments for the life of the Annuitant and for
the life of another designated person. Upon the death of either person, we will
continue to make income payments during the lifetime of the survivor. Income
payments stop whenever the survivor dies.

     OPTION 3 -- JOINT AND SURVIVOR LIFE ANNUITY WITH 10 YEARS GUARANTEED

     This option is similar to option 2 above, with an additional guarantee of
payments for at least 10 years. If the Annuitant and the survivor die before all
of the guaranteed income payments have been made, the remaining payments are
made to the Beneficiary under your contract.

                                       23
<PAGE>   24

     OPTION 4 -- LIFE ANNUITY WITH 10 OR 20 YEARS GUARANTEED

     This option is similar to option 1 above. In addition, this option provides
a guarantee that income payments will be made for at least 10 or 20 years. You
select the number of years. If the Annuitant dies before all guaranteed income
payments are made, the remaining income payments go to the Beneficiary under
your contract.

     OPTION 5 -- INCOME FOR A SPECIFIED PERIOD

     This option provides income payments for a guaranteed period ranging from 3
to 30 years. If the Annuitant dies before all of the guaranteed income payments
are made, the remaining income payments will be made to the Beneficiary under
your contract. Additionally, if variable payments are elected under this option,
you (or the Beneficiary under the contract if the Annuitant dies prior to all
the guaranteed payments being made) may redeem the contract value after the
Annuity Date. The amount available upon such redemption would be the discounted
present value of any remaining guaranteed payments.

     Please read the SAI for a more detailed discussion of the income options.

     You can choose income payments that are fixed, variable or both. If at the
date when income payments begin you are invested in the Variable Portfolios
only, your income payments will be variable. If your money is only in fixed
accounts at that time, your income payments will be fixed in amount. Further, if
you are invested in both the fixed and variable investment options when payments
begin your payments will be fixed and variable. If income payments are fixed,
First SunAmerica guarantees the amount of each payment. If the income payments
are variable, the amount is not guaranteed.

     We make income payments on a monthly, quarterly, semiannual or annual
basis. You instruct us to send you a check or to have the payments directly
deposited into your bank account. If state law allows, we distribute annuities
with a contract value of $5,000 or less in a lump sum. Also, if the selected
income option results in income payments of less than $50 per payment, the
frequency of your payments may be decreased, state law allowing.

     If you are invested in the Variable Portfolios after the Annuity Date your
income payments vary depending on four things:

     - for life options, your age when payments begin, and;

     - the value of your contract in the Variable Portfolios on the Annuity
       Date, and;

     - the 3.5% assumed investment rate used in the annuity table for the
       contract, and;

     - the performance of the Variable Portfolios in which you are invested
       during the time you receive income payments.

     If you are invested in both the fixed account options and the Variable
Portfolios after the Annuity Date, the allocation of funds between the fixed and
variable options also impacts the amount of your income payments.

TRANSFERS DURING THE INCOME PHASE

     During the Income Phase, one transfer per month is permitted between the
Variable Portfolios. No other transfers are allowed during the Income Phase.

DEFERMENT OF PAYMENTS

     We may defer making fixed income payments for up to six months, or less if
required by law. Interest is credited to you during the deferral period.

                                       24
<PAGE>   25

--------------------------------------------------------------------------------

                                     TAXES
--------------------------------------------------------------------------------

     NOTE: WE PREPARED THE FOLLOWING INFORMATION ON TAXES AS A GENERAL
DISCUSSION OF THE SUBJECT. IT IS NOT TAX ADVICE. WE CAUTION YOU TO SEEK
COMPETENT TAX ADVICE ABOUT YOUR OWN CIRCUMSTANCES. WE DO NOT GUARANTEE THE TAX
STATUS OF YOUR ANNUITY. TAX LAWS CONSTANTLY CHANGE, THEREFORE WE CANNOT
GUARANTEE THAT THE INFORMATION CONTAINED HEREIN IS COMPLETE AND/OR ACCURATE.

ANNUITY CONTRACTS IN GENERAL

     The Internal Revenue Code ("IRC") provides for special rules regarding the
tax treatment of annuity contracts. Generally, taxes on the earnings in your
annuity contract are deferred until you take the money out. Qualified retirement
investments automatically provide tax deferral regardless of whether the
underlying contract is an annuity. Different rules apply depending on how you
take the money out and whether your contract is Qualified or Non-qualified.

     If you do not purchase your contract under a pension plan, a specially
sponsored employer program or an IRA, your contract is referred to as a
Non-qualified contract. A Non-qualified contract receives different tax
treatment than a Qualified contract. In general, your cost basis in a Non-
qualified contract is equal to the Purchase Payments you put into the contract.
You have already been taxed on the cost basis in your contract.

     If you purchase your contract under a pension plan, a specially sponsored
employer program or as an individual retirement account, your contract is
referred to as a Qualified contract. Examples of qualified plans are: IRAs, Roth
IRAs, Tax-Sheltered Annuities (referred to as 403(b) contracts), H.R. 10 Plans
(referred to as Keogh Plans) and pension and profit sharing plans, including
401(k) plans. Typically you have not paid any tax on the Purchase Payments used
to buy your contract and therefore, you have no cost basis in your contract.

TAX TREATMENT OF DISTRIBUTIONS -- NON-QUALIFIED CONTRACTS

     If you make a withdrawal from a Non-qualified contract, the IRC treats such
a withdrawal as first coming from the earnings and then as coming from your
Purchase Payments. For income payments, any portion of each payment that is
considered a return of your Purchase Payment will not be taxed. Withdrawn
earnings are treated as income to you and are taxable. The IRC provides for a
10% penalty tax on any earnings that are withdrawn other than in conjunction
with the following circumstances: (1) after reaching age 59 1/2; (2) when paid
to your Beneficiary after you die; (3) after you become disabled (as defined in
the IRC); (4) when paid in a series of substantially equal installments made for
your life or for the joint lives of you and you Beneficiary; (5) under an
immediate annuity; or (6) which come from Purchase Payments made prior to August
14, 1982.

TAX TREATMENT OF DISTRIBUTIONS -- QUALIFIED CONTRACTS

     Generally, you have not paid any taxes on the Purchase Payments used to buy
a Qualified contract. Any amount of money you take out as a withdrawal or as
income payments is taxable income. The IRC further provides for a 10% penalty
tax on any withdrawal or income payment paid to you other than in conjunction
with the following circumstances: (1) after reaching age 59 1/2; (2) when paid
to your Beneficiary after you die; (3) after you become disabled (as defined in
the IRC); (4) when paid in a series of substantially equal installments made for
your life or for the joint lives of you and your Beneficiary; (5) to the extent
such withdrawals do not exceed limitations set by the IRC for amounts paid
during the taxable year for medical care; (6) to fund higher education expenses
(as defined in IRC); (7) to fund certain first-time home purchase expenses; and,
except in the case of an IRA; (8) when you separate from service after attaining
age 55; and (9) when paid to an alternate payee pursuant to a qualified domestic
relations order.

                                       25
<PAGE>   26

     The IRC limits the withdrawal of Purchase Payments from certain
Tax-Sheltered Annuities. Withdrawals can only be made when an owner: (1) reaches
age 59 1/2; (2) leaves his or her job; (3) dies; (4) becomes disabled (as
defined in the IRC); or (5) experiences hardship (as defined in the IRC). In the
case of hardship, the owner can only withdraw Purchase Payments.

MINIMUM DISTRIBUTIONS

     Generally, the IRS requires that you begin taking annual distributions from
Qualified annuity-contracts by April 1 of the calendar year following the later
of (1) the calendar year in which you attain age 70 1/2 or (2) the calendar year
in which you retire. We currently waive withdrawal charges on withdrawals taken
to meet minimum distribution requirements. Current operational practice is to
provide a free withdrawal of the greater of the contract's maximum penalty free
amount or the required minimum distribution amount for a particular contract
(but not both). Failure to satisfy the minimum distribution requirement may
result in a tax penalty. You should consult your tax advisor for more
information.

DIVERSIFICATION

     The IRC imposes certain diversification requirements on the underlying
investments for a variable annuity. We believe that each underlying Variable
Portfolios' management monitors the Variable Portfolios so as to comply with
these requirements. To be treated as a variable annuity for tax purposes, the
underlying investments must meet these requirements.

     The diversification regulations do not provide guidance as to the
circumstances under which you, because of the degree of control you exercise
over the underlying investments, and not First SunAmerica, would be considered
the owner of the shares of the Variable Portfolios. It is unknown to what extent
owners are permitted to select investments, to make transfers among Variable
Portfolios or the number and type of Variable Portfolios owners may select from.
If any guidance is provided which is considered a new position, then the
guidance would generally be applied prospectively. However, if such guidance is
considered not to be a new position, it may be applied retroactively. This would
mean you, as the owner of the contract, could be treated as the owner of the
underlying Variable Portfolios. Due to the uncertainty in this area, we reserve
the right to modify the contract in an attempt to maintain favorable tax
treatment.

--------------------------------------------------------------------------------

                                 ADMINISTRATION
--------------------------------------------------------------------------------

     We are responsible for the administrative servicing of your contract.
Please contact our Annuity Service Center at 1-800-99NY-SUN, if you have any
comment, question or service request.

     During the accumulation phase, you will receive confirmation of
transactions within your contract. Transactions made pursuant to contractual or
systematic agreements, such as deduction of the annual maintenance fee and
dollar cost averaging, may be confirmed quarterly. Purchase payments received
through the automatic payment plan or a salary reduction arrangement, may also
be confirmed quarterly. For all other transactions, we send confirmations
immediately.

     During the accumulation and income phases, you will receive a statement of
your transactions over the past quarter and a summary of your account values.

     It is your responsibility to review these documents carefully and notify us
of any inaccuracies immediately. We investigate all inquiries. To the extent
that we believe we made an error, we retroactively adjust your contract,
provided you notify us within 30 days of receiving the transaction confirmation
or quarterly statement. Any other adjustments we deem warranted are made as of
the time we receive notice of the error.

                                       26
<PAGE>   27

DISTRIBUTION OF CONTRACTS

     Registered representatives of broker-dealers sell the contract. First
SunAmerica pays commissions to these representatives for the sale of the
contracts. We do not expect the total commissions to exceed 6.5% of your
Purchase Payments. We may also pay a bonus to representatives for contracts
which stay active for a particular period of time, in addition to standard
commissions. We do not deduct commissions paid to registered representatives
directly from your Purchase Payments.

     From time to time, we may pay or allow additional promotional incentives in
the form of cash or other compensation. We reserve the right to offer these
additional incentives only to certain broker-dealers that sell or are expected
to sell, certain minimum amounts of the contract, or other contracts offered by
us. Promotional incentives may change at any time.

     Vista Fund Distributors, Inc. ("VFD"), located at 101 Park Avenue, New
York, New York, 10178, serves as distributor of the Contracts. VFD is registered
as a broker-dealer under the Securities Exchange Act of 1934, as amended, and is
a member of the National Association of Securities Dealers, Inc. VFD is not
affiliated with First SunAmerica or the Adviser to the Trust. No underwriting
fees are paid in connection with the distribution of these contracts.

--------------------------------------------------------------------------------

                                   CUSTODIAN
--------------------------------------------------------------------------------

     Chase Manhattan Bank, 270 Park Avenue, New York, New York 10017, serves as
the custodian of the assets of the separate account.

--------------------------------------------------------------------------------

                               LEGAL PROCEEDINGS
--------------------------------------------------------------------------------

     There are no pending legal proceedings affecting the separate account.
First SunAmerica and its subsidiaries engage in various kinds of routine
litigation. In management's opinion, these matters are not of material
importance to their respective total assets nor are they material with respect
to the separate account.

--------------------------------------------------------------------------------

                             REGISTRATION STATEMENT
--------------------------------------------------------------------------------

     A registration statement has been filed with the SEC under the Securities
Act of 1933 relating to the contract. This prospectus does not contain all the
information in the registration statement as permitted by SEC regulations. The
omitted information can be obtained from the SEC's principal office in
Washington, D.C., upon payment of a prescribed fee.

                                       27
<PAGE>   28

--------------------------------------------------------------------------------

                            INDEPENDENT ACCOUNTANTS
--------------------------------------------------------------------------------

     The financial statements of First SunAmerica as of December 31, 1999,
December 31, 1998 and September 30, 1998 and for the year ended December 31,
1999, for the three months ended December 31, 1998 and for each of the two
fiscal years in the period ended September 30, 1998, are presented in the
Statement of Additional Information. Financial statements of the Separate
Account are also included in the Statement of Additional Information reflecting
the fiscal year ended August 31, 2000. The financial statements have been so
included in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.

--------------------------------------------------------------------------------

            TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
--------------------------------------------------------------------------------

     Additional information concerning the operations of the separate account is
contained in a Statement of Additional Information ("SAI"), which is available
without charge upon written request addressed to us at our Annuity Service
Center, P.O. Box 54299, Los Angeles, California 90054-0299 or by calling
(800)99NY-SUN. The contents of the SAI are tabulated below.

<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
Performance Data............................................     1
Income Payments.............................................     3
Annuity Unit Values.........................................     3
Qualified Plans.............................................     6
Distribution of Contracts...................................    10
Financial Statements........................................    11
</TABLE>

                                       28
<PAGE>   29

                                   APPENDIX A

                        MARKET VALUE ADJUSTMENT ("MVA")

The MVA reflects the impact that changing interest rates have on the value of
money invested at a fixed interest rate. The longer the period of time remaining
in the term you initially agreed to leave your money in the fixed account
option, the greater the impact of changing interest rates. The impact of the MVA
can be either positive or negative, and is computed by multiplying the amount
withdrawn, transferred or annuitized by the following factor:

                                            (N/12)
                         [(1+I/(1+J+0.0025)]       - 1

  where:

        I is the interest rate you are earning on the money invested in the
        fixed account option;

        J is the interest rate then currently available for the period of time
        equal to the number of years remaining in the term you initially agreed
        to leave your money in the fixed account option (fractional years are
        rounded up to the next full year); and

        N is the number of full months remaining in the term you initially
        agreed to leave your money in the fixed account option.

EXAMPLES OF THE MVA

     The examples below assume the following:

     (1) You made an initial Purchase Payment of $10,000 and allocated it to the
         10-year fixed account option at a rate of 5%;

     (2) You make a partial withdrawal of $4,000 when 2 1/2 years (30 months)
         remain in the 10-year term you initially agreed to leave your money in
         the fixed account option (N=30);

     (3) The accumulated value attributable to the Purchase Payment on the date
         of withdrawal is $14,168.20; and

     (4) You have not made any other transfers, additional Purchase Payments, or
         withdrawals.

No withdrawal charges are reflected because your Purchase Payment has been in
the contract for seven full years. If a withdrawal charge applies, it is
deducted before the MVA. The MVA is assessed on the amount withdrawn less any
withdrawal charges.

POSITIVE ADJUSTMENT

Assume that on the date of withdrawal, the interest rate in effect for a new
Purchase Payments in the 3-year fixed account option is 4%.

                                            (N/12)
     The MVA factor is = [(1+I/(1+J+0.0025)]       - 1
                                              (30/12)
                       = [(1.05)/(1.04+.0025)]        - 1
                                   (2.5)
                       = (1.007194)      - 1
                       = 1.018083 - 1
                       = + 0.018083

The requested withdrawal amount is multiplied by the MVA factor to determine the
MVA:
                         $4,000 x (+0.018083) = +$72.33

$72.33 represents the MVA that would be added to your withdrawal.

NEGATIVE ADJUSTMENT

Assume that on the date of withdrawal, the interest rate in effect for new
Purchase Payments in the 3-year fixed investment option (2 1/2 years rounded up
to the next full year) is 6%.

                                             (N/12)
     The MVA factor is = [(1+I)/(1+J+0.0025)]       - 1
                                            (30/12)
                     = [(1.05)/(1.06+.0025)]        - 1
                                 (2.5)
                     = (0.988235)      - 1
                     = 0.970847 - 1
                     = - 0.029153

The requested withdrawal amount is multiplied by the MVA factor to determine the
MVA:
                        $4,000 X (- 0.029153) = -$116.61

$116.61 represents the MVA that will be deducted from the money remaining in the
10-year fixed account option.

                                       A-1
<PAGE>   30

EXAMPLE OF FULL WITHDRAWAL WITH MVA AND WITHDRAWAL CHARGE

     Assume the same facts as in Part 2, above, except that under assumption (2)
a complete withdrawal is requested with 4 1/2 years (54 months) remaining in the
guarantee period (i.e., N = 54). The guarantee amount on the date of withdrawal
is $12,878.13. As was the case with the Examples in Part 1, above, the earnings
may be withdrawn free of withdrawal charge, leaving the initial Purchase Payment
of $10,000 subject to the Charge. The applicable withdrawal charge is 2% or
$200.

     EXAMPLE OF A POSITIVE MVA:

          Assume that on the date of withdrawal the current interest rate for a
     new guarantee period of 5 years is 4%:

                                                    N/12
          The MVA factor = [(1 + I)/(1 + J + .0025)]     -1
                                                  (54/12)
                         = [(1.05)/(1.04 + .0025)]        -1
                                     4.5
                         = (1.007194)    -1
                         = 1.032784 -1
                         = +0.032784

          The MVA is:

           ($12,878.13 - $200) X (+0.032784) = +$415.64

          And the net amount available upon surrender is:

           $12,878.13 - $200 + $415.64 = $13,093.77

     EXAMPLE OF A NEGATIVE MVA:

          Assume that on the date of withdrawal the current interest rate for a
     new guarantee period of 5 years is 6%:

                                                    N/12
          The MVA factor = [(1 + I)/(1 + J + .0025)]     -1
                                                (54/12)
                       = [(1.05)/(1.06 + .0025)]        -1
                                   4.5
                       = (0.988235)    -1
                       = 0.948138 -1
                       = -0.051862

          The withdrawal charge of $200 is applied first; the MVA factor is
     applied against the remaining guarantee amount:

          MVA = ($12,878.13 - $200 - $30) X (-0.051862) = -$657.51

          The net amount available upon withdrawal is the guarantee amount
     reduced by the withdrawal charge and the MVA:

          $12,878.13 - $200 - $657.51 = $12,020.62

                                       A-2
<PAGE>   31

                                   APPENDIX B
                       WITHDRAWALS AND WITHDRAWAL CHARGES

PART 1 -- SEPARATE ACCOUNT (THE MVA DOES NOT APPLY TO THE SEPARATE ACCOUNT)

     These examples assume the following:

          (1) The initial Purchase Payment was $10,000, allocated solely to one
     Variable Portfolio;

          (2) The date of full surrender or partial withdrawal occurs during the
     3rd contribution year;

          (3) The contract value at the time of surrender or withdrawal is
     $12,000; and

          (4) No other Purchase Payments or previous partial withdrawals have
     been made.

     EXAMPLE A -- FULL SURRENDER:

          (1) Earnings in the Variable Portfolio ($12,000 - $10,000 = $2,000)
     are not subject to the withdrawal charge.

          (2) The balance of the full surrender ($12,000 - $2,000 = $10,000) is
     subject to a 5% withdrawal charge applicable during the 3rd contribution
     year.

          (3) The amount of the withdrawal charge is .05 X $10,000 = $500.

          (4) The contract administration charge is deducted from the full
     surrender amount. The amount of the full surrender is
     $12,000 - $500 - $30 = $11,470.

     EXAMPLE B -- PARTIAL WITHDRAWAL (IN THE AMOUNT OF $3,000):

          (1) For the same reasons as given in Steps 1 and 2 of Example A,
     above, $2,000 can be withdrawn free of the withdrawal charge.

          (2) Although 10% of the Purchase Payment is available without
     imposition of a withdrawal charge (.10 X $10,000 = $1,000), this free
     withdrawal amount is, like the withdrawal charge, applied first to
     earnings. Since the earnings exceed the free withdrawal amount, only the
     earnings can be withdrawn free of the scheduled withdrawal charge.

          (3) The balance of the requested partial withdrawal
     ($3,000 - $2,000 = $1,000) is subject to the withdrawal charge applicable
     during the 3rd contribution year (5%).

          (4) The amount of the withdrawal charge is equal to the amount
     required to complete the partial withdrawal ($3,000 - $2,000 = $1,000)
     divided by (1 - .05) = 0.95, less the amount required to complete the
     partial withdrawal.

          withdrawal charge = ($1,000/0.95) - $1,000
                        = $52.63

     In this example, in order for the owner to receive the amount requested
($3,000), a gross withdrawal of $3,052.63 must be processed with $52.63
representing the withdrawal charge calculated above.

     Examples C and D assume the following:

          (1) The initial Purchase Payment was $20,000, allocated solely to one
     Variable Portfolio;

          (2) The full surrender or partial withdrawal occurs during the 3rd
     contribution year;

                                       B-1
<PAGE>   32

          (3) The owner's contract value at the time of surrender or withdrawal
     is $21,500; and

          (4) No other Purchase Payments or partial withdrawals have been made.

     EXAMPLE C -- PARTIAL WITHDRAWAL (IN THE MAXIMUM AMOUNT AVAILABLE WITHOUT
                  WITHDRAWAL CHARGE):

          (1) Earnings in the Variable Portfolio ($21,500 - $20,000 = $1,500)
     are not subject to the withdrawal charge.

          (2) An additional free withdrawal of 10% of the Purchase Payments less
     earnings (.10 X $20,000 - $1,500 = $500) is also available free of the
     withdrawal charge, so that

          (3) The maximum partial withdrawal without withdrawal charge is the
     sum of the earnings and the additional free withdrawal
     ($1,500 + $500 = $2,000).

     EXAMPLE D -- FULL SURRENDER IMMEDIATELY FOLLOWING THE PARTIAL WITHDRAWAL IN
                 EXAMPLE C:

        (1) The owner's contract value after the partial withdrawal in Example C
     is $21,500 - $2,000 = $19,500.

          (2) The Purchase Payment amount for calculating the withdrawal charge
     is the original $20,000 (additional free withdrawal amounts do not reduce
     the Purchase Payment amount for purposes of calculating the withdrawal
     charge).

          (3) The amount of the withdrawal charge is .05 X $20,000 = $1,000.

          (4) The contract administration charge is deducted from the full
     surrender amount. The amount of the full surrender is
     $19,500 - $1,000 - $30 = $18,470.

                                       B-2
<PAGE>   33

                                   APPENDIX C

--------------------------------------------------------------------------------

                        CONDENSED FINANCIAL INFORMATION
                            ACCUMULATION UNIT VALUES
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                          FISCAL YEAR    FISCAL YEAR    FISCAL YEAR    FISCAL YEAR
              PORTFOLIOS                    8/31/97        8/31/98        8/31/99        8/31/00
              ----------                  -----------    -----------    -----------    -----------
<S>                                       <C>            <C>            <C>            <C>
International Equity
  Beginning AUV.......................     $  10.92       $  11.67      $     11.22     $  13.83
  Ending AUV..........................     $  11.67       $  11.22      $     13.83     $  16.45
  Ending Number of AUs................       98,431        149,618          152,295      142,448
Capital Growth
  Beginning AUV.......................     $  13.95       $  17.51      $     14.43     $  18.58
  Ending AUV..........................     $  17.51       $  14.43      $     18.58     $  23.46
  Ending Number of AUs................      216,078        329,146          315,810      271,880
Growth and Income
  Beginning AUV.......................     $  13.07       $  17.47      $     16.29     $  19.47
  Ending AUV..........................     $  17.47       $  16.29      $     19.47     $  21.19
  Ending Number of AUs................      362,810        598,820          626,277      493,845
Asset Allocation
  Beginning AUV.......................     $  12.00       $  14.49      $     14.30     $  15.76
  Ending AUV..........................     $  14.49       $  14.30      $     15.76     $  16.99
  Ending Number of AUs................      109,177        201,112          246,051      205,079
U.S. Government Income
  Beginning AUV.......................     $  10.79       $  11.50      $     12.61     $  12.28
  Ending AUV..........................     $  11.50       $  12.61      $     12.28     $  13.06
  Ending Number of AUs................       54,714        205,110          205,669      141,218
Money Market
  Beginning AUV.......................     $  10.47       $  10.84      $     11.22     $  11.58
  Ending AUV..........................     $  10.84       $  11.22      $     11.58     $  12.06
  Ending Number of AUs................       61,233         43,125           83,823       70,173
</TABLE>

---------------

AUV -- Accumulation Unit Value

AU -- Accumulation Units

                                       C-1
<PAGE>   34

--------------------------------------------------------------------------------

   Please forward a copy (without charge) of the Statement of Additional
   Information concerning the Vista Capital Advantage issued by First
   SunAmerica Life Insurance Company to:

             (Please print or type and fill in all information.)

        ---------------------------------------------------------------------
        Name

        ---------------------------------------------------------------------
        Address

        ---------------------------------------------------------------------
        City/State/Zip

<TABLE>
<S>    <C>                                    <C>      <C>

Date:  ------------------------------------   Signed:  ---------------------------------------
</TABLE>

   Return to: First SunAmerica Life Insurance Company, Annuity Service Center,
   P.O. Box 52499, Los Angeles, California 90054-0299
--------------------------------------------------------------------------------
<PAGE>   35
                                        As filed pursuant to Rule 497(c)
                                        under the Securities Act of 1933
                                        Registration No. 033-81470 and
                                        811-8624


                       STATEMENT OF ADDITIONAL INFORMATION


                             VISTA CAPITAL ADVANTAGE
               FIXED AND VARIABLE GROUP DEFERRED ANNUITY CONTRACTS

                         FS VARIABLE ANNUITY ACCOUNT TWO


               DEPOSITOR: FIRST SUNAMERICA LIFE INSURANCE COMPANY




This Statement of Additional Information is not a prospectus; it should be read
with the prospectus dated December 29, 2000, relating to the annuity contracts
described above, a copy of which may be obtained without charge by written
request addressed to:

                     First SunAmerica Life Insurance Company
                             Annuity Service Center
                                 P.O. Box 54299
                       Los Angeles, California 90054-0299



             THE DATE OF THIS STATEMENT OF ADDITIONAL INFORMATION IS
                               DECEMBER 29, 2000


                                                              FSVCA-SAI (12/00)

<PAGE>   36



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                 PAGE
                                                                                                 ----
<S>                                                                                              <C>
Performance Data ...........................................................................        1

Income Payments ...........................................................................         3

Annuity Unit Values .......................................................................         3

Taxes .....................................................................................         6

Distribution of Contracts ................................................................         10

Financial Statements .......................................................................       11
</TABLE>


<PAGE>   37

                                PERFORMANCE DATA

     Performance data for the various Variable Portfolios are computed in the
manner described below.

MONEY MARKET PORTFOLIO

     The annualized current yield and the effective yield for the Money Market
Portfolio for the 7-day period ended August 31, 2000 were 4.53% and 4.63%,
respectively.

     Current yield is computed by first determining the Base Period Return
attributable to a hypothetical contract having a balance of one Accumulation
Unit at the beginning of a 7 day period using the formula:

     Base Period Return = (EV-SV-CMF)/(SV)

     where:

     SV   = value of one Accumulation Unit at the start of a 7 day period

     EV   = value of one Accumulation Unit at the end of the 7 day period

     CMF  = an allocated portion of the $30 annual contract maintenance fee,
            prorated for 7 days

     The change in value of an Accumulation Unit during the 7 day period
reflects the income received, minus any expenses accrued, during such 7 day
period. The contract maintenance fee is first allocated among the Variable
Portfolios and the General Account so that each Variable Portfolio's allocated
portion of the charge is proportional to the percentage of the number of Owners'
accounts that have money allocated to that Variable Portfolio. The portion of
the charge allocable to the Money Market Portfolio is further reduced, for
purposes of the yield computation, by multiplying it by the ratio that the value
of the hypothetical contract bears to the value of an account of average size
for contracts funded by the Money Market Portfolio. Finally, the result is
multiplied by the fraction 7/365 to arrive at the portion attributable to the 7
day period.

     The current yield is then obtained by annualizing the Base Period Return:

                 Current Yield = (Base Period Return) x (365/7)

     The Money Market Portfolio also quotes an "effective yield" that differs
from the current yield given above in that it takes into account the effect of
dividend reinvestment in the Underlying Fund. The effective yield, like the
current yield, is derived from the Base Period Return over a 7 day period.
However, the effective yield accounts for dividend reinvestment by compounding
the current yield according to the formula:
                                                365/7
     Effective Yield = [(Base Period Return + 1)      - 1]

     The yield quotations also do not reflect any impact of premium taxes,
transfer fees, or Withdrawal Charges.



                                       1
<PAGE>   38

     The yield quoted should not be considered a representation of the yield of
the Money Market Portfolio in the future since the yield is not fixed. Actual
yields will depend not only on the type, quality and maturities of the
investments held by the Underlying Fund and changes in interest rates on such
investments, but also on factors such as a Owner's account size (since the
impact of fixed dollar charges will be greater for small accounts than for
larger accounts).

     Yield information may be useful in reviewing the performance of the Money
Market Portfolio and for providing a basis for comparison with other investment
alternatives. However, the Money Market Portfolio's yield fluctuates, unlike
bank deposits or other investments that typically pay a fixed yield for a stated
period of time.

OTHER VARIABLE PORTFOLIOS

     The Variable Portfolios of the Separate Account other than the Money Market
Portfolio compute their performance data as "total return".

     The total returns of the various Variable Portfolios for periods of 1, 3
and 5 years, and since each Variable Portfolio's inception date, are shown
below, both with and without an assumed complete redemption at the end of the
period.

                        FS VARIABLE ANNUITY ACCOUNT TWO
                            STANDARDIZED PERFORMANCE

              TOTAL ANNUAL RETURN (IN PERCENT) FOR PERIOD ENDED ON
                    AUGUST 31, 2000 (WITH/WITHOUT REDEMPTION)

<TABLE>
<CAPTION>

VARIABLE PORTFOLIO        INCEPTION     1 YEAR           3 YEAR         5 YEAR       SINCE INCEPTION
------------------        ---------   -----------      ----------     ----------     ---------------
<S>                       <C>         <C>              <C>             <C>            <C>
International Equity      12/22/95    12.81/18.81     10.65/11.99        N/A               8.53/9.00
Capital Growth            12/06/95    20.20/26.20      8.75/10.14        N/A             14.22/14.61
Growth and Income         12/06/95      2.79/8.79       5.11/6.59        N/A             12.26/12.67
Asset Allocation          12/22/95      1.70/7.70       3.81/5.33        N/A               8.26/8.74
U.S. Government           12/22/95      0.25/6.25       2.71/4.27        N/A               2.91/3.47
</TABLE>
     Total return for a Variable Portfolio represents a single computed annual
rate of return that, when compounded annually over a specified time period (one,
five, and ten years, or since inception) and applied to a hypothetical initial
investment in a contract funded by that Variable Portfolio made at the beginning
of the period, will produce the same value at the end of the period that the
hypothetical investment would have produced over the same period. The total rate
of return (T) is computed so that it satisfies the formula:
                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 of a hypothetical
                    $1,000 payment made at the beginning of the
                    1, 5, or 10 year period as of the end of the
                    period (or fractional portion thereof).



                                       2
<PAGE>   39

     The total return figures reflect the effect of both nonrecurring and
recurring charges, as discussed herein. Recurring charges are taken into account
in a manner similar to that used for the yield computations for the Money Market
Portfolio, described above. The applicable Withdrawal Charge (if any) is
deducted as of the end of the period, to reflect the effect of the assumed
complete redemption. Because the impact of the Contract Maintenance Fee on a
particular Owner's account will generally differ from that assumed in the
computation, due to differences between most actual allocations and the assumed
one, as well as differences due to varying account sizes, the total return
experienced by an actual Variable Portfolio over the same time periods would
generally have been different from those produced by the computation. As with
the Money Market Portfolio yield figures, total return figures are derived from
historical data and are not intended to be a projection of future performance.

                                 INCOME PAYMENTS

INITIAL MONTHLY INCOME PAYMENTS

     The initial income payment is determined by applying separately that
portion of the contract value allocated to the fixed account option and the
Variable Portfolio(s), less any premium tax, to the annuity table specified in
the contract for fixed and variable income payments. Those tables are based on a
set amount per $1,000 of proceeds applied. The appropriate rate must be
determined by the sex (except where, as in the case of certain Qualified
contracts and other employer-sponsored retirement plans, such classification is
not permitted) and age of the annuitant and designated second person, if any.

     The dollars applied are then divided by 1,000 and the result multiplied by
the appropriate annuity factor appearing in the table to compute the amount of
the first monthly income payment. In the case of a variable annuity, that amount
is divided by the value of an Annuity Unit as of the Annuity Date to establish
the number of Annuity Units representing each variable income payment. The
number of Annuity Units determined for the first variable income payment remains
constant for the second and subsequent monthly variable income payments,
assuming that no reallocation of contract values is made.

SUBSEQUENT MONTHLY INCOME PAYMENTS

     For fixed income payments, the amount of the second and each subsequent
monthly income payment is the same as that determined above for the first
monthly payment.

     For variable income payments, the amount of the second and each subsequent
monthly income payment is determined by multiplying the number of Annuity Units,
as determined in connection with the calculation of the initial monthly payment,
above, by the Annuity Unit value as of the day preceding the date on which each
income payment is due.

                               ANNUITY UNIT VALUES

     The value of an Annuity Unit is determined independently for each Variable
Portfolio.

     The annuity tables contained in the contract are based on a 3.5% per annum
assumed investment rate. If the actual net investment rate experienced by a
Variable Portfolio exceeds 3.5%, variable income payments derived from
allocations to that Variable Portfolio will increase over time. Conversely, if
the actual rate is less than 3.5%, variable income payments will decrease over



                                       3
<PAGE>   40

time. If the net investment rate equals 3.5%, the variable income payments will
remain constant. If a higher assumed investment rate had been used, the initial
monthly payment would be higher, but the actual net investment rate would also
have to be higher in order for income payments to increase (or not to decrease).

     The payee receives the value of a fixed number of Annuity Units each month.
The value of a fixed number of Annuity Units will reflect the investment
performance of the Variable Portfolios elected, and the amount of each income
payment will vary accordingly.

     For each Variable Portfolio, the value of an Annuity Unit is determined by
multiplying the Annuity Unit value for the preceding month by the net investment
factor for the month for which the Annuity Unit value is being calculated. The
result is then multiplied by a second factor which offsets the effect of the
assumed net investment rate of 3.5% per annum that is assumed in the annuity
tables contained in the contract.

NET INVESTMENT FACTOR

     The net investment factor ("NIF") is an index applied to measure the net
investment performance of a Variable Portfolio from one month to the next. The
NIF may be greater or less than or equal to one; therefore, the value of an
Annuity Unit may increase, decrease or remain the same.

     The NIF for any Variable Portfolio for a certain month is determined by
dividing (a) by (b) where:

     (a)  is the Accumulation Unit value of the Variable Portfolio determined as
          of the end of that month, and

     (b)  is the Accumulation Unit value of the Variable Portfolio determined as
          of the end of the preceding month.

     The NIF for a Variable Portfolio for a given month is a measure of the net
investment performance of the Variable Portfolio from the end of the prior month
to the end of the given month. A NIF of 1.000 results in no change; a NIF
greater than 1.000 results in an increase; and a NIF less than 1.000 results in
a decrease. The NIF is increased (or decreased) in accordance with the increases
(or decreases, respectively) in the value of a share of the underlying fund in
which the Variable Portfolio invests; it is also reduced by separate account
asset charges that are included in the Accumulation Unit Value.

     ILLUSTRATIVE EXAMPLE

     Assume that one share of a given Variable Portfolio had an Accumulation
Unit value of $11.46 as of the close of the New York Stock Exchange ("NYSE") on
the last business day in September and that its Accumulation Unit value had been
$11.44 at the close of the NYSE on the last business day of the previous month.
The NIF for the month of September is:

                           NIF  = ($11.46/$11.44)

                                = 1.00174825



                                       4
<PAGE>   41

     ILLUSTRATIVE EXAMPLE

     The change in Annuity Unit value for a Variable Portfolio from one month to
the next is determined in part by multiplying the Annuity Unit value at the
prior month end by the NIF for that Variable Portfolio for the new month. In
addition, however, the result of that computation must also be multiplied by an
additional factor that takes into account, and neutralizes, the assumed
investment rate of 3.5 percent per annum upon which the income payment tables
are based. For example, if the net investment rate for a Variable Portfolio
(reflected in the NIF) were equal to the assumed investment rate, the variable
income payments should remain constant (i.e., the Annuity Unit value should not
change). The monthly factor that neutralizes the assumed investment rate of 3.5
percent per annum is:
                                   (1/12)
                         1/[(1.035)       ] = 0.99713732

     In the example given above, if the Annuity Unit value for the Portfolio was
$10.103523 on the last business day in August, the Annuity Unit value on the
last business day in September would have been:

                $10.103523 x 1.00174825 x 0.99713732 = $10.092213

     To determine the initial payment, the initial annuity payment for variable
annuitization is calculated based on our mortality expectations and an assumed
interest rate (AIR) of 3.5%. Thus the initial variable annuity payment is the
same as the initial payment for a fixed interest payout annuity calculated at an
effective rate of 3.5%.

     The Net Investment Factor (NIF) measures the performance of the funds that
are the basis for the amount of future annuity payments. This performance is
compared to the AIR, and if the growth in the NIF is the same as the AIR rate
the payment remains the same as the prior month. If the rate of growth of the
NIF is different than the AIR, then the payment is changed proportionately to
the ratio (1+NIF) / (1+AIR), calculated on a monthly basis. If the NIF is
greater than the AIR, then this proportion is greater than one and payments are
decreased. If the NIF is less than the AIR, then this proportion is less than
one and payments are decreased.

VARIABLE INCOME PAYMENTS

     ILLUSTRATIVE EXAMPLE

     Assume that a male owner, P, owns a contract in connection with which P has
allocated all of his contract value to a single Variable Portfolio. P is also
the sole annuitant and, at age 60, has elected to begin the income phase of his
contract under Option 4, with 12 years of guaranteed payments. As of the last
valuation preceding the Annuity Date, P's Account was credited with 7543.2456
Accumulation Units, each having a value of $15.432655, (i.e., P's account value
is equal to 7543.2456 x $15.432655 = $116,412.31). Assume also that the Annuity
Unit value for the Portfolio on that same date is $13.256932, and that the
Annuity Unit value on the day immediately prior to the second income payment
date is $13.327695.

     P's first variable income payment is determined from the annuity rate
tables in P's contract, using the information assumed above. From the tables,
which supply monthly income payments for each $1,000 of applied contract value,
P's first variable income payment is determined by multiplying the monthly
installment of $5.42 (Option 4 tables, male Annuitant age 60 at the Annuity
Date) by the result of dividing P's account value by $1,000:



                                       5
<PAGE>   42

             First Payment = $5.42 x ($116,412.31/$1,000) = $630.95

     The number of P's Annuity Units (which will be fixed; i.e., it will not
change unless he transfers his Account to another Account) is also determined at
this time and is equal to the amount of the first variable income payment
divided by the value of an Annuity Unit on the day immediately prior to
annuitization:

                 Annuity Units = $630.95/$13.256932 = 47.593968

     P's second variable income payment is determined by multiplying the number
of Annuity Units by the Annuity Unit value as of the day immediately prior to
the second payment due date:

                Second Payment = 47.593968 x $13.327695 = $634.32

     The third and subsequent variable income payments are computed in a manner
similar to the second variable income payment.

     Note that the amount of the first variable income payment depends on the
contract value in the relevant Variable Portfolio on the Annuity Date and thus
reflects the investment performance of the Variable Portfolio net of fees and
charges during the income phase. The amount of that payment determines the
number of Annuity Units, which will remain constant during the Annuity Phase
(assuming no transfers from the Variable Portfolio). The net investment
performance of the Variable Portfolio during the Annuity Phase is reflected in
continuing changes during this phase in the Annuity Unit value, which determines
the amounts of the second and subsequent variable income payments.

                                      TAXES

GENERAL

     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
non-annuity distribution or as income payments under the income option elected.
For a lump sum payment received as a total surrender (total redemption), the
recipient is taxed on the portion of the payment that exceeds the cost basis of
the contract. For a payment received as a withdrawal (partial redemption),
federal tax liability is determined on a last-in, first-out basis, meaning
taxable income is withdrawn before the cost basis of the contract is withdrawn.
For contracts issued in connection with Nonqualified plans, the cost basis is
generally the Purchase Payments, while for contracts issued in connection with
Qualified plans there may be no cost basis. The taxable portion of the lump sum
payment is taxed at ordinary income tax rates. Tax penalties may also apply.

     For income payments, the taxable portion is determined by a formula which
establishes the ratio that the cost basis of the contract bears to the total
value of income payments for the term of the annuity contract. The taxable
portion is taxed at ordinary income tax rates. Owners, Annuitants and
Beneficiaries under the contracts should seek competent financial advice about
the tax consequences of distributions under the retirement plan under which the
contracts are purchased.

     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.



                                       6
<PAGE>   43

WITHHOLDING TAX ON DISTRIBUTIONS

     The Code generally requires the Company (or, in some cases, a plan
administrator) to withhold tax on the taxable portion of any distribution or
withdrawal from a contract. For "eligible rollover distributions" from contracts
issued under certain types of Qualified plans, 20% of the distribution must be
withheld, unless the payee elects to have the distribution "rolled over" to
another eligible plan in a direct "trustee to trustee" transfer. This
requirement is mandatory and cannot be waived by the owner. Withholding on other
types of distributions can be waived.

     An "eligible rollover distribution" is the estimated taxable portion of any
amount received by a covered employee from a plan qualified under Section 401(a)
or 403(a) of the Code, or from a tax-sheltered annuity qualified under Section
403(b) of the Code (other than (1) income payments for the life (or life
expectancy) of the employee, or joint lives (or joint life expectancies) of the
employee and his or her designated Beneficiary, or for a specified period of ten
years or more; and (2) distributions required to be made under the Code).
Failure to "roll over" the entire amount of an eligible rollover distribution
(including an amount equal to the 20% portion of the distribution that was
withheld) could have adverse tax consequences, including the imposition of a
penalty tax on premature withdrawals, described later in this section.

     Withdrawals or distributions from a contract other than eligible rollover
distributions are also subject to withholding on the estimated taxable portion
of the distribution, but the owner may elect in such cases to waive the
withholding requirement. If not waived, withholding is imposed (1) for periodic
payments, at the rate that would be imposed if the payments were wages, or (2)
for other distributions, at the rate of 10%. If no withholding exemption
certificate is in effect for the payee, the rate under (1) above is computed by
treating the payee as a married individual claiming 3 withholding exemptions.

DIVERSIFICATION - SEPARATE ACCOUNT INVESTMENTS

     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 adequately
diversified, in accordance with regulations prescribed by the United States
Treasury Department ("Treasury Department"). Disqualification of the contract as
an annuity contract would result in imposition of federal income tax to the
owner with respect to earnings allocable to the contract prior to the receipt of
any payments under the contract. The Code contains a safe harbor provision which
provides that annuity contracts, such as your contract, meet the diversification
requirements if, as of the close of each calendar quarter, the underlying assets
meet the diversification standards for a regulated investment company, and no
more than 55% of the total assets consist of cash, cash items, U.S. government
securities and securities of other regulated investment companies.

     The Treasury Department has issued regulations which establish
diversification requirements for the investment portfolios underlying variable
contracts such as the contracts. 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



                                       7
<PAGE>   44

investments. 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."

MULTIPLE CONTRACTS

     Multiple 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 multiple contracts. The Company
believes that Congress intended to affect the purchase of multiple deferred
annuity contracts which may have been purchased to avoid withdrawal income tax
treatment. Owners should consult a tax adviser prior to purchasing more than one
annuity contract in any calendar year.

TAX TREATMENT OF ASSIGNMENTS

     An assignment of a contract may have tax consequences, and may also be
prohibited by ERISA in some circumstances. Owners should therefore consult
competent legal advisers should they wish to assign their contracts.

PARTIAL 1035 EXCHANGES

      Section 1035 of the Code provides that an annuity contract may be
exchanged in a tax-free transaction for another annuity contract. Historically,
it was presumed that only the exchange of an entire contract, as opposed to a
partial exchange, would be accorded tax-free status. In 1998 in Conway vs.
Commissioner, the Tax Court held that the direct transfer of a portion of an
annuity contract into another annuity contract qualified as a non-taxable
exchange. On November 22, 1999, the Internal Revenue Service filed an Action on
Decision which indicated that it acquiesced in the Tax Court decision in
Conway. However, in its acquiescence with the decision of the Tax Court, the
Internal Revenue Service stated that it will challenge transactions where
taxpayers enter into a series of partial exchanges and annuitizations as part
of a design to avoid application of the 10% premature distribution penalty or
other limitations imposed on annuity contracts under Section 72 of the Code. In
the absence of further guidance from the Internal Revenue Service it is unclear
what specific types of partial exchange designs and transactions will be
challenged by the Internal Revenue Service. Due to the uncertainty in this area
owners should seek their own tax advice.

QUALIFIED PLANS

     The contracts offered by this prospectus are designed to be suitable for
use under various types of Qualified plans. Taxation of owners in each Qualified
plan varies with the type of plan and terms and conditions of each specific
plan. Owners, Annuitants and Beneficiaries are cautioned that benefits under a
Qualified plan 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.

     Following are general descriptions of the types of Qualified plans with
which the contracts may be used. Such descriptions are not exhaustive and are
for general information purposes only. The tax rules regarding Qualified plans
are very complex and will have differing applications depending on individual
facts and circumstances. Each purchaser should obtain competent tax advice prior
to purchasing a contract issued under a Qualified plan.

     Contracts issued pursuant to Qualified plans include special provisions
restricting contract provisions that may otherwise be available and described in
this prospectus. Generally, contracts issued pursuant to Qualified plans are not
transferable except upon surrender or annuitization. Various penalty and excise
taxes may apply to contributions or distributions made in violation of
applicable limitations. Furthermore, certain withdrawal penalties and
restrictions may apply to surrenders from Qualified contracts.

(a)  H.R. 10 PLANS

     Section 401 of the Code permits self-employed individuals to establish
     Qualified plans for themselves and their employees, commonly referred to as
     "H.R. 10" or "Keogh" Plans. Contributions made to the plan for the benefit
     of the employees will not be included in the gross income of the employees
     until distributed from the plan. The tax consequences to owners may vary
     depending upon the particular plan design. However, the Code places
     limitations and restrictions on all plans on such items as: amounts of
     allowable contributions; form, manner and timing of distributions; vesting
     and nonforfeitability of interests; nondiscrimination in eligibility and
     participation; and the tax treatment of



                                       8
<PAGE>   45

     distributions, withdrawals and surrenders. Purchasers of contracts for
     use with an H.R. 10 Plan should obtain competent tax advice as to the tax
     treatment and suitability of such an investment.

(b)  TAX-SHELTERED ANNUITIES

     Section 403(b) of the Code permits the purchase of "tax-sheltered
     annuities" by public schools and certain charitable, education and
     scientific organizations described in Section 501(c)(3) of the Code. These
     qualifying employers may make contributions to the contracts for the
     benefit of their employees. Such contributions are not includible in the
     gross income of the employee until the employee receives distributions from
     the contract. The amount of contributions to the tax-sheltered annuity is
     limited to certain maximums imposed by the Code. Furthermore, the Code sets
     forth additional restrictions governing such items as transferability,
     distributions, nondiscrimination and withdrawals. Any employee should
     obtain competent tax advice as to the tax treatment and suitability of such
     an investment.

(c)  INDIVIDUAL RETIREMENT ANNUITIES

     Section 408(b) of the Code permits eligible individuals to contribute to an
     individual retirement program known as an "Individual Retirement Annuity"
     ("IRA"). Under applicable limitations, certain amounts may be contributed
     to an IRA which will be deductible from the individual's gross income.
     These IRAs are subject to limitations on eligibility, contributions,
     transferability and distributions. 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
     IRAs should obtain competent tax advice as to the tax treatment and
     suitability of such an investment.

(d)  ROTH IRAS

     Section 408(a) of the Code permits an individual to contribute to an
     individual retirement program called a Roth IRA. Unlike contributions to a
     regular IRA under Section 408(b) of the Code, contributions to a Roth IRA
     are not made on a tax-deferred basis, but distributions are tax-free if
     certain requirements are satisfied. Like regular IRAs, Roth IRAs are
     subject to limitations on the amount that may be contributed, those who may
     be eligible and the time when distributions may commence without tax
     penalty. Certain persons may be eligible to convert a regular IRA into a
     Roth IRA, and the taxes on the resulting income may be spread over four
     years if the conversion occurs before January 1, 1999. If and when the
     contracts are made available for use with Roth IRAs, they may be subject to
     special requirements imposed by the Internal Revenue Service ("IRS").
     Purchasers of the contracts for this purpose will be provided with such
     supplementary information as may be required by the IRS or other
     appropriate agency.


(e)  CORPORATE PENSION AND PROFIT-SHARING PLANS

     Sections 401(a) and 401(k) of the Code permit corporate employers to
     establish various types of retirement plans for employees. These retirement
     plans may permit the purchase of the contracts to provide benefits under
     the plan. Contributions to the plan for the benefit of employees will not
     be includible in the gross income of the employee until distributed



                                       9
<PAGE>   46

     from the plan. The tax consequences to owners may vary depending upon the
     particular plan design. However, the Code places limitations on all plans
     on such items as amount of allowable contributions; form, manner and timing
     of distributions; vesting and nonforfeitability of interests;
     nondiscrimination in eligibility and participation; and the tax treatment
     of distributions, withdrawals and surrenders.

(f)  DEFERRED COMPENSATION PLANS - SECTION 457

     Under Section 457 of the Code, governmental and certain other tax-exempt
     employers may establish, for the benefit of their employees, deferred
     compensation plans which may invest in annuity contracts. The Code, as in
     the case of Qualified plans, establishes limitations and restrictions on
     eligibility, contributions and distributions. Under these plans,
     contributions made for the benefit of the employees will not be includible
     in the employees' gross income until distributed from the plan. However,
     under a 457 plan all the plan assets shall remain solely the property of
     the employer, subject only to the claims of the employer's general
     creditors until such time as made available to an owner or a Beneficiary.
     As of January 1, 1999, all 457 plans of state and local governments must
     hold assets and income in trust (or custodial accounts or an annuity
     contract) for the exclusive benefit of participants and their
     Beneficiaries. Purchasers of contracts for use with corporate pension
     or profit sharing plans should obtain competent tax advice as to the tax
     treatment and suitability of such an investment.

                            DISTRIBUTION OF CONTRACTS


     Vista Fund Distributors, Inc. ("VFD"), located at 101 Park Avenue, New
York, New York 10178, serves as the principal underwriter of the contracts. VFD
is registered as a broker-dealer under the Securities Exchange Act of 1934, as
amended, and is a member of the National Association of Securities Dealers, Inc.
and is not affiliated with the Company.

     VFD has entered into sales agreements with other broker/dealers to solicit
applications for the contracts through registered representatives who are
licensed to sell securities and variable insurance products. These agreements
provide that applications for the contracts may be solicited by registered
representatives of the broker/dealers appointed by the Company to sell its
variable annuities. Such broker/dealers will receive compensation as described
in the prospectus. For the years ended August 31, 2000, 1999, 1998 and 1997 no
commissions were paid to VFD as principal underwriter of the contracts.
     Contracts are offered on a continuous basis.

                              FINANCIAL STATEMENTS

     The audited financial statements of the Company as of December 31, 1999,
December 31, 1998 and September 30, 1998 and for the year ended December 31,
1999, for the three months ended December 31, 1998 and for each of the two
fiscal years in the period ended September 30, 1998 are presented in this
Statement of Additional Information. Effective December 31, 1998, the Company
changed its fiscal year from September 30 to December 31. The audited financial
statements of the Company should be considered only as bearing on the ability of
the Company to meet its obligation under the fixed portion of the Contracts.

The financial statements of FS Variable Annuity Account Two as of August 31,
2000 and for each of the two years in the period ended August 31, 2000, are
included in this Statement of Additional Information.


                                       10
<PAGE>   47


     PricewaterhouseCoopers LLP, 21650 Oxnard Street, Suite 1900, Woodland
Hills, California 91367, serves as the independent accountants for the Separate
Account and the Company. The financial statements referred to above have been so
included in reliance on the reports of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.


                                       11
<PAGE>   48
                        Report of Independent Accountants

To the Board of Directors and Shareholder of
First SunAmerica Life Insurance Company:

In our opinion, the accompanying balance sheet and the related statements of
income and comprehensive income and of cash flows present fairly, in all
material respects, the financial position of First SunAmerica Life Insurance
Company (the "Company") at December 31, 1999, December 31, 1998 and September
30, 1998, and the results of its operations and its cash flows for the year
ended December 31, 1999, for the three months ended December 31, 1998 and for
each of the two fiscal years in the period ended September 30, 1998, in
conformity with accounting principles generally accepted in the United States.
These financial statements are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States, which 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, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.

As discussed in Note 2, the financial statements for the year ended September
30, 1997 have been restated to reflect the merger of John Alden Life Insurance
Company of New York ("JANY") with and into the Company. The merger was accounted
for similar to a pooling of interests. The income statement for that year
includes the operating results of JANY's for the period from April 1, 1997 (the
date of acquisition of JANY by SunAmerica Life Insurance Company, the direct
parent of the Company) through September 30, 1997. We have audited the
adjustments that were applied to restate the 1997 financial statements. In our
opinion, such adjustments are appropriate and have been properly applied to the
1997 financial statements.

PricewaterhouseCoopers LLP
Los Angeles, California
January 31, 2000


                                       12
<PAGE>   49
                     FIRST SUNAMERICA LIFE INSURANCE COMPANY

                                  BALANCE SHEET

<TABLE>
<CAPTION>
                                                               December 31,
                                                  ------------------------------------     At September 30,
                                                        1999                 1998                1998
                                                  ---------------       --------------     ----------------
<S>                                               <C>                   <C>                 <C>
ASSETS

Investments:
  Cash and short-term investments                 $    29,350,000       $   18,466,000      $   55,679,000
  Bonds and notes available for sale,
    at fair value (amortized cost:
    December 1999, $1,587,116,000;
    December 1998, $1,293,637,000;
    September 1998, $1,262,703,000)                 1,522,921,000        1,313,390,000       1,303,872,000
  Mortgage loans                                      211,867,000          176,737,000         187,906,000
  Other invested assets                                42,604,000            6,539,000           6,859,000
                                                  ---------------       --------------      --------------
  Total investments                                 1,806,742,000        1,515,132,000       1,554,316,000

Variable annuity assets held in separate
  accounts                                            558,605,000          344,619,000         271,865,000
Accrued investment income                              24,076,000           18,169,000          19,853,000
Deferred acquisition costs                            137,637,000           96,918,000          87,074,000
Current income taxes receivable                         6,638,000                   --                  --
Deferred income taxes receivable                       18,275,000                   --                  --
Receivable from brokers for sales of
  securities                                                   --           30,597,000           6,661,000
Other assets                                            3,539,000            2,247,000           2,451,000
                                                  ---------------       --------------      --------------
TOTAL ASSETS                                      $ 2,555,512,000       $2,007,682,000      $1,942,220,000
                                                  ===============       ==============      ==============

LIABILITIES AND SHAREHOLDER'S EQUITY

Reserves, payables and accrued liabilities:
  Reserves for fixed annuity contracts            $ 1,523,641,000       $1,432,558,000      $1,460,856,000
  Reserves for universal life insurance
    contracts                                         277,250,000                   --                  --
  Income taxes currently payable                               --           10,144,000          10,177,000
  Payable to brokers for purchases
    of securities                                          63,000           19,806,000              60,000
  Other liabilities                                    34,713,000           12,088,000           7,836,000
                                                  ---------------       --------------      --------------
  Total reserves, payables
    and accrued liabilities                         1,835,667,000        1,474,596,000       1,478,929,000
                                                  ---------------       --------------      --------------
Variable annuity liabilities related
  to separate accounts                                558,605,000          344,619,000         271,865,000
                                                  ---------------       --------------      --------------
Deferred income taxes payable                                  --            3,792,000           5,371,000
                                                  ---------------       --------------      --------------
Shareholder's equity:
  Common Stock                                          3,000,000            3,000,000           3,000,000
  Additional paid-in capital                          144,428,000          144,428,000         144,428,000
  Retained earnings                                    42,409,000           34,737,000          31,361,000
  Accumulated other comprehensive income
    (loss)                                            (28,597,000)           2,510,000           7,266,000
                                                  ---------------       --------------      --------------
  Total shareholder's equity                          161,240,000          184,675,000         186,055,000
                                                  ---------------       --------------      --------------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY        $ 2,555,512,000       $2,007,682,000      $1,942,220,000
                                                  ===============       ==============      ==============
</TABLE>

                             See accompanying notes


                                       13
<PAGE>   50
                     FIRST SUNAMERICA LIFE INSURANCE COMPANY

                  STATEMENT OF INCOME AND COMPREHENSIVE INCOME

<TABLE>
<CAPTION>
                                                                                                    Years Ended September 30,
                                                       Year Ended      Three Months Ended       ----------------------------------
                                                   December 31, 1999    December 31, 1998           1998                  1997
                                                   -----------------   ------------------       -------------         ------------
<S>                                                <C>                 <C>                      <C>                   <C>
Investment income                                    $ 127,276,000         $ 28,010,000         $ 117,496,000         $ 65,559,000
                                                     -------------         ------------         -------------         ------------
Interest expense on:
  Fixed annuity contracts                              (76,114,000)         (18,406,000)          (80,624,000)         (45,765,000)
  Universal life insurance
    contracts                                           (6,475,000)                  --                    --                   --
  Senior indebtedness                                           --               (1,000)             (109,000)            (589,000)
                                                     -------------         ------------         -------------         ------------
  Total interest expense                               (82,589,000)         (18,407,000)          (80,733,000)         (46,354,000)
                                                     -------------         ------------         -------------         ------------
NET INVESTMENT INCOME                                   44,687,000            9,603,000            36,763,000           19,205,000
                                                     -------------         ------------         -------------         ------------
NET REALIZED INVESTMENT
  GAINS (LOSSES)                                       (11,178,000)             797,000             4,690,000            5,020,000
                                                     -------------         ------------         -------------         ------------
Fee income:
  Variable annuity fees                                  6,600,000            1,189,000             3,607,000            1,712,000
  Universal life insurance
    fees                                                 1,873,000                   --                    --                   --
  Surrender charges                                      3,296,000              662,000             4,350,000            1,809,000
                                                     -------------         ------------         -------------         ------------
TOTAL FEE INCOME                                        11,769,000            1,851,000             7,957,000            3,521,000
                                                     -------------         ------------         -------------         ------------
GENERAL AND ADMINISTRATIVE
  EXPENSES                                              (7,871,000)          (1,548,000)           (3,301,000)          (3,222,000)
                                                     -------------         ------------         -------------         ------------
AMORTIZATION OF DEFERRED
  ACQUISITION COSTS                                    (22,664,000)          (5,046,000)          (17,120,000)         (10,386,000)
                                                     -------------         ------------         -------------         ------------
ANNUAL COMMISSIONS                                        (450,000)             (90,000)             (348,000)            (195,000)
                                                     -------------         ------------         -------------         ------------

PRETAX INCOME                                           14,293,000            5,567,000            28,641,000           13,943,000

Income tax expense                                      (6,621,000)          (2,191,000)          (12,106,000)          (5,090,000)
                                                     -------------         ------------         -------------         ------------
NET INCOME                                               7,672,000            3,376,000            16,535,000            8,853,000

OTHER COMPREHENSIVE INCOME
  (LOSS), NET OF TAX:
Net unrealized gains (losses) on
  debt and equity securities available
  for sale:
    Net unrealized gains
      (losses) on debt and
      equity securities available
      for sale identified in
      the current period                               (32,333,000)          (4,094,000)            3,856,000            8,570,000
    Less reclassification
      adjustment for net
      realized (gains) losses
      included in net income                             1,226,000             (662,000)           (2,414,000)          (2,565,000)
                                                     -------------         ------------         -------------         ------------
OTHER COMPREHENSIVE INCOME
  (LOSS)                                               (31,107,000)          (4,756,000)            1,442,000            6,005,000
                                                     -------------         ------------         -------------         ------------
COMPREHENSIVE INCOME (LOSS)                          $ (23,435,000)        $ (1,380,000)        $  17,977,000         $ 14,858,000
                                                     =============         ============         =============         ============
</TABLE>

                             See accompanying notes


                                       14
<PAGE>   51
                     FIRST SUNAMERICA LIFE INSURANCE COMPANY

                             STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                Years Ended September 30,
                                                Year Ended        Three Months Ended       -----------------------------------
                                             December 31, 1999     December 31, 1998           1998                  1997
                                             -----------------    ------------------       -------------         -------------
<S>                                          <C>                  <C>                      <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                   $   7,672,000         $   3,376,000         $  16,535,000         $   8,853,000
  Adjustments to reconcile net
    income to net cash provided
    by operating activities:
      Interest credited to:
        Fixed annuity contracts                   76,114,000            18,406,000            80,624,000            45,765,000
        Universal life insurance
          contracts                                6,475,000                    --                    --                    --
      Net realized investment
        (gains)losses                             11,178,000              (797,000)           (4,690,000)           (5,020,000)
      Accretion of net
        discounts on investments                  (4,123,000)             (377,000)           (1,985,000)           (1,070,000)
      Amortization of goodwill                       691,000                14,000                58,000                58,000
      Provision for deferred
        income taxes                              (5,317,000)              981,000              (389,000)              401,000
  Change in:
    Accrued investment income                     (5,907,000)                   --                    --                    --
    Deferred acquisition costs                     5,381,000             4,256,000             5,642,000            (4,215,000)
    Income taxes receivable/
      payable                                    (16,782,000)              (33,000)            7,941,000             2,535,000
    Other liabilities                             22,625,000                    --                    --                    --
    Other, net                                    (1,042,000)           (1,945,000)            8,472,000            (2,289,000)
                                               -------------         -------------         -------------         -------------
NET CASH PROVIDED BY OPERATING
  ACTIVITIES                                      96,965,000            23,881,000           112,208,000            45,018,000
                                               -------------         -------------         -------------         -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of:
    Bonds and notes                             (497,462,000)         (323,897,000)         (761,591,000)         (833,174,000)
    Mortgage loans                               (66,338,000)                   --           (82,256,000)                   --
    Other investments, excluding
      short-term investments                              --                    --               (11,000)                   --
  Sales of:
    Bonds and notes                              399,790,000           271,632,000           864,763,000           561,887,000
    Mortgage loans                                        --                    --                    --            88,371,000
    Other investments, excluding
      short-term investments                         914,000                    --               494,000               140,000
  Redemptions and maturities of:
    Bonds and notes                               73,380,000            18,231,000            81,254,000            51,600,000
    Mortgage loans                                31,188,000            11,253,000            24,501,000            13,535,000
    Other investments, excluding
      short-term investments                         580,000               320,000                    --                99,000
  Short-term investments received
    from Anchor National Life
    Insurance Company in
    assumption reinsurance
    transaction with MBL Life
    Assurance Corporation                        371,634,000                    --                    --                    --
                                               -------------         -------------         -------------         -------------
NET CASH PROVIDED (USED) BY
  INVESTING ACTIVITIES                           313,686,000           (22,461,000)          127,154,000          (117,542,000)
                                               -------------         -------------         -------------         -------------
</TABLE>


                                       15
<PAGE>   52
                     FIRST SUNAMERICA LIFE INSURANCE COMPANY

                       STATEMENT OF CASH FLOWS (Continued)

<TABLE>
<CAPTION>
                                                                                               Years Ended September 30,
                                                 Year Ended        Three Months Ended      -----------------------------------
                                              December 31, 1999     December 31, 1998           1998                  1997
                                              -----------------    ------------------      -------------         -------------
<S>                                           <C>                  <C>                     <C>                   <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
  Premium receipts on:
    Fixed annuity contracts                     $  36,249,000         $ 19,411,000         $ 130,851,000         $ 131,711,000
    Universal life insurance
      contracts                                     4,790,000                   --                    --                    --
  Net exchanges from the fixed
    accounts of variable annuity
    contracts                                     (37,223,000)          (9,340,000)          (47,852,000)          (22,346,000)
  Withdrawal payments on:
    Fixed annuity contracts                      (350,019,000)         (49,744,000)         (221,629,000)          (88,229,000)
    Universal life insurance
      contracts                                   (13,781,000)                  --                    --                    --
  Claims and annuity payments on:
    Fixed annuity contracts                       (39,783,000)          (7,697,000)          (36,892,000)          (13,774,000)
  Capital contributions received                           --                   --                    --             5,000,000
  Net receipts from (repayments
    of) other short-term
    financings                                             --            8,737,000           (23,970,000)           18,659,000
  Cession of non-annuity
    product lines                                          --                   --           (34,776,000)                   --
                                                -------------         ------------         -------------         -------------
NET CASH PROVIDED (USED) BY
  FINANCING ACTIVITIES                           (399,767,000)         (38,633,000)         (234,268,000)           31,021,000
                                                -------------         ------------         -------------         -------------
NET INCREASE (DECREASE) IN CASH
  AND SHORT-TERM INVESTMENTS                       10,884,000          (37,213,000)            5,094,000           (41,503,000)

CASH AND SHORT-TERM INVESTMENTS
  AT BEGINNING OF PERIOD                           18,466,000           55,679,000            50,585,000             6,707,000

CASH AND SHORT-TERM INVESTMENTS
  OF JOHN ALDEN LIFE INSURANCE
  COMPANY OF NEW YORK AT DATE OF
  ACQUISITION                                              --                   --                    --            85,381,000
                                                -------------         ------------         -------------         -------------
CASH AND SHORT-TERM INVESTMENTS
  AT END OF PERIOD                              $  29,350,000         $ 18,466,000         $  55,679,000         $  50,585,000
                                                =============         ============         =============         =============
SUPPLEMENTAL CASH FLOW INFORMATION:
  Interest paid on indebtedness                 $          --         $      1,000         $     109,000         $     589,000
                                                =============         ============         =============         =============
  Net income taxes paid                         $  28,720,000         $         --         $   5,439,000         $   2,154,000
                                                =============         ============         =============         =============
</TABLE>

                             See accompanying notes


                                       16
<PAGE>   53
                     FIRST SUNAMERICA LIFE INSURANCE COMPANY

                          NOTES TO FINANCIAL STATEMENTS

1.    NATURE OF OPERATIONS

      First SunAmerica Life Insurance Company (the "Company") is a New
      York-domiciled life insurance company engaged primarily in the business of
      selling and administering fixed and variable annuities and universal life
      contracts in the State of New York.

      The Company is an indirect wholly owned subsidiary of American
      International Group, Inc. ("AIG"), an international insurance and
      financial services holding company. At December 31, 1998, the Company was
      a wholly owned indirect subsidiary of SunAmerica Inc., a Maryland
      Corporation. On January 1, 1999, SunAmerica Inc. merged with and into AIG
      in a tax-free reorganization that has been treated as a pooling of
      interests for accounting purposes. Thus, SunAmerica Inc. ceased to exist
      on that date. However, immediately prior to the date of the merger,
      substantially all of the net assets of SunAmerica Inc. were contributed to
      a newly formed subsidiary of AIG named SunAmerica Holdings, Inc., a
      Delaware Corporation. SunAmerica Holdings, Inc. subsequently changed its
      name to SunAmerica Inc. ("SunAmerica").

      The operations of the Company are influenced by many factors, including
      general economic conditions, monetary and fiscal policies of the federal
      government, and policies of state and other regulatory authorities. The
      level of sales of the Company's financial products is influenced by many
      factors, including general market rates of interest, the strength,
      weakness and volatility of equity markets, and terms and conditions of
      competing financial products. The Company is exposed to the typical risks
      normally associated with a portfolio of fixed-income securities, namely
      interest rate, option, liquidity and credit risk. The Company controls its
      exposure to these risks by, among other things, closely monitoring and
      matching the duration of its assets and liabilities, monitoring and
      limiting prepayment and extension risk in its portfolio, maintaining a
      large percentage of its portfolio in highly liquid securities, and
      engaging in a disciplined process of underwriting, reviewing and
      monitoring credit risk. The Company also is exposed to market risk, as
      market volatility may result in reduced fee income in the case of assets
      held in separate accounts.

2.    BUSINESS COMBINATION

      On March 31, 1997, SunAmerica Life Insurance Company, the direct parent of
      the Company, completed the acquisition of all of the outstanding stock of
      John Alden Life Insurance Company of New York ("JANY"). On October 31,
      1997, JANY was merged with and into the Company. On the date of
      acquisition, JANY had assets having an aggregate fair value of
      $1,536,179,000, composed primarily of invested assets totaling
      $1,403,807,000. Liabilities assumed in this acquisition totaled
      $1,411,179,000, including $1,363,764,000 of fixed annuity reserves. An
      amount equal to the excess of the purchase price over the fair value of
      the net assets acquired, amounting to $103,695,000 at September 30, 1997,
      is included in Deferred Acquisition Costs in the balance sheet. The
      acquisition was accounted for by using the purchase method of accounting
      and the merger by using the pooling method from the date of acquisition
      through the date of merger. The balance sheet at September 30, 1997 and
      the income statement and statement of cash flows for the year ended
      September 30,


                                       17
<PAGE>   54
                     FIRST SUNAMERICA LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (Continued)

2.    BUSINESS COMBINATION (Continued)

      1997 have been restated from those originally contained in the September
      30, 1997 Annual Report on Form 10-K to include the assets and liabilities
      of JANY and the results of JANY's operations and cash flows for the
      six-month period from April 1, 1997 through September 30, 1997. On a pro
      forma (unaudited) basis, assuming the acquisition and merger had occurred
      on October 1, 1996, the beginning of the earliest period presented herein,
      investment income would have been $117,059,000 and net income would have
      been $12,434,000 for the year ended September 30, 1997.

3.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      BASIS OF PRESENTATION: The accompanying financial statements have been
      prepared in accordance with generally accepted accounting principles. The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires the use of estimates and assumptions that
      affect the amounts reported in the financial statements and the
      accompanying notes. Actual results could differ from those estimates.
      Certain items have been reclassified to conform to the current period's
      presentation.

      Under generally accepted accounting principles, premiums collected on the
      non-traditional life and annuity insurance products, such as those sold by
      the Company, are not reflected as revenues in the Company's statement of
      earnings, as they are recorded directly to policyholder liabilities upon
      receipt.

      The preparation of financial statements in conformity with generally
      accepted accounting principles requires the use of estimates and
      assumptions that affect the amounts reported in the financial statements
      and the accompanying notes. Actual results could differ from those
      estimates.

      INVESTED ASSETS: Cash and short-term investments primarily include cash,
      commercial paper, money market investments, repurchase agreements and
      short-term bank participations. All such investments are carried at cost
      plus accrued interest, which approximates fair value, have maturities of
      three months or less and are considered cash equivalents for purposes of
      reporting cash flows.

      Bonds and notes available for sale are carried at aggregate fair value and
      changes in unrealized gains or losses, net of tax, are credited or charged
      directly to shareholder's equity. Bonds and notes are reduced to estimated
      net realizable value when necessary for declines in value considered to be
      other than temporary. Estimates of net realizable value are subjective and
      actual realization will be dependent upon future events.

      Mortgage loans are carried at amortized unpaid balances, net of provisions
      for estimated losses. Other invested assets include real estate, which is
      reduced by impairment provisions, policy loans, which are carried at
      unpaid balances, and common stock, which is carried at fair value.

      Realized gains and losses on the sale of investments are recognized in
      operations at the date of sale and are determined by using the


                                       18
<PAGE>   55
                     FIRST SUNAMERICA LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (Continued)

3.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      specific cost identification method. Premiums and discounts on investments
      are amortized to investment income by using the interest method over the
      contractual lives of the investments.

      DEFERRED ACQUISITION COSTS: Policy acquisition costs are deferred and
      amortized, with interest, in relation to the incidence of estimated gross
      profits to be realized over the estimated lives of the annuity contracts.
      Estimated gross profits are composed of net interest income, net realized
      investment gains and losses, variable annuity fees, surrender charges and
      direct administrative expenses. Deferred acquisition costs consist of
      commissions and other costs that vary with, and are primarily related to,
      the production or acquisition of new business.

      As debt and equity securities available for sale are carried at aggregate
      fair value, an adjustment is made to deferred acquisition costs equal to
      the change in amortization that would have been recorded if such
      securities had been sold at their stated aggregate fair value and the
      proceeds reinvested at current yields. The change in this adjustment, net
      of tax, is included with the change in net unrealized gains or losses on
      debt and equity securities available for sale that is credited or charged
      directly to shareholder's equity. Deferred Acquisition Costs have been
      increased by $20,200,000 at December 31, 1999, and decreased by
      $15,900,000 at December 31, 1998, $30,000,000 at September 30, 1998 and
      $31,200,000 at September 30, 1997 for this adjustment.

      VARIABLE ANNUITY ASSETS AND LIABILITIES: The assets and liabilities
      resulting from the receipt of variable annuity premiums are segregated in
      separate accounts. The Company receives administrative fees for managing
      the funds and other fees for assuming mortality and certain expense risks.
      Such fees are included in Variable Annuity Fees in the income statement.

      GOODWILL: Goodwill is amortized by using the straight-line method over a
      period of 25 years and is included in Other Assets in the balance sheet.
      There was no goodwill remaining at December 31, 1999.

      CONTRACTHOLDER RESERVES: Contractholder reserves for fixed annuity
      contracts and universal life insurance contracts are accounted for as
      investment-type contracts in accordance with Statement of Financial
      Accounting Standards No. 97, "Accounting and Reporting by Insurance
      Enterprises for Certain Long-Duration Contracts and for Realized Gains and
      Losses from the Sale of Investments," and are recorded at accumulated
      value (premiums received, plus accrued interest, less withdrawals and
      assessed fees).

      FEE INCOME: Variable annuity fees, universal life insurance fees and
      surrender charges are recorded in income as earned.

      INCOME TAXES: The Company files as a "life insurance company" under the
      provisions of the Internal Revenue Code of 1986. Its federal income tax
      return is consolidated with those of its direct parent, SunAmerica Life
      Insurance Company (the "Parent"), and its affiliate, Anchor National Life
      Insurance Company ("ANLIC"). Income taxes have been calculated as if the
      Company filed a separate return. Deferred


                                       19
<PAGE>   56
                     FIRST SUNAMERICA LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (Continued)

3.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      income tax assets and liabilities are recognized based on the difference
      between financial statement carrying amounts and income tax bases of
      assets and liabilities using enacted income tax rates and laws.

      RECENTLY ISSUED ACCOUNTING STANDARDS: In June 1998, the FASB issued
      Statement of Financial Accounting Standards No. 133, "Accounting for
      Derivative Instruments and Hedging Activities" ("SFAS 133"). SFAS 133
      addresses the accounting for derivative instruments, including certain
      derivative instruments embedded in other contracts, and hedging
      activities. SFAS 133 was postponed by SFAS 137, and now will be effective
      for the Company as of January 1, 2001. Therefore it is not included in the
      accompanying financial statements. The Company has not completed its
      analysis of the effect of SFAS 133, but management believes that it will
      not have a material impact on the Company's results of operations,
      financial condition or liquidity.

      Statement of Financial Accounting Standards No. 131, "Disclosures about
      Segments of an Enterprise and Related Information," was adopted for the
      year ended December 31, 1999 and is included in Note 14 of the
      accompanying financial statements.

4.    FISCAL YEAR CHANGE

      Effective December 31, 1998, the Company changed its fiscal year end from
      September 30 to December 31. Accordingly, the financial statements include
      the results of operations for the transition period, which are not
      necessarily indicative of operations for a full year. The financial
      statements as of and for the three months ended December 31, 1998 were
      originally filed as the Company's unaudited Transition Report on Form
      10-Q.

      Results for comparable prior period are summarized below.

<TABLE>
<CAPTION>
                                                   Three Months Ended
                                                    December 31, 1997
                                                   ------------------
<S>                                                <C>
      Investment income                                 $29,882,000

      Net investment income                               8,547,000

      Net realized investment gains                       2,075,000

      Total fee income                                    1,653,000

      Pretax income                                       7,193,000

      Net income                                          4,274,000
                                                        ===========
</TABLE>

5.    ACQUISITION

      On December 31, 1998, ANLIC acquired the individual life business and the
      individual and group annuity business of MBL Life Assurance Corporation
      ("MBL Life"), via a 100% coinsurance transaction, for a cash purchase
      price of $128,420,000. As part of this transaction,

                                       20
<PAGE>   57
                     FIRST SUNAMERICA LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (Continued)

5.    ACQUISITION (Continued)

      ANLIC acquired assets having an aggregate fair value of $5,718,227,000,
      composed primarily of invested assets totaling $5,715,010,000. Liabilities
      assumed in this acquisition totaled $5,831,266,000, including
      $3,460,503,000 of fixed annuity reserves, $2,308,742,000 of universal life
      reserves and $24,011,000 of guaranteed investment contract reserves.

      Included in the block of business acquired from MBL Life were policies
      whose owners are residents of the State of New York ("the New York
      Business"). On July 1, 1999, the New York Business was acquired by the
      Company via an assumption reinsurance agreement. As part of this
      acquisition, invested assets equal to $678,272,000, universal life
      reserves equal to $282,247,000, group pension reserves equal to
      $406,118,000, and other net assets of $10,093,000 were assumed by the
      Company. On a pro forma basis, assuming the MBL Life acquisition had been
      consummated on October 1, 1996, the beginning of the earliest period
      presented here, investment income would have been $150,619,000,
      $164,183,000 and $112,246,000 for the year ended December 31, 1999 and the
      years ended September 30, 1998 and 1997, respectively. Net income would
      have been $9,364,000, $19,920,000 and $12,238,000 for the year ended
      December 31, 1999 and the years ended September 30, 1998 and 1997,
      respectively.

      The $128,420,000 purchase price was allocated between the Company and
      ANLIC based on the estimated future gross profits of the two blocks of
      business. The portion allocated to the Company was $10,000,000.

      As part of the Acquisition, the Company received $34,657,000 from MBL Life
      to pay policy enhancements guaranteed by the MBL Life rehabilitation
      agreement to policyholders meeting certain requirements. A primary
      requirement was that annuity policyholders must have converted their MBL
      Life policy to a policy type currently offered by the Company or one of
      its affiliates by December 31, 1999. The enhancements are to be credited
      in four installments on January 1, 2000, June 30, 2001, June 30, 2002 and
      June 30, 2003, to eligible policies still active on each of those dates.
      On December 31, 1999 the enhancement reserve for such payments totaled
      $35,807,000, which includes interest credited at 6.75% on the original
      reserve. Of this amount, $4,621,000 was credited to policyholders in
      February 2000 for the January 1, 2000 installment.


                                       21
<PAGE>   58
                     FIRST SUNAMERICA LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (Continued)

6.    INVESTMENTS

      The amortized cost and estimated fair value of bonds and notes available
      for sale by major category follow:

<TABLE>
<CAPTION>
                                                                              Estimated
                                                          Amortized              Fair
                                                             Cost               Value
                                                        --------------      --------------
<S>                                                     <C>                 <C>
      AT DECEMBER 31, 1999:

      Securities of the United States
        Government                                      $    1,479,000      $    1,347,000
      Mortgage-backed securities                           602,095,000         574,247,000
      Securities of public utilities                        41,758,000          41,071,000
      Corporate bonds and notes                            667,450,000         637,985,000
      Other debt securities                                274,334,000         268,271,000
                                                        --------------      --------------
        Total                                           $1,587,116,000      $1,522,921,000
                                                        ==============      ==============
      AT DECEMBER 31, 1998:

      Securities of the United States
        Government                                      $   10,230,000      $   10,263,000
      Mortgage-backed securities                           534,759,000         546,409,000
      Securities of public utilities                        78,396,000          80,442,000
      Corporate bonds and notes                            567,623,000         573,599,000
      Other debt securities                                102,629,000         102,677,000
                                                        --------------      --------------
        Total                                           $1,293,637,000      $1,313,390,000
                                                        ==============      ==============
      AT SEPTEMBER 30, 1998:

      Securities of the United States
        Government                                      $      518,000      $      549,000
      Mortgage-backed securities                           454,934,000         472,557,000
      Securities of public utilities                        81,525,000          84,711,000
      Corporate bonds and notes                            658,674,000         677,717,000
      Other debt securities                                 67,052,000          68,338,000
                                                        --------------      --------------
        Total                                           $1,262,703,000      $1,303,872,000
                                                        ==============      ==============
</TABLE>


                                       22
<PAGE>   59
                     FIRST SUNAMERICA LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (Continued)

6.    INVESTMENTS (Continued)

      The amortized cost and estimated fair value of bonds and notes available
      for sale by contractual maturity, as of December 31, 1999, follow:

<TABLE>
<CAPTION>
                                                                        Estimated
                                                    Amortized              Fair
                                                       Cost               Value
                                                  --------------      --------------
<S>                                               <C>                 <C>
      Due in one year or less                     $   47,125,000      $   46,887,000
      Due after one year through five years          299,033,000         295,798,000
      Due after five years through ten years         445,835,000         419,857,000
      Due after ten years                            193,028,000         186,133,000
      Mortgage-backed securities                     602,095,000         574,246,000
                                                  --------------      --------------
        Total                                     $1,587,116,000      $1,522,921,000
                                                  ==============      ==============
</TABLE>

      Actual maturities of bonds and notes will differ from those shown above
      due to prepayments and redemptions. Gross unrealized gains and losses on
      bonds and notes available for sale by major category follow:

<TABLE>
<CAPTION>
                                                    Gross             Gross
                                                  Unrealized       Unrealized
                                                    Gains            Losses
                                                 -----------      ------------
<S>                                              <C>              <C>
      AT DECEMBER 31, 1999:

      Securities of the United States
        Government                               $     5,000      $   (137,000)
      Mortgage-backed securities                     873,000       (28,721,000)
      Securities of public utilities                  56,000          (743,000)
      Corporate bonds and notes                    2,867,000       (32,332,000)
      Other debt securities                          454,000        (6,517,000)
                                                 -----------      ------------
        Total                                    $ 4,255,000      $(68,450,000)
                                                 ===========      ============
      AT DECEMBER 31, 1998:

      Securities of the United States
        Government                               $    35,000      $     (2,000)
      Mortgage-backed securities                  13,104,000        (1,454,000)
      Securities of public utilities               2,585,000          (539,000)
      Corporate bonds and notes                   18,094,000       (12,118,000)
      Other debt securities                          748,000          (700,000)
                                                 -----------      ------------
        Total                                    $34,566,000      $(14,813,000)
                                                 ===========      ============
      AT SEPTEMBER 30, 1998:

      Securities of the United States
        Government                               $    31,000      $         --
      Mortgage-backed securities                  17,733,000          (110,000)
      Securities of public utilities               3,562,000          (376,000)
      Corporate bonds and notes                   30,219,000       (11,176,000)
      Other debt securities                        1,297,000           (11,000)
                                                 -----------      ------------
        Total                                    $52,842,000      $(11,673,000)
                                                 ===========      ============
</TABLE>


                                       23
<PAGE>   60
                     FIRST SUNAMERICA LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (Continued)

6.    INVESTMENTS (Continued)

      Gross unrealized gains on equity securities available for sale aggregated
      $9,000 at December 31, 1998 and September 30, 1998 and $19,000 at
      September 30, 1997. There were no gross unrealized gains or losses on
      equity securities available for sale at December 31, 1999 and no gross
      unrealized losses at December 31, 1998, September 30, 1998 and September
      30, 1997.

      Gross realized investment gains and losses on sales of investments are as
      follows:

<TABLE>
<CAPTION>
                                   Year Ended     Three Months Ended      Years Ended September 30,
                                  December 31,      December 31,       ------------------------------
                                      1999              1998               1998              1997
                                  ------------    ------------------   ------------       -----------
<S>                               <C>             <C>                  <C>                <C>
      BONDS AND NOTES:
        Realized gains            $  6,040,000       $ 4,290,000       $ 13,067,000       $ 6,441,000
        Realized losses             (9,688,000)       (1,843,000)        (7,509,000)       (1,466,000)

      MORTGAGE LOANS:
        Realized losses                     --                --           (289,000)          (15,000)

      OTHER INVESTMENTS:
        Realized gains                 164,000                --             22,000           140,000
        Realized losses                     --                --           (209,000)               --

      IMPAIRMENT WRITEDOWNS         (7,694,000)       (1,650,000)          (392,000)          (80,000)
                                  ------------       -----------       ------------       -----------
        Total net realized
        investment gains
        (losses)                  $(11,178,000)      $   797,000       $  4,690,000       $ 5,020,000
                                  ============       ===========       ============       ===========
</TABLE>

The sources and related amounts of investment income are as follows:

<TABLE>
<CAPTION>
                                   Year Ended     Three Months Ended     Years Ended September 30,
                                   December 31,      December 31,     ------------------------------
                                       1999              1998              1998              1997
                                   ------------   ------------------  ------------       -----------
<S>                                <C>            <C>                 <C>                <C>
      Short-term investments       $  4,795,000      $ 1,122,000      $  2,340,000      $ 1,334,000
      Bonds and notes               103,503,000       22,811,000       100,808,000       56,253,000
      Mortgage loans                 17,139,000        3,980,000        13,901,000        7,714,000
      Other invested assets           1,839,000           97,000           447,000          258,000
                                   ------------      -----------      ------------      -----------
      Total investment income      $127,276,000      $28,010,000      $117,496,000      $65,559,000
                                   ============      ===========      ============      ===========
</TABLE>

      Expenses incurred to manage the investment portfolio amounted to
      $1,548,000 for the year ended December 31, 1999, $218,000 for the three
      months ended December 31, 1998, $814,000 for the year ended September 30,
      1998 and $387,000 for the year ended September 30, 1997 and are included
      in General and Administrative Expenses in the income statement.

      No investments in any one entity or its affiliates exceeded 10% of the
      Company's shareholder's equity at December 31, 1999.

      At December 31, 1999, mortgage loans were collateralized by properties
      located in 33 states, with loans totaling approximately 34% of the
      aggregate carrying value of the portfolio secured by properties located in
      California, approximately 11% by properties located in New York and
      Michigan and no more than 5% of the portfolio was secured by properties
      located in any other single state.

      At December 31, 1999, bonds and notes included $123,849,000 of bonds and
      notes not rated investment grade. The Company had no material
      concentrations of non-investment-grade assets at December 31, 1999.


                                       24
<PAGE>   61
                     FIRST SUNAMERICA LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (Continued)

6.    INVESTMENTS (Continued)

      At December 31, 1999, the carrying value of investments in default as to
      the payment of principal or interest was $1,760,000. Such nonperforming
      assets had an estimated fair value of $1,293,000.

      At December 31, 1999, $519,000 of bonds, at amortized cost, were on
      deposit with regulatory authorities in accordance with statutory
      requirements.

7.    FAIR VALUE OF FINANCIAL INSTRUMENTS

      The following estimated fair value disclosures are limited to reasonable
      estimates of the fair value of only the Company's financial instruments.
      The disclosures do not address the value of the Company's recognized and
      unrecognized nonfinancial assets (including its other invested assets) and
      liabilities or the value of anticipated future business. The Company does
      not plan to sell most of its assets or settle most of its liabilities at
      these estimated fair values.

      The fair value of a financial instrument is the amount at which the
      instrument could be exchanged in a current transaction between willing
      parties, other than in a forced or liquidation sale. Selling expenses and
      potential taxes are not included. The estimated fair value amounts were
      determined using available market information, current pricing information
      and various valuation methodologies. If quoted market prices were not
      readily available for a financial instrument, management determined an
      estimated fair value. Accordingly, the estimates may not be indicative of
      the amounts the financial instruments could be exchanged for in a current
      or future market transaction.

      The following methods and assumptions were used to estimate the fair value
      of each class of financial instruments for which it is practicable to
      estimate that value:

      CASH AND SHORT-TERM INVESTMENTS: Carrying value is considered to be a
      reasonable estimate of fair value.

      BONDS AND NOTES: Fair value is based principally on independent pricing
      services, broker quotes and other independent information.

      MORTGAGE LOANS: Fair values are primarily determined by discounting future
      cash flows to the present at current market rates, using expected
      prepayment rates.

      VARIABLE ANNUITY ASSETS HELD IN SEPARATE ACCOUNTS: Variable annuity assets
      are carried at the market value of the underlying securities.

      RECEIVABLE FROM (PAYABLE TO) BROKERS FOR SALES (PURCHASES) OF SECURITIES:
      Such obligations represent transactions of a short-term nature for which
      the carrying value is considered a reasonable estimate of fair value.

      RESERVES FOR FIXED ANNUITY CONTRACTS: Deferred annuity contracts are
      assigned a fair value equal to current net surrender value. Annuitized
      contracts are valued based on the present value of future cash flows at
      current pricing rates.


                                       25
<PAGE>   62
                     FIRST SUNAMERICA LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (Continued)

7.    FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

      RESERVES FOR UNIVERSAL LIFE INSURANCE CONTRACTS: Universal life and single
      life premium contracts are assigned a fair value equal to current net
      surrender value.

      VARIABLE ANNUITY LIABILITIES RELATED TO SEPARATE ACCOUNTS: Fair values of
      contracts in the accumulation phase are based on net surrender values.
      Fair values of contracts in the payout phase are based on the present
      value of future cash flows at assumed investment rates.

      The estimated fair values of the Company's financial instruments at
      December 31, 1999, December 31, 1998 and September 30, 1998, compared with
      their respective carrying values, are as follows:


<TABLE>
<CAPTION>
                                                          Carrying              Fair
                                                            Value               Value
                                                       --------------      --------------
<S>                                                    <C>                 <C>
      DECEMBER 31, 1999:
      ASSETS:
        Cash and short-term investments                $   29,350,000      $   29,350,000
        Bonds and notes                                 1,522,921,000       1,522,921,000
        Mortgage loans                                    211,867,000         211,197,000
        Variable annuity assets held in
          separate accounts                               558,605,000         558,605,000

      LIABILITIES:
        Reserves for fixed annuity contracts            1,523,641,000       1,458,786,000
        Reserves for universal life
          insurance contracts                             277,250,000         261,522,000
        Variable annuity liabilities related
          to separate accounts                            558,605,000         535,282,000
        Payable to brokers for purchase of
          securities                                           63,000              63,000
                                                       ==============      ==============
      DECEMBER 31, 1998:

      ASSETS:
        Cash and short-term investments                $   18,466,000      $   18,466,000
        Bonds and notes                                 1,313,390,000       1,313,390,000
        Mortgage loans                                    176,737,000         182,013,000
        Variable annuity assets held in
          separate accounts                               344,619,000         344,619,000
        Receivable from brokers for sales
          of securities                                    30,597,000          30,597,000

      LIABILITIES:
        Reserves for fixed annuity contracts            1,432,558,000       1,382,574,000
        Variable annuity liabilities related
          to separate accounts                            344,619,000         328,064,000
        Payable to brokers for purchase of
          securities                                       19,806,000          19,806,000
                                                       ==============      ==============
</TABLE>


                                       26
<PAGE>   63
                     FIRST SUNAMERICA LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (Continued)

7.    FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

<TABLE>
<CAPTION>
                                                       Carrying
                                                         Value            Fair Value
                                                    --------------      --------------
<S>                                                 <C>                 <C>
      SEPTEMBER 30, 1998:

      ASSETS:
        Cash and short-term investments             $   55,679,000      $   55,679,000
        Bonds and notes                              1,303,872,000       1,303,872,000
        Mortgage loans                                 187,906,000         194,471,000
        Variable annuity assets held in
          separate accounts                            271,865,000         271,865,000
        Receivable from brokers for
          sales of securities                            6,661,000           6,661,000

      LIABILITIES:
        Reserves for fixed annuity
          contracts                                  1,460,856,000       1,406,853,000
        Variable annuity liabilities
          related to separate accounts                 271,865,000         256,623,000
        Payable to brokers for purchase of
          securities                                        60,000              60,000
                                                    ==============      ==============
</TABLE>

8.    REINSURANCE

      The business which was assumed from MBL Life is subject to existing
      reinsurance ceded agreements. The agreements, which represent
      predominantly yearly renewable term insurance, allow for maximum retention
      on any single life of $2,000,000. In order to limit even further the
      exposure to loss on any single insured and to recover an additional
      portion of the benefits paid over such limits, the Company entered into a
      reinsurance treaty effective January 1, 1999 under which the Company
      retains no more than $100,000 of risk on any one insured life. At December
      31, 1999, a total reserve credit of $397,000 was taken against the life
      insurance reserves. With respect to these coinsurance agreements, the
      Company could become liable for all obligations of the reinsured policies
      if the reinsurers were to become unable to meet the obligations assumed
      under the respective reinsurance agreements. The Company monitors its
      credit exposure with respect to these agreements. However, due to the high
      credit ratings of the reinsurers, such risks are considered to be minimal.

9.    CONTINGENT LIABILITIES

      The Company is involved in various kinds of litigation common to its
      business. These cases are in various stages of development and, based on
      reports of counsel, management believes that provisions made for potential
      losses relating to such litigation are adequate and any further
      liabilities and costs will not have a material adverse impact upon the
      Company's financial position, results of operations, or cash flows.

      The Company's current financial strength and counterparty credit ratings
      from Standard & Poor's are based in part on a guarantee (the "Guarantee")
      of the Company's insurance policy obligations by American Home Assurance
      Company ("American Home"), a subsidiary of AIG, and a member of an AIG
      intercompany pool, and the belief that the Company is


                                       27
<PAGE>   64
                     FIRST SUNAMERICA LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (Continued)

9.    CONTINGENT LIABILITIES (Continued)

      viewed as a strategically important member of AIG. The Guarantee is
      unconditional and irrevocable, and policyholders have the right to enforce
      the Guarantee directly against American Home.

      The Company's current financial strength rating from Moody's is based in
      part on a support agreement between the Company and AIG (the "Support
      Agreement"), pursuant to which AIG has agreed that AIG will cause the
      Company to maintain a policyholders' surplus of not less than $1 million
      or such greater amount as shall be sufficient to enable the Company to
      perform its obligations under any policy issued by it. The Support
      Agreement also provides that if the Company needs funds not otherwise
      available to it to make timely payment of its obligations under policies
      issued by it, AIG will provide such funds at the request of the Company.
      The Support Agreement is not a direct or indirect guarantee by AIG to any
      person of any obligation of the Company. AIG may terminate the Support
      Agreement with respect to outstanding obligations of the Company only
      under circumstances where the Company attains, without the benefit of the
      Support Agreement, a financial strength rating equivalent to that held by
      the Company with the benefit of the support agreement. Policyholders have
      the right to cause the Company to enforce its rights against AIG and, if
      the Company fails or refuses to take timely action to enforce the Support
      Agreement or if the Company defaults in any claim or payment owed to such
      policyholder when due, have the right to enforce the Support Agreement
      directly against AIG.

      American Home does not publish financial statements, although it files
      statutory annual and quarterly reports with the New York State Insurance
      Department, where such reports are available to the public. AIG is a
      reporting company under the Securities Exchange Act of 1934, and publishes
      annual reports on Form 10-K and quarterly reports on Form 10-Q, which are
      available from the Securities and Exchange Commission.


                                       28
<PAGE>   65
                     FIRST SUNAMERICA LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (Continued)

10.     SHAREHOLDER'S  EQUITY

     The Company is authorized to issue 300 shares of its $10,000 par value
Common Stock. At December 31, 1999, December 31, 1998 and September 30, 1998,
300 shares were outstanding.

     Changes in shareholder's equity are as follows:

<TABLE>
<CAPTION>
                                                Year Ended      Three Months Ended         Years Ended September 30,
                                               December 31,        December 31,        ---------------------------------
                                                   1999                1998                 1998                1997
                                               -------------    ------------------     -------------       -------------
<S>                                            <C>                 <C>                 <C>                 <C>
      ADDITIONAL PAID-IN CAPITAL:
        Beginning balances                     $ 144,428,000       $ 144,428,000       $ 144,428,000       $  14,428,000
        Additional paid-in capital
          acquired as a result of the
          merger with JANY                                --                  --                  --         125,000,000
        Capital contributions received                    --                  --                  --           5,000,000
                                               -------------       -------------       -------------       -------------
      Ending balances                          $ 144,428,000       $ 144,428,000       $ 144,428,000       $ 144,428,000
                                               =============       =============       =============       =============
      RETAINED EARNINGS:
        Beginning balances                     $  34,737,000       $  31,361,000       $  14,826,000       $   5,973,000
        Net income                                 7,672,000           3,376,000          16,535,000           8,853,000
                                               -------------       -------------       -------------       -------------
      Ending balances                          $  42,409,000       $  34,737,000       $  31,361,000       $  14,826,000
                                               =============       =============       =============       =============
      ACCUMULATED OTHER COMPREHENSIVE
        INCOME (LOSS):
          Beginning balances                   $   2,510,000       $   7,266,000       $   5,824,000       $    (181,000)
          Change in net unrealized gains
            (losses) on equity securities             (9,000)                 --             (10,000)           (110,000)
          Change in net unrealized gains
            (losses) on bonds and notes
            available for sale                   (83,948,000)        (21,416,000)          1,028,000          40,648,000
          Change in adjustment to
            deferred acquisition costs            36,100,000          14,100,000           1,200,000         (31,300,000)
          Tax effects of net changes              16,750,000           2,560,000            (776,000)         (3,233,000)
                                               -------------       -------------       -------------       -------------
      Ending balances                          $ (28,597,000)      $   2,510,000       $   7,266,000       $   5,824,000
                                               =============       =============       =============       =============
</TABLE>


                                       29
<PAGE>   66
                     FIRST SUNAMERICA LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (Continued)

10.   SHAREHOLDER'S EQUITY (Continued)

      For a life insurance company domiciled in the State of New York, no
      dividend may be distributed to any shareholder unless notice of the
      domestic insurer's intention to declare such dividend and the amount have
      been filed with the Superintendent of Insurance not less than 30 days in
      advance of such proposed declaration, or if the Superintendent disapproves
      the distribution of the dividend within the 30-day period. No dividends
      were paid in the year ended December 31, 1999, three months ended December
      31, 1998 or the fiscal years ended 1998 or 1997.

      Under statutory accounting principles utilized in filings with insurance
      regulatory authorities, the Company's net income for the years ended
      December 31, 1999, 1998 and 1997 was $14,210,000, $16,263,000 and
      $18,390,000, respectively. The Company's statutory capital and surplus was
      $111,338,000 at December 31, 1999, $96,474,000 at December 31, 1998 and
      $94,239,000 at September 30, 1998.

11.   INCOME TAXES

      The components of the provisions for federal income taxes on pretax income
      consist of the following:

<TABLE>
<CAPTION>
                                       Net realized
                                        Investment
                                       Gains (Losses)    Operations        Total
                                        -----------      -----------    ------------
<S>                                     <C>              <C>            <C>
      December 31, 1999:

      Currently payable                 $ 2,345,000      $ 9,593,000    $ 11,938,000
      Deferred                           (6,772,000)       1,455,000      (5,317,000)
                                        -----------      -----------    ------------
        Total income tax expense
          (benefit)                     $(4,427,000)     $11,048,000    $  6,621,000
                                        ===========      ===========    ============
      December 31, 1998:

      Currently payable                 $ 1,165,000      $    45,000    $  1,210,000
      Deferred                             (595,000)       1,576,000         981,000
                                        -----------      -----------    ------------
        Total income tax expense        $   570,000      $ 1,621,000    $  2,191,000
                                        ===========      ===========    ============
      September 30, 1998:

      Currently payable                 $ 2,711,000      $ 9,784,000    $ 12,495,000
      Deferred                             (515,000)         126,000        (389,000)
                                        -----------      -----------    ------------
        Total income tax expense        $ 2,196,000      $ 9,910,000    $ 12,106,000
                                        ===========      ===========    ============
      September 30, 1997:

      Currently payable                 $ 1,790,000      $ 2,899,000    $  4,689,000
      Deferred                              (11,000)         412,000         401,000
                                        -----------      -----------    ------------
        Total income tax expense        $ 1,779,000      $ 3,311,000    $  5,090,000
                                        ===========      ===========    ============
</TABLE>


                                       30
<PAGE>   67
                     FIRST SUNAMERICA LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (Continued)

11.   INCOME TAXES (Continued)

      Income taxes computed at the United States federal income tax rate of 35%
      and income taxes provided differ as follows:


<TABLE>
<CAPTION>
                                                                Three
                                             Year Ended      Months Ended      Years Ended September 30,
                                            December 31,     December 31,     ----------------------------
                                               1999              1998            1998              1997
                                            ------------      ----------      -----------      -----------
<S>                                         <C>               <C>             <C>              <C>
      Amount computed at statutory rate     $ 4,984,000       $1,949,000      $10,024,000      $ 4,880,000
      Increases (decreases)
        resulting from:
          Amortization of differences
            between book and tax bases
            of net assets acquired              223,000            5,000           20,000           20,000
          State income taxes, net of
            federal tax benefit               1,817,000          237,000        2,042,000          200,000
          Dividend received deduction          (263,000)              --               --               --
          Other, net                           (140,000)              --           20,000          (10,000)
                                            -----------       ----------      -----------      -----------
          Total income tax expense          $ 6,621,000       $2,191,000      $12,106,000      $ 5,090,000
                                            ===========       ==========      ===========      ===========
</TABLE>


                                       31
<PAGE>   68
                     FIRST SUNAMERICA LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (Continued)

11.   INCOME TAXES (Continued)

      Deferred income taxes reflect the net tax effects of temporary differences
      between the carrying amounts of assets and liabilities for financial
      reporting purposes and the amounts used for income tax reporting purposes.
      The significant components of the (receivable) liability for Deferred
      Income Taxes are as follows:

<TABLE>
<CAPTION>
                                                         December 31,
                                               -------------------------------       September 30,
                                                   1999               1998               1998
                                               ------------       ------------      --------------
<S>                                            <C>                <C>               <C>
      DEFERRED TAX LIABILITIES:
        Investments                            $         --       $  1,517,000       $  1,782,000
        Deferred acquisition costs               22,643,000         29,018,000         29,505,000
        Net unrealized gains on debt and
          equity securities available for
          sale                                           --          1,347,000          3,912,000
        Other liabilities                            44,000             46,000             46,000
                                               ------------       ------------       ------------
        Total deferred tax liabilities           22,687,000         31,928,000         35,245,000
                                               ------------       ------------       ------------
      DEFERRED TAX ASSETS:
        Contractholder reserves                 (18,026,000)       (18,550,000)       (18,535,000)
        State income taxes                               --            (79,000)           (79,000)
        Net unrealized losses on debt and
          equity securities available for
          sale                                  (15,398,000)                --                 --
        Other assets                             (7,538,000)        (9,507,000)       (11,260,000)
                                               ------------       ------------       ------------
        Total deferred tax assets               (40,962,000)       (28,136,000)       (29,874,000)
                                               ------------       ------------       ------------
        Deferred income taxes                  $(18,275,000)      $  3,792,000       $  5,371,000
                                               ============       ============       ============
      </TABLE>

12.   COMPREHENSIVE INCOME

      Effective October 1, 1998, the Company adopted Statement of Financial
      Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS
      130") which requires the reporting of comprehensive income in addition to
      net income from operations. Comprehensive income is a more inclusive
      financial reporting methodology that includes disclosure of certain
      financial information that historically has not been recognized in the
      calculation of net income. The adoption of SFAS 130 did not have an impact
      on the Company's results of operations, financial condition or liquidity.
      Comprehensive income amounts for the prior year are disclosed to conform
      to the current year's presentation.


                                       32
<PAGE>   69
                     FIRST SUNAMERICA LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (Continued)

12.   COMPREHENSIVE INCOME (Continued)

      The before tax, after tax, and tax (expense) benefit amounts for each
      component of the (decrease) increase in unrealized gains or losses on debt
      and equity securities available for sale for both the current and prior
      periods are summarized below:

<TABLE>
<CAPTION>
                                                                        Tax Benefit
                                                      Before Tax          (Expense)         Net of Tax
                                                     ------------       ------------       ------------
<S>                                                  <C>                <C>                <C>
      Year ended December 31, 1999:

        Net unrealized losses on debt
        and equity securities available
        for sale identified in the
        current period                               $(93,613,000)      $ 32,765,000       $(60,848,000)

        Increase in deferred acquisition
          cost adjustment identified in
          the current period                           43,869,000        (15,354,000)        28,515,000
                                                     ------------       ------------       ------------
        Subtotal                                      (49,744,000)        17,411,000        (32,333,000)
                                                     ------------       ------------       ------------

        Reclassification adjustment for:
          Net realized losses included
          in net income                                 9,656,000         (3,380,000)         6,276,000

          Related change in deferred
          acquisition costs                            (7,769,000)         2,719,000         (5,050,000)
                                                     ------------       ------------       ------------
          Total reclassification
          adjustment                                    1,887,000           (661,000)         1,226,000
                                                     ------------       ------------       ------------
        Total other comprehensive loss               $(47,857,000)      $ 16,750,000       $(31,107,000)
                                                     ============       ============       ============
      Three months ended December 31, 1998:

        Net unrealized losses on debt
        and equity securities available
        for sale identified in the
        current period                               $(17,664,000)      $  6,182,000       $(11,482,000)

        Increase in deferred acquisition
          cost adjustment identified in
          the current period                           11,367,000         (3,979,000)         7,388,000
                                                     ------------       ------------       ------------
        Subtotal                                       (6,297,000)         2,203,000         (4,094,000)
                                                     ------------       ------------       ------------
        Reclassification adjustment for:
          Net realized losses included
          in net income                                (3,752,000)         1,314,000         (2,438,000)

          Related change in deferred
          acquisition costs                             2,733,000           (957,000)         1,776,000
                                                     ------------       ------------       ------------
          Total reclassification
          adjustment                                   (1,019,000)           357,000           (662,000)
                                                     ------------       ------------       ------------
        Total other comprehensive loss               $ (7,316,000)      $  2,560,000       $ (4,756,000)
                                                     ============       ============       ============
</TABLE>


                                       33
<PAGE>   70
                     FIRST SUNAMERICA LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (Continued)

12.   COMPREHENSIVE INCOME (Continued)

<TABLE>
<CAPTION>
                                                                       Tax Benefit
                                                     Before Tax          (Expense)         Net of Tax
                                                    ------------       ------------       ------------
<S>                                                 <C>                <C>                <C>
      Fiscal Year ended September 30, 1998:

        Net unrealized gains on debt
        and equity securities available
        for sale identified in the
        current period                              $ 17,664,000       $ (6,182,000)      $ 11,482,000

        Increase in deferred acquisition
          cost adjustment identified in
          the current period                         (11,732,000)         4,106,000         (7,626,000)
                                                    ------------       ------------       ------------
        Subtotal                                       5,932,000         (2,076,000)         3,856,000
                                                    ------------       ------------       ------------
        Reclassification adjustment for:
          Net realized gains included
          in net income                              (16,646,000)         5,826,000        (10,820,000)

          Related change in deferred
            acquisition costs                         12,932,000         (4,526,000)         8,406,000
                                                    ------------       ------------       ------------
          Total reclassification
          adjustment                                  (3,714,000)         1,300,000         (2,414,000)
                                                    ------------       ------------       ------------
        Total other comprehensive income            $  2,218,000       $   (776,000)      $  1,442,000
                                                    ============       ============       ============
      Fiscal Year ended September 30, 1997:

        Net unrealized gains on debt
        and equity securities available
        for sale identified in the
        current period                              $ 45,904,000       $(16,066,000)      $ 29,838,000

        Increase in deferred acquisition
          cost adjustment identified in
          the current period                         (32,720,000)        11,452,000        (21,268,000)
                                                    ------------       ------------       ------------
        Subtotal                                      13,184,000         (4,614,000)         8,570,000
                                                    ------------       ------------       ------------
        Reclassification adjustment for:
          Net realized gains included
          in net income                               (5,366,000)         1,878,000         (3,488,000)

          Related change in deferred
          acquisition costs                            1,420,000           (497,000)           923,000
                                                    ------------       ------------       ------------
          Total reclassification
          adjustment                                  (3,946,000)         1,381,000         (2,565,000)
                                                    ------------       ------------       ------------
        Total other comprehensive income            $  9,238,000       $ (3,233,000)      $  6,005,000
                                                    ============       ============       ============
</TABLE>


                                       34
<PAGE>   71
                     FIRST SUNAMERICA LIFE INSURANCE COMPANY

                    NOTES TO FINANCIAL STATEMENTS (Continued)

13.   RELATED-PARTY MATTERS

      The Company pays commissions to six affiliated companies, SunAmerica
      Securities, Inc., Advantage Capital Corp., Financial Services Corp.,
      Sentra Securities Corp., Spelman & Co. Inc. and Royal Alliance Associates,
      Inc. Commissions paid to these broker-dealers totaled $1,976,000 in the
      year ended December 31, 1999, $615,000 in the three months ended December
      31, 1998, $3,855,000 in the year ended 1998 and $4,486,000 in the year
      ended 1997. These broker-dealers represent a significant portion of the
      Company's business, amounting to 37.5%, 27.8%, 33.0% and 38.9% of premiums
      in the year ended December 31, 1999, three months ended December 31, 1998,
      and the years ended September 30, 1998 and 1997, respectively. One
      unaffiliated broker-dealer was responsible for 25% of total premiums in
      the year ended December 31, 1999 and no other single unaffiliated
      broker-dealer was responsible for more than 8% of total premiums in the
      year ended December 31, 1999.

      The Company purchases administrative, investment management, accounting,
      marketing and data processing services from SunAmerica Financial, whose
      purpose is to provide services to the Company and its affiliates. Amounts
      paid for such services totaled $7,959,000 for the year ended December 31,
      1999, $1,631,000 for the three months ended December 31, 1998, $3,877,000
      for the year ended September 30, 1998 and $2,454,000 for the year ended
      September 30, 1997. The marketing components of such costs during these
      periods amounted to $2,907,000, $630,000, $1,877,000 and $1,223,000,
      respectively, and are deferred and amortized as part of Deferred
      Acquisition Costs. The other components of these costs are included in
      General and Administrative Expenses in the income statement.

      During the year ended September 30, 1997, the Company sold one bond with a
      book value of $2,072,000 to SunAmerica. The Company recorded a net gain of
      $83,000 on the transaction.


                                       35
<PAGE>   72
                         FS VARIABLE ANNUITY ACCOUNT TWO

                                       OF

                     FIRST SUNAMERICA LIFE INSURANCE COMPANY

                              FINANCIAL STATEMENTS

                                 AUGUST 31, 2000



                                       36

<PAGE>   73


                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors of First SunAmerica Life Insurance Company
and the Contractholders of its separate account, FS Variable Annuity Account Two


In our opinion, the accompanying statement of net assets, including the schedule
of portfolio investments, and the related statements of operations and of
changes in net assets present fairly, in all material respects, the financial
position of each of the Variable Accounts constituting FS Variable Annuity
Account Two, a separate account of First SunAmerica Life Insurance Company (the
"Separate Account") at August 31, 2000, the results of their operations for the
year then ended, and the changes in their net assets for each of the two years
in the period then ended, in conformity with accounting principles generally
accepted in the United States of America. 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 of these statements in accordance with auditing standards
generally accepted in the United States of America, which 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, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of securities at August
31, 2000 by correspondence with the custodian, provide a reasonable basis for
our opinion.




October 9, 2000



                                       37

<PAGE>   74


                          VARIABLE ANNUITY ACCOUNT TWO
                                       OF
                     FIRST SUNAMERICA LIFE INSURANCE COMPANY

                             STATEMENT OF NET ASSETS
                                 August 31, 2000



<TABLE>
<CAPTION>
                                                        International        Capital     Growth and          Asset
                                                              Equity          Growth         Income     Allocation
                                                           Portfolio       Portfolio      Portfolio      Portfolio
                                                        ----------------------------------------------------------
<S>                                                      <C>             <C>            <C>            <C>
Assets:
    Investments in Mutual Fund Variable
       Annuity Trust at market value                     $ 2,343,637     $ 6,367,670    $10,464,920    $ 3,482,606
Liabilities                                                        0               0              0              0
                                                        ----------------------------------------------------------
Net Assets                                               $ 2,343,637     $ 6,367,670    $10,464,920    $ 3,482,606
                                                        ==========================================================
Accumulation units outstanding                               142,448         271,880        493,846        205,079
                                                        ==========================================================
Unit value of accumulation units                             $ 16.45         $ 23.46        $ 21.19        $ 16.99
                                                        ==========================================================




<CAPTION>
                                                               U.S.
                                                         Government          Money
                                                             Income         Market
                                                          Portfolio      Portfolio           TOTAL
                                                        -------------------------------------------
<S>                                                     <C>              <C>           <C>
Assets:
    Investments in Mutual Fund Variable
       Annuity Trust at market value                    $ 1,844,347      $ 846,110     $25,349,290
Liabilities                                                       0              0               0
                                                        -------------------------------------------
Net Assets                                              $ 1,844,347      $ 846,110     $25,349,290
                                                        ===========================================
Accumulation units outstanding                              141,218         70,173
                                                        ===========================
Unit value of accumulation units                            $ 13.06        $ 12.06
                                                        ===========================
</TABLE>




                See accompanying notes to financial statements.



                                       38

<PAGE>   75


                          VARIABLE ANNUITY ACCOUNT TWO
                                       OF
                     FIRST SUNAMERICA LIFE INSURANCE COMPANY

                        SCHEDULE OF PORTFOLIO INVESTMENTS
                                 August 31, 2000



<TABLE>
<CAPTION>
                                                                     Market Value                 Market
Variable Accounts                                  Shares             Per Share                    Value                    Cost
--------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>              <C>                       <C>                     <C>
International Equity Portfolio                    176,153          $      13.30              $ 2,343,637             $ 1,993,312
Capital Growth Portfolio                          390,406                 16.31                6,367,670               5,475,029
Growth  and Income Portfolio                      752,448                 13.91               10,464,920              10,292,670
Asset Allocation Portfolio                        307,900                 11.31                3,482,606               3,443,006
U.S. Government Income Portfolio                  195,374                  9.44                1,844,347               1,887,152
Money Market Portfolio                            846,110                  1.00                  846,110                 846,110
                                           -------------------------------------------------------------------------------------
                                                                                            $ 25,349,290            $ 23,937,279
                                                                                        ========================================
</TABLE>




                See accompanying notes to financial statements.


                                       39

<PAGE>   76





                          VARIABLE ANNUITY ACCOUNT TWO
                                       OF
                     FIRST SUNAMERICA LIFE INSURANCE COMPANY

                             STATEMENT OF OPERATIONS
                               FOR THE YEAR ENDED
                                August 31, 2000

<TABLE>
<CAPTION>
                                                                                                                               U.S.
                                                          International        Capital     Growth and          Asset     Government
                                                                Equity          Growth         Income     Allocation         Income
                                                             Portfolio       Portfolio      Portfolio      Portfolio      Portfolio
                                                          -------------------------------------------------------------------------
<S>                                                           <C>            <C>             <C>           <C>            <C>
Investment income:
    Dividends and capital gains distribution                  $ 69,412       $ 405,820       $ 30,292      $ 128,066      $ 161,182
                                                          -------------------------------------------------------------------------

    Total investment income                                     69,412         405,820         30,292        128,066        161,182
                                                          -------------------------------------------------------------------------

Expenses:
    Mortality risk charge                                      (22,035)        (53,880)       (98,866)       (33,081)       (18,107
    Expense risk charge                                         (8,569)        (20,954)       (38,448)       (12,865)        (7,042
    Distribution expense charge                                 (3,672)         (8,980)       (16,478)        (5,514)        (3,018
                                                          -------------------------------------------------------------------------

    Total expenses                                             (34,276)        (83,814)      (153,792)       (51,460)       (28,167
                                                          -------------------------------------------------------------------------

Net investment income (loss)                                    35,136         322,006       (123,500)        76,606        133,015
                                                          -------------------------------------------------------------------------

Net realized gains (losses) from securities transactions:
    Proceeds from shares sold                                  629,073       1,605,700      3,429,409        988,778        971,997
    Cost of shares sold                                       (516,385)     (1,571,883)    (3,643,214)    (1,030,229)    (1,009,616
                                                          -------------------------------------------------------------------------

Net realized gains (losses) from securities transactions       112,688          33,817       (213,805)       (41,451)       (37,619
                                                          -------------------------------------------------------------------------

Net unrealized appreciation (depreciation) of investments:
    Beginning of period                                        137,133        (144,737)    (1,056,450)      (189,270)       (64,602
    End of period                                              350,325         892,641        172,250         39,600        (42,805
                                                          -------------------------------------------------------------------------

Change in net unrealized appreciation/depreciation
    of investments                                             213,192       1,037,378      1,228,700        228,870         21,797
                                                          -------------------------------------------------------------------------

Increase (decrease) in net assets from operations            $ 361,016      $1,393,201      $ 891,395      $ 264,025      $ 117,193
                                                          =========================================================================



<CAPTION>


                                                                  Money
                                                                 Market
                                                              Portfolio           TOTAL
                                                          ------------------------------
<S>                                                       <C>               <C>
Investment income:
    Dividends and capital gains distribution                   $ 51,371       $ 846,143
                                                          ------------------------------

    Total investment income                                      51,371         846,143
                                                          ------------------------------

Expenses:
    Mortality risk charge                                        (8,576)       (234,545)
    Expense risk charge                                          (3,335)        (91,213)
    Distribution expense charge                                  (1,429)        (39,091)
                                                          ------------------------------

    Total expenses                                              (13,340)       (364,849)
                                                          ------------------------------

Net investment income (loss)                                     38,031         481,294
                                                          ------------------------------

Net realized gains (losses) from securities transactions:
    Proceeds from shares sold                                   551,313       8,176,270
    Cost of shares sold                                        (551,313)     (8,322,640)
                                                          ------------------------------

Net realized gains (losses) from securities transactions              0        (146,370)
                                                          ------------------------------

Net unrealized appreciation (depreciation) of investments:
    Beginning of period                                               0      (1,317,926)
    End of period                                                     0       1,412,011
                                                          ------------------------------

Change in net unrealized appreciation/depreciation
    of investments                                                    0       2,729,937
                                                          ------------------------------

Increase (decrease) in net assets from operations              $ 38,031     $ 3,064,861
                                                          ==============================
</TABLE>

                See accompanying notes to financial statements.

                                       40


<PAGE>   77


                          VARIABLE ANNUITY ACCOUNT TWO
                                       OF
                     FIRST SUNAMERICA LIFE INSURANCE COMPANY

                       STATEMENT OF CHANGES IN NET ASSETS
                               FOR THE YEAR ENDED
                                August 31, 2000

<TABLE>
<CAPTION>

                                                                      International      Capital    Growth and          Asset
                                                                             Equity       Growth        Income     Allocation
                                                                          Portfolio    Portfolio     Portfolio      Portfolio
                                                                       -------------------------------------------------------
<S>                                                                       <C>          <C>          <C>              <C>
INCREASE (DECREASE) IN NET ASSETS:
From operations:
     Net investment income (loss)                                         $ 35,136     $ 322,006    $ (123,500)      $ 76,606
     Net realized gains (losses) from securities transactions              112,688        33,817      (213,805)       (41,451)
     Change in net unrealized appreciation/depreciation of investments     213,192     1,037,378     1,228,700        228,870
                                                                       -------------------------------------------------------
        Increase (decrease) in net assets from operations                  361,016     1,393,201       891,395        264,025
                                                                       -------------------------------------------------------

From capital transactions:
     Net proceeds from units sold                                           53,324       185,862       288,687        115,506
     Cost of units redeemed                                               (530,456)   (1,471,733)   (3,068,740)      (611,815)
     Net transfers                                                         353,263       396,520       159,891       (161,731)
                                                                       -------------------------------------------------------

        Increase (decrease) in net assets from capital transactions       (123,869)     (889,351)   (2,620,162)      (658,040)
                                                                       -------------------------------------------------------


Increase (decrease) in net assets                                          237,147       503,850    (1,728,767)      (394,015)
Net assets at beginning of period                                        2,106,490     5,863,820    12,193,687      3,876,621
                                                                       -------------------------------------------------------

Net assets at end of period                                             $2,343,637   $ 6,367,670  $ 10,464,920 $  $ 3,482,606
                                                                       =======================================================

ANALYSIS OF INCREASE (DECREASE) IN UNITS OUTSTANDING:
Units sold                                                                   3,011         9,237        14,632          7,132
Units redeemed                                                             (32,189)      (72,654)     (154,810)       (38,204)
Units transferred                                                           19,331        19,487         7,747         (9,900)
                                                                       -------------------------------------------------------

Increase (decrease) in units outstanding                                    (9,847)      (43,930)     (132,431)       (40,972)
Beginning units                                                            152,295       315,810       626,277        246,051
                                                                       -------------------------------------------------------

Ending units                                                               142,448       271,880       493,846        205,079
                                                                       =======================================================


<CAPTION>
                                                                           U.S.
                                                                      Government         Money
                                                                          Income        Market
                                                                       Portfolio      Portfolio          TOTAL
                                                                      -----------------------------------------
<S>                                                                    <C>             <C>           <C>
INCREASE (DECREASE) IN NET ASSETS:
From operations:
     Net investment income (loss)                                      $ 133,015       $ 38,031      $ 481,294
     Net realized gains (losses) from securities transactions            (37,619)             0       (146,370)
     Change in net unrealized appreciation/depreciation of investments    21,797              0      2,729,937
                                                                      -----------------------------------------
        Increase (decrease) in net assets from operations                117,193         38,031      3,064,861
                                                                      -----------------------------------------

From capital transactions:
     Net proceeds from units sold                                         16,703             86        660,168
     Cost of units redeemed                                             (526,108)      (158,634)    (6,367,486)
     Net transfers                                                      (290,080)        (4,296)       453,567
                                                                      -----------------------------------------

        Increase (decrease) in net assets from capital transactions     (799,485)      (162,844)    (5,253,751)
                                                                      -----------------------------------------


Increase (decrease) in net assets                                       (682,292)      (124,813)    (2,188,890)
Net assets at beginning of period                                      2,526,639        970,923     27,538,180
                                                                      -----------------------------------------

Net assets at end of period                                           $1,844,347      $ 846,110   $ 25,349,290
                                                                      =========================================

ANALYSIS OF INCREASE (DECREASE) IN UNITS OUTSTANDING:
Units sold                                                                 1,349              -
Units redeemed                                                           (42,234)       (13,374)
Units transferred                                                        (23,566)          (276)
                                                                      ---------------------------

Increase (decrease) in units outstanding                                 (64,451)       (13,650)
Beginning units                                                          205,669         83,823
                                                                      ---------------------------

Ending units                                                             141,218         70,173
                                                                      ===========================
</TABLE>


                See accompanying notes to financial statements.

                                       41




<PAGE>   78

                          VARIABLE ANNUITY ACCOUNT TWO
                                       OF

                     FIRST SUNAMERICA LIFE INSURANCE COMPANY

                       STATEMENT OF CHANGES IN NET ASSETS
                               FOR THE YEAR ENDED
                                August 31, 1999

<TABLE>
<CAPTION>

                                                                     International         Capital      Growth and         Asset
                                                                            Equity          Growth          Income    Allocation
                                                                         Portfolio       Portfolio       Portfolio     Portfolio
                                                                        --------------------------------------------------------
<S>                                                                        <C>            <C>             <C>            <C>
INCREASE (DECREASE) IN NET ASSETS:
From operations:
  Net investment income                                                   $ 75,881       $ 511,843     $ 1,732,119     $ 313,998
  Net realized gains (losses) from securities transactions                 (11,512)       (203,950)       (107,233)      (14,812
  Change in net unrealized appreciation/depreciation of investments        322,490       1,052,919         250,917        (2,067
                                                                        --------------------------------------------------------


     Increase (decrease) in net assets from operations                     386,859       1,360,812       1,875,803       297,119
                                                                        --------------------------------------------------------

From capital transactions:
  Net proceeds from units sold                                             164,641         639,563       1,441,813       583,516
  Cost of units redeemed                                                  (162,683)       (947,833)     (1,333,694)     (446,429
  Net transfers                                                             38,328          60,428         453,092       566,901
                                                                        --------------------------------------------------------

     Increase (decrease) in net assets from capital transactions            40,286        (247,842)        561,211       703,988
                                                                        --------------------------------------------------------

Increase (decrease) in net assets                                          427,145       1,112,970       2,437,014     1,001,107
Net assets at beginning of period                                        1,679,345       4,750,850       9,756,673     2,875,514
                                                                        --------------------------------------------------------

 Net assets at end of period                                            $2,106,490     $ 5,863,820     $12,193,687   $ 3,876,621
                                                                        ========================================================

ANALYSIS OF INCREASE (DECREASE) IN UNITS
  OUTSTANDING:
Units sold                                                                  12,977          39,571          73,728        37,281
Units redeemed                                                             (13,045)        (55,480)        (67,250)      (27,579
Units transferred                                                            2,745           2,573          20,979        35,237
                                                                        --------------------------------------------------------

Increase (decrease) in units outstanding                                     2,677         (13,336)         27,457        44,939
Beginning units                                                            149,618         329,146         598,820       201,112
                                                                        --------------------------------------------------------

Ending units                                                               152,295         315,810         626,277       246,051
                                                                        ========================================================



<CAPTION>


                                                                             U.S.
                                                                      Government         Money
                                                                          Income        Market
                                                                       Portfolio     Portfolio            TOTAL
                                                                    ----------------------------------------------
<S>                                                                    <C>            <C>           <C>
INCREASE (DECREASE) IN NET ASSETS:
From operations:
  Net investment income                                                $ 109,112      $ 27,684      $ 2,770,637
  Net realized gains (losses) from securities transactions                17,429             0         (320,078)
  Change in net unrealized appreciation/depreciation of investments     (197,174)            0        1,427,085
                                                                    ----------------------------------------------


     Increase (decrease) in net assets from operations                   (70,633)       27,684        3,877,644
                                                                    ----------------------------------------------

From capital transactions:
  Net proceeds from units sold                                           397,460       430,709        3,657,702
  Cost of units redeemed                                                (383,480)     (612,906)      (3,887,025)
  Net transfers                                                           (2,524)      641,369        1,757,594
                                                                    ----------------------------------------------

     Increase (decrease) in net assets from capital transactions          11,456       459,172        1,528,271
                                                                    ----------------------------------------------

Increase (decrease) in net assets                                        (59,177)      486,856        5,405,915
Net assets at beginning of period                                      2,585,816       484,067       22,132,265
                                                                    ----------------------------------------------

 Net assets at end of period                                          $2,526,639     $ 970,923     $ 27,538,180
                                                                    ==============================================

ANALYSIS OF INCREASE (DECREASE) IN UNITS
  OUTSTANDING:
Units sold                                                                31,221        38,164
Units redeemed                                                           (30,291)      (53,631)
Units transferred                                                           (371)       56,165
                                                                    -------------------------------

Increase (decrease) in units outstanding                                     559        40,698
Beginning units                                                          205,110        43,125
                                                                    -------------------------------

Ending units                                                             205,669        83,823
                                                                    ===============================

</TABLE>

                See accompanying notes to financial statements.

                                       42
<PAGE>   79


                        FS VARIABLE ANNUITY ACCOUNT TWO
                                       OF
                     FIRST SUNAMERICA LIFE INSURANCE COMPANY

                         NOTES TO FINANCIAL STATEMENTS




1.       ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING POLICIES

         FS Variable Annuity Account Two of First SunAmerica Life Insurance
         Company (the "Separate Account") is a segregated investment account of
         First SunAmerica Life Insurance Company (the "Company") that holds the
         assets related to the Company's Vista Variable Annuity. The Company is
         an indirect, wholly owned subsidiary of American International Group
         Inc. ("AIG"), an international insurance and financial services
         company. At December 31, 1998, the Company was a wholly owned indirect
         subsidiary of SunAmerica Inc., a Maryland corporation. On January 1,
         1999, SunAmerica Inc. merged with and into AIG in a tax-free
         reorganization that has been treated as a pooling of interests for
         accounting purposes. Thus, SunAmerica Inc. ceased to exist on that
         date. However, immediately prior to the effectiveness of the merger,
         substantially all of the net assets of SunAmerica Inc. were contributed
         to a newly formed subsidiary of AIG named SunAmerica Holdings, Inc., a
         Delaware corporation. SunAmerica Holdings, Inc. subsequently changed
         its name to SunAmerica Inc. The Separate Account is registered as a
         segregated unit investment trust pursuant to the provisions of the
         Investment Company Act of 1940, as amended.

         The Separate Account is composed of six variable investment portfolios
         (the "Variable Accounts"). Each of the Variable Accounts is invested
         solely in the shares of a designated portfolio of the Mutual Fund
         Variable Annuity Trust (the "Trust"). The Trust is a diversified,
         open-end investment company, which retains an investment adviser to
         assist in the investment activities of the Trust. The participant may
         elect to have payments allocated to any of five guaranteed-interest
         funds of the Company (the "General Account"), which are not a part of
         the Separate Account. The financial statements include balances
         allocated by the participant to the six Variable Accounts and do not
         include balances allocated to the General Account.

         The Variable Accounts became initially available for sale on December
         1, 1995. The inception dates for the six individual funds were as
         follows: December 6, 1995 for the Capital Growth and Growth and Income
         funds; December 22, 1995 for the International Equity, Asset
         Allocation, U.S. Government Income and Money Market funds.

         The investment objectives and policies of the six portfolios of the
         Trust are summarized below:

         The International Equity Portfolio seeks total return on assets from
         long-term growth of capital and from income. This portfolio invests
         primarily in a broad selection of marketable equity securities of
         established foreign companies and foreign subsidiaries of U.S.
         companies participating in foreign economies.


                                       43


<PAGE>   80


                        FS VARIABLE ANNUITY ACCOUNT TWO
                                       OF
                     FIRST SUNAMERICA LIFE INSURANCE COMPANY

                         NOTES TO FINANCIAL STATEMENTS




         ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING
         POLICIES (continued)

         The Capital Growth Portfolio seeks long-term capital growth. This
         portfolio invests in a diversified selection of common stocks of
         domestic and foreign issuers with small to medium capitalizations.

         The Growth and Income Portfolio seeks long-term capital appreciation
         and dividend income. This portfolio invests primarily in a broad
         selection of domestic and foreign common stocks, particularly stocks
         that are judged to be undervalued by the market.

         The Asset Allocation Portfolio seeks maximum total return through a
         combination of long-term growth of capital and current income. This
         portfolio invests in a diversified selection of equity and debt
         securities, including common stocks, convertible securities and
         government and corporate fixed-income obligations, whose relative
         proportions may be altered from time to time, depending on the judgment
         of the adviser.

         The U.S. Government Income Portfolio seeks monthly dividends and
         protection of the value of an investor's investment. This portfolio
         invests at least 65% of its assets in debt obligations that are backed
         by the U.S. government.

         The Money Market Portfolio seeks maximum current income consistent with
         preservation of capital and maintenance of liquidity through
         investments in U.S. dollar denominated commercial paper, obligations of
         foreign governments, obligations issued or guaranteed by U.S. banks,
         and securities issued by the U.S. government, its agencies or its
         instrumentalities, and repurchase agreements.

         Purchases and sales of shares of the portfolios of the Trust are valued
         at the net asset values of the shares on the date the shares are
         purchased or sold. Dividends and capital gains distributions are
         recorded when received. Realized gains and losses on the sale of
         investments in the Trust are recognized at the date of sale and are
         determined on an average cost basis.

         Accumulation unit values are computed daily based on the total net
         assets of the Variable Accounts.

                                       44



<PAGE>   81


                        FS VARIABLE ANNUITY ACCOUNT TWO
                                       OF
                     FIRST SUNAMERICA LIFE INSURANCE COMPANY

                         NOTES TO FINANCIAL STATEMENTS




2.       CHARGES AND DEDUCTIONS

         Charges and deductions are applied against the current value of the
         Separate Account and are paid as follows:

         Withdrawal Charge: The contract value may be withdrawn at any time
         during the accumulation period. Purchase payments that are no longer
         subject to the withdrawal charge and not previously withdrawn and
         earnings in the contract may be withdrawn free of withdrawal charges at
         any time. In addition, there is a free withdrawal amount for the first
         withdrawal during a contract year after the first contract year. The
         free withdrawal amount is the greater of earnings in the contract or
         10% of the purchase payments made more than one year prior to the date
         of withdrawal that remain subject to the withdrawal charge and that
         have not previously been withdrawn. Should a withdrawal exceed the free
         withdrawal amount, a withdrawal charge, in certain circumstances, is
         imposed and paid to the Company.

         Withdrawal charges vary in amount depending upon the number of years
         since the purchase payment being withdrawn was made. The withdrawal
         charge is deducted from the remaining contract value so that the actual
         reduction in contract value as a result of the withdrawal will be
         greater than the withdrawal amount requested and paid. For purposes of
         determining the withdrawal charge, withdrawals will be allocated first
         to investment income, if any (which may generally be withdrawn free of
         a withdrawal charge), and then to purchase payments on a first-in,
         first-out basis so that all withdrawals are allocated to purchase
         payments to which the lowest (if any) withdrawal charge applies.

         Any amount withdrawn which exceeds a free withdrawal may be subject to
         a withdrawal charge in accordance with the withdrawal charge table
         shown below:

                  Years since Purchase                   Applicable Withdrawal
                       Payment                             Charge Percentage

                  First                                            6%
                  Second                                           6%
                  Third                                            5%
                  Fourth                                           4%
                  Fifth                                            3%
                  Sixth                                            2%
                  Seventh                                          1%
                  Eighth and beyond                                0%



                                       45

<PAGE>   82


                        FS VARIABLE ANNUITY ACCOUNT TWO
                                       OF
                     FIRST SUNAMERICA LIFE INSURANCE COMPANY

                         NOTES TO FINANCIAL STATEMENTS





         CHARGES AND DEDUCTIONS (continued)

         Contract Administration Charge: An annual contract administration
         charge of $30 is charged against each contract, which reimburses the
         Company for expenses incurred in establishing and maintaining records
         relating to a contract. The contract administration charge will be
         assessed on each anniversary of the issue date of the contract prior to
         the date when annuity payments begin. In the event that a total
         surrender of contract value is made, the charge will be assessed as of
         the date of surrender without proration.

         Transfer   Fee:   A   transfer   fee  of  $25   ($10   in
         Pennsylvania  and Texas) is assessed on each  transfer of
         funds  in  excess  of  fifteen   transactions   within  a
         contract year.

         Mortality and Expense Risk Charge: The Company deducts mortality and
         expense risk charges, which total to an annual rate of 1.25% of the net
         asset value of each portfolio, computed on a daily basis. The mortality
         risk charge (0.90%) is compensation for the mortality risks assumed by
         the Company from its contractual obligations to make annuity payments
         after the contract has annuitized for the life of the annuitant, to
         waive the withdrawal charge in the event of the death of the
         participant and to provide a death benefit if the participant dies
         prior to the date annuity payments begin. The expense risk charge
         (0.35%) is compensation for the risk assumed by the Company that the
         cost of administering the contracts will exceed the amount received
         from the contract administration charge.

         Distribution Expense Charge: The Company deducts a distribution expense
         charge at an annual rate of 0.15% of the net asset value of each
         portfolio, computed on a daily basis. The distribution expense charge
         is designed to compensate the Company for assuming the risk that the
         cost of distributing the contracts will exceed the revenues from the
         withdrawal charge.

         Separate Account Income Taxes: The Company currently does not maintain
         a provision for taxes, but has reserved the right to establish such a
         provision for taxes in the future if it determines, in its sole
         discretion, that it will incur a tax as a result of the operation of
         the Separate Account.

                                       46



<PAGE>   83


                        FS VARIABLE ANNUITY ACCOUNT TWO
                                       OF
                     FIRST SUNAMERICA LIFE INSURANCE COMPANY

                         NOTES TO FINANCIAL STATEMENTS




3.       INVESTMENT IN MUTUAL FUND VARIABLE ANNUITY TRUST

         The aggregate cost of the Trust's shares acquired and the aggregate
         proceeds from shares sold during the year ended August 31, 2000 consist
         of the following:

<TABLE>
<CAPTION>
                                                                    Cost of Shares             Proceeds from
         Variable Account                                                 Acquired               Shares Sold
         --------------------------------------------           -------------------       -------------------
<S>                                                                     <C>                        <C>
         International Equity Portfolio                                 $  540,341                 $ 629,073

         Capital Growth Portfolio                                        1,038,354                 1,605,700

         Growth & Income Portfolio                                         685,746                 3,429,409

         Asset Allocation Portfolio                                        407,344                   988,778

         U.S. Government Income Portfolio                                  305,529                   971,997

         Money Market Portfolio                                            426,500                   551,313
</TABLE>



4.       FEDERAL INCOME TAXES

         The Company qualifies for federal income tax treatment granted to life
         insurance companies under subchapter L of the Internal Revenue Service
         Code (the "Code"). The operations of the Separate Account are part of
         the total operations of the Company and are not taxed separately. The
         Separate Account is not treated as a regulated investment company under
         the Code.


                                       47


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