<PAGE>
As Filed With The Securities And Exchange Commission On November 13, 1996
REGISTRATION NO. 33-94212
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ( )
Pre-Effective Amendment No. 2 (X)
Post-Effective Amendment No. ( )
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 ( )
Amendment No. 2 (X)
FIRST PROVIDIAN LIFE AND HEALTH INSURANCE COMPANY
SEPARATE ACCOUNT C
(Exact Name of Registrant)
First Providian Life and Health Insurance Company
(Formerly National Home Life Assurance Company of New York)
(Name of Depositor)
520 Columbia Drive
Johnson City, New York 13790
(Address of Depositor's Principal Executive Office)
Depositor's Telephone Number: (607) 772-8750
Kimberly A. Scouller
First Providian Life and Health Insurance Company
400 West Market Street
P.O. Box 32830
Louisville, Kentucky 40232
(Name and Address of Agent for Service)
Copies to:
Michael Berenson, Esquire
Margaret E. Hankard, Esquire
Jorden Burt Berenson & Johnson LLP
1025 Thomas Jefferson Street, N.W.
Suite 400 East
Washington, D.C. 20007-0805
Approximate Date of Proposed Public Offering: As soon as practicable after
the effective date of this Registration Statement.
It is proposed that this filing will become effective
(check appropriate box):
Immediately upon filing pursuant to paragraph (b)
of Rule 485.
On _____________, pursuant to paragraph
(b)(1)(v) of Rule 485.
60 days after filing pursuant to
paragraph (a)(1) of Rule 485.
On _____________, pursuant to
paragraph (a)(1) of Rule 485.
75 days after filing pursuant to
paragraph (a)(2) of Rule 485.
On _____________, 1995 pursuant to
paragraph (a)(2) of Rule 485.
Pursuant to Rule 24f-2 of the Investment Company Act of 1940, the Registrant has
elected to register an indefinite amount of securities being offered pursuant to
this Registration Statement.
The Registrant hereby amends this Registration Statement on such date as may be
necessary to delay its effective date until the Registrant shall file a further
amendment which specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until the Registration Statement shall become effective on such
date as the Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>
PURSUANT TO RULE 481
SHOWING LOCATION IN PART A (PROSPECTUS) AND PART B
(STATEMENT OF ADDITIONAL INFORMATION) OF REGISTRATION
STATEMENT OF INFORMATION REQUIRED BY FORM N-4
PART A
<TABLE>
<CAPTION>
ITEM OF
- -------
FORM N-4 PROSPECTUS CAPTION
- -------- ------------------
<S> <C>
1. Cover Page.................... Cover Page
2. Definitions................... GLOSSARY
3. Synopsis...................... HIGHLIGHTS; FEE TABLE
4. Condensed Financial
Information................... Not Applicable
5. General Description of
Registrant, Depositor, and
Portfolio Companies........... First Providian Life and Health Insurance
Company; First Providian Life and Health
Insurance Company Separate Account C;
Acacia Capital Corporation; Calvert
Group, Ltd.; The Dreyfus Responsibly
Invested Growth Fund, Inc.; The
Portfolios; Voting Rights
6. Deductions.................... Charges and Deductions; FEDERAL
TAX CONSIDERATIONS; FEE TABLE
7. General Description of
Variable Annuity Contracts.... CONTRACT FEATURES; Distribution at Death
Rules; Voting Rights; Allocation of
Purchase Payments; Exchanges Among the
Portfolios; Additions, Deletions, or
Substitutions of Investments
8. Annuity Period................ Annuity Payment Options
9. Death Benefit................. Death of Annuitant Prior to Annuity Date
10. Purchases and Contract Value.. Contract Application and Purchase
Payments; Accumulated Value
11. Redemptions................... Full and Partial Withdrawals; Annuity
Payment Options; Right to Cancel Period
12. Taxes......................... FEDERAL TAX CONSIDERATIONS
13. Legal Proceedings............. Part B: Legal Proceedings
14. Table of Contents of the
Statement of Additional
Information................... Table of Contents of the Providian Prism
Annuity Statement of Additional
Information
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PART B
<S> <C>
ITEM OF STATEMENT OF ADDITIONAL
- ------- -----------------------
FORM N-4 INFORMATION CAPTION
- -------- -------------------
15. Cover Page.................. Cover Page
16. Table of Contents........... Table of Contents
17. General Information and
History..................... THE COMPANY
18. Services.................... Part A: Auditors; PART B: SAFEKEEPING OF
ACCOUNT ASSETS; Distribution of the Contracts
19. Purchase of Securities
Being Offered............... DISTRIBUTION OF THE CONTRACTS; Exchanges
20. Underwriters................ DISTRIBUTION OF THE CONTRACTS
21. Calculation of Performance
Data........................ PERFORMANCE INFORMATION
22. Annuity Payments............ Computations of Annuity Income Payments
23. Financial Statements........ FINANCIAL STATEMENTS
</TABLE>
<PAGE>
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements.
Part A. None
Part B. As of the date of the Prospectus and Statement of Additional
Information, First Providian Life and Health Insurance
Company Separate Account C had no assets and therefore, no
financial statements are presented with respect to the
Separate Account.
To be filed by amendment.
Part C. None
(b) Exhibits.
(1) Resolution of the Board of Directors of First Providian Life
and Health Insurance Company ("First Providian") authorizing
establishment of the Separate Account./2/
(2) Not Applicable.
(3) Distribution Agreement.
(a) Form of Selling Agreement./2/
(4) (a) Form of variable annuity contract./2/
(5) (a) Form of Application./2/
(6) (a) Amended and Restated Charter of First Providian/2/
(b) By-Laws of First Providian as amended February 28,
1995./2/
(7) Not Applicable.
(8) (a) Form of Participation Agreement for the Funds./2/
(9) (a) Opinion and Consent of Counsel./1/
(b) Consent of Counsel./1/
(10) Consent of Independent Auditors./1/
(11) No Financial Statements are omitted from Item 23.
(12) Not Applicable.
(13) Not Applicable.
(14) Not Applicable.
- -------------------------------------
/1/Filed herewith.
/2/Incorporated by reference from Pre-Effective Amendment No. 1 to the
Registration Statement of First Providian Life and Health Insurance Company,
File No. 33-94212.
<PAGE>
Item 25. Directors and Officers of the Depositor
Principal business address is 520 Columbia Drive, Johnson City, New York
13790.
Chairman of the Board & President David J. Miller
Senior Vice President/Human Resources
and Corporate Communications John H. Rogers
Senior Vice President David B. Smith
Senior Vice President Martin Renninger
Vice President & Qualified Actuary Brian Alford
Vice President Edward A. Biemer
Vice President Thomas P. Bowie
Vice President, Treasurer &
Senior Financial Officer Dennis E. Brady
Vice President Gregory J. Garvin
Vice President Carolyn M. Kerstein
Vice President/Underwriting William J. Kline
Vice President Jeffrey P. Lammers
Vice President & Secretary Susan E. Martin
Vice President Kevin P. McGlynn
Vice President Douglas E. Menges
Vice President Thomas B. Nesspor
Vice President G. Eric O'Brien
Vice President Daniel H. Odum
Vice President and Actuary John C. Prestwood, Jr.
Vice President Nancy B. Schuckert
Vice President Joseph D. Strenk
Vice President William C. Tomilin
Assistant Vice President Geralyn Barbato
Assistant Vice President &
Qualified Actuary Michael A. Cioffi
Assistant Vice President Mary Ellen Fahringer
Assistant Vice President Joan G. Chandler
Assistant Vice President &
Assistant Treasurer John A. Mazzuca
Assistant Vice President and
Consumer Services Officer Rosalie M. Smith
Assistant Controller Joseph C. Noone
Second Vice President Cindy L. Chanley
Second Vice President George E. Claiborne, Jr.
Second Vice President Michele Coan
Second Vice President Karen H. Fleming
Second Vice President Michael F. Lane
Second Vice President Michael K. Mingus
Second Vice President Robin Morgan
Second Vice President Frank J. Rosa
Second Vice President William W. Strickland
Second Vice President Janice L. Weaver
Second Vice President/Investments Terri L. Allen
Second Vice President/Investments Tom Bauer
Second Vice President/Investments Kirk W. Buese
Second Vice President/Investments Curt M. Burns
Second Vice President/Investments Joel L. Coleman
Second Vice President/Investments William S. Cook
Second Vice President/Investments Deborah A. Dias
Second Vice President/Investments Eric B. Goodman
Second Vice President/Investments James Grant
Second Vice President/Investments Theodore M. Haag
Second Vice President/Investments Frederick B. Howard
<PAGE>
Second Vice President/Investments Diane J. Hulls
Second Vice President/Investments William H. Jenkins
Second Vice President/Investments Frederick C. Kessell
Second Vice President/Investments Tim Kuussalo
Second Vice President/Investments Mark E. Lamb
Second Vice President/Investments Monika Machon
Second Vice President/Investments James D. MacKinnon
Second Vice President/Investments Jack McCabe
Second Vice President/Investments Jeffrey T. McGlaun
Second Vice President/Investments Wayne R. Nelis
Second Vice President/Investments James G. Nickerson
Second Vice President/Investments Douglas H. Owen, Jr.
Second Vice President/Investments Debra K. Pellman
Second Vice President/Investments Jon L. Skaggs
Second Vice President/Investments James A. Skufca
Second Vice President/Investments Robert A. Smedley
Second Vice President/Investments Bradley L. Stofferahn
Second Vice President/Investments Randall K. Waddell
Second Vice President and Assistant
Secretary Edward P. Reiter
Assistant Secretary L. Jude Clark
Assistant Secretary Colleen S. Lyons
Assistant Secretary Mary Ann Malinyak
Assistant Secretary John F. Reesor
Assistant Secretary Kimberly A. Scouller
Assistant Secretary R. Michael Slaven
Product Compliance Officer James T. Bradley
DIRECTORS:
Dennis E. Brady David J. Miller
I. Donald Britton Thomas B. Nesspor
Patricia A. Collins Brian H. Perry
Jack M. Dann Martin Renninger
Jeffrey H. Goldberger Rosalie M. Smith
Susan E. Martin Paul Yakulis
Kevin McGlynn John C. Prestwood, Jr.
Item 26. Persons controlled by or Under Common Control with the Depositor or
Registrant.
The Depositor, First Providian Life and Health Insurance Company ("First
Providian"), is directly and indirectly wholly owned by Providian Corporation.
The Registrant is a segregated asset account of First Providian.
The following chart indicates the persons controlled by or under common
control with First Providian:
<PAGE>
<TABLE>
<CAPTION>
Jurisdiction of
Name Incorporation Percent of Voting Securities Owned
- -------------------------------- --------------- ----------------------------------
<S> <C> <C> <C>
Providian Corporation Delaware 100% Publicly Owned
Providian Agency Group, Inc. Kentucky 100% Providian Corp.
Benefit Plans, Inc. Delaware 100% Providian Corp.
DurCo Agency, Inc. Virginia 100% Benefit Plans, Inc.
Providian Assignment Corporation Kentucky 100% Providian Corp.
Providian Financial Services, Inc. Pennsylvania 100% Providian Corp.
Providian Securities Corporation Pennsylvania 100% Providian Financial Srvs, Inc.
Wannalancit Corp. Massachusetts 100% Providian Corp.
Providian Investment Delaware 100% Providian Corp.
Advisors, Inc.
Providian Capital Management, Inc. Delaware 100% Providian Corp.
Providian Capital Mgmt. Delaware 100% Providian Capital Management, Inc.
Real Estate Services, Inc.
Capital Real Estate Development Corp. Delaware 100% Providian Corp.
KB Currency Advisors, Inc. Delaware 33 1/3% Capital Real Estate Dev. Corp.
33 1/3% Jonathan M. Berg
33 1/3% Andrew J. Krieger
Capital General Development Corp. Delaware 100% Providian Corp.
Commonwealth Life Insurance Co. Kentucky 100% Capital General Development Corp.
Agency Holding I, Inc. Delaware 100% Commonwealth Life Ins. Co.*
Agency Investments I, Inc. Delaware 100% Agency Holding I, Inc.
Commonwealth Agency, Inc. Kentucky 100% Commonwealth Life Insurance Co.
Peoples Security Life North Carolina 100% Capital General Development Corp.
Insurance Company
Ammest Realty Corporation Texas 100% Peoples Security Life Insurance Co.
Agency Holding II, Inc. Delaware 100% Peoples Security Life Insurance Co.
Agency Investments II, Inc. Delaware 100% Agency Holding II, Inc.
Agency Holding III, Inc. Delaware 100% Peoples Security Life Insurance Co.
Ramada Inn Coliseum Operating
Company Mississippi 100% Peoples Security Life Insurance Co.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Agency Investments III, Inc. Delaware 100% Agency Holding III, Inc.
Capital 200 Block Corporation Delaware 100% Providian Corp.
Capital Broadway Corporation Kentucky 100% Providian Corp.
Capital Security Life Ins. Co. North Carolina 100% Providian Corp.
Independence Automobile Florida 100% Capital Security Life Insurance Co.
Association, Inc.
Independence Automobile Club Georgia 100% Capital Security Life Insurance Co.
Southlife, Inc . Tennessee 100% Providian Corp.
Providian Bancorp, Inc. Delaware 100% Providian Corp.
First Deposit Service Corporation California 100% Providian Bancorp, Inc.
First Deposit Life Insurance Co. Arkansas 100% Providian Bancorp, Inc.
First Deposit National Bank United States 100% Providian Bancorp, Inc.
Winnisquam Community New Hampshire 96% First Deposit National Bank
Development Corp. 4% First New Hampshire Bank
Providian Credit Corporation Delaware 100% Providian Bancorp, Inc.
Providian National Bank United States 100% Providian Bancorp, Inc.
Providian National Bancorp California 100% Providian Bancorp, Inc.
Commonwealth Premium Finance California 100% Providian National Bancorp
Providian Credit Services, Inc. Utah 100% Providian Bancorp, Inc.
Providian Insurance Agency, Inc. Pennsylvania 100% Providian Corp.
National Home Life Corporation Pennsylvania 100% Providian Insurance Agency, Inc.
Compass Rose Development Corp. Pennsylvania 100% Providian Insurance Agency, Inc.
Association Consultants, Inc. Illinois 100% Providian Insurance Agency, Inc.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Valley Forge Associates, Inc. Pennsylvania 100% Providian Insurance Agency, Inc.
Veterans Benefits Plans, Inc. Pennsylvania 100% Providian Insurance Agency, Inc.
Veterans Insurance Services, Inc. Delaware 100% Providian Insurance Agency, Inc.
Financial Planning Services, Inc. Washington, DC 100% Providian Insurance Agency, Inc.
Providian Auto and Home Missouri 100% Providian Corp.
Insurance Company
Academy Insurance Group, Inc. Delaware 100% Providian Auto and Home
Insurance Co.
Academy Life Insurance Company Missouri 100% Academy Insurance Group, Inc.
Pension Life Insurance Company New Jersey 100% Academy Insurance Group, Inc.
of America
Academy Services, Inc. Delaware 100% Academy Insurance Group, Inc.
Ammest Development Corporation, Inc. Kansas 100% Academy Insurance Group, Inc.
Ammest Insurance Agency, Inc. California 100% Academy Insurance Group, Inc.
Ammest Massachusetts Ins. Massachusetts 100% Academy Insurance Group, Inc.
Agency, Inc.
Ammest Realty, Inc. Pennsylvania 100% Academy Insurance Group, Inc.
AMPAC, Inc. Texas 100% Academy Insurance Group, Inc.
AMPAC Insurance Agency, Inc. Pennsylvania 100% Academy Insurance Group, Inc.
Data/Mark Services, Inc. Delaware 100% Academy Insurance Group, Inc.
Force Financial Group, Inc. Delaware 100% Academy Insurance Group, Inc.
Force Financial Services, Inc. Massachusetts 100% Force Financial Group, Inc.
Military Associates Inc. Pennsylvania 100% Academy Insurance Group, Inc.
NCOA Motor Club, Inc. Georgia 100% Academy Insurance Group, Inc.
NCOAA Management Company Texas 100% Academy Insurance Group, Inc.
Unicom Administrative Services, Inc. Pennsylvania 100% Academy Insurance Group, Inc.
Unicom Administrative Services, Germany 100% Unicom Admin. Services, Inc.
GmbH
Providian Property and Casualty Kentucky 100% Providian Auto and Home
Insurance Company Insurance Co.
Providian Mauritius Ltd. Mauritius 100% Providian Corporation
Providian LLC. British West
Indies 100% Providian Corporation
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Providian Fire Insurance Company Kentucky 100% Providian Property and Casualty
Insurance Co.
Capital Liberty L.P. Delaware 5% Providian Corp. (General Partnership
(Limited Partnership) Interest)
76% Commonwealth Life Insurance
Company (Limited Partnership Interest)
19% Peoples Security Life Insurance Co.
(Limited Partnership Interest)
Providian Life and Health Missouri 4% Providian Corp.;
Insurance Company 61% Commonwealth Life Ins. Company;
15% Peoples Security Life Insurance. Co.;
20% Capital Liberty, L.P.
Veterans Life Insurance Company Illinois 100% Providian Life and Health Ins. Co.
Providian Services, Inc. Pennsylvania 100% Veterans Life Insurance Co.
First Providian Life and Health New York 100% Veterans Life Insurance Co.
Insurance Company
</TABLE>
Item 27. Number of Contract Owners
As of November 12, 1996, there were no Contract Owners.
Item 28. Indemnification.
Item 28 is incorporated by reference from Pre-Effective Amendment No.1 to
the Registration Statement of First Providian Life and Health Insurance Company,
File No. 33-94212.
<PAGE>
Item 29. Principal Underwriters
(a) Providian Securities Corporation, which serves as the principal
underwriter for the variable annuity contracts funded by Separate
Account C, also serves as the principal underwriter for variable
life insurance policies funded by Separate Account I, Separate
Account II and Separate Account V of Providian Life and Health
Insurance Company (formerly National Home Life Assurance Company).
(b) Directors and Officers
Positions and Officers
Name with Underwriter
---- ----------------
Jeffrey P. Lammers President, Assistant Secretary and Director
Harvey E. Willis Vice President and Secretary
Kimberly A. Scouller Vice President and Chief Compliance
Officer
John P. Fendig Vice President and Assistant Compliance
Officer
Mark Nerderman Vice President
Michael F. Lane Vice President
<PAGE>
Sarah J. Strange Vice President
Elaine J. Robinson Treasurer
Michael G. Ayers Controller
Frederick C. Kessell Director
Robert. L. Walker Director
Item 30. Location of Accounts and Records
The books, accounts and other documents required by Section 31(a) under
the Investment Company Act and the rules promulgated thereunder will be
maintained in the physical possession of First Providian Life and Health
Insurance Company at its administrative offices at 520 Columbia Drive, Johnson
City, New York 13790.
Item 31. Management Services
All management contracts are discussed in Part A or Part B.
Item 31. Undertakings
(a) The Registrant hereby undertakes to file a post-effective amendment to
this registration statement as frequently as is necessary to ensure that the
audited financial statements in the registration statement are never more than
16 months old for so long as payments under the variable annuity contracts may
be accepted;
(b) The Registrant hereby undertakes to include either (1) as part of any
application to purchase a contract offered by the prospectus, a space that an
applicant can check to request a Statement of Additional Information, or (2) a
postcard or similar written communication affixed to or included in the
prospectus that the applicant can remove to sent for a Statement of Additional
Information;
(c) The Registrant hereby undertakes to deliver any Statement of
Additional Information and any financial statements required to be made
available under this Form promptly upon written or oral request.
(d) First Providian Life and Health Insurance Company represents that the
fees and charges deducted under the contract described in this registration
statement, in the aggregate, are reasonable in relation to the services
rendered, the expenses expected to be incurred and the risks assumed by First
Providian Life and Health Insurance Company.
<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant and the Depositor, have caused this amended Registration
Statement to be signed on its behalf in the County of Jefferson Commonwealth of
Kentucky on the 12th day of November 1996.
FIRST PROVIDIAN LIFE AND HEALTH INSURANCE
COMPANY SEPARATE ACCOUNT C (REGISTRANT)
By: First Providian Life and Health Insurance Company
By: David J. Miller*
------------------------------------------------
David J. Miller
Chairman of the Board and President
FIRST PROVIDIAN LIFE AND HEALTH INSURANCE
COMPANY (DEPOSITOR)
By: David J. Miller*
------------------------------------------------
David J. Miller
Chairman of the Board and President
/s/ R. Michael Slaven
*By: ------------------------------------------------
R. Michael Slaven
Attorney-in-Fact
<PAGE>
As required by the Securities Act of 1933, this amended Registration Statement
has been duly signed by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
David J. Miller* Director, Chairman of the Board November 12, 1996
- --------------------------- and President
David J. Miller
Dennis E. Brady* Director, Vice President, November 12, 1996
- --------------------------- Treasurer and Senior Financial
Dennis E. Brady Officer
(Chief Accounting Officer)
Susan E. Martin* Director, Vice President and November 12, 1996
- --------------------------- Secretary
Susan E. Martin
I. Donald Britton* Director November 12, 1996
- ---------------------------
I. Donald Britton
Patricia A. Collins* Director November 12, 1996
- ---------------------------
Patricia A. Collins
Jack M. Dann* Director November 12, 1996
- ---------------------------
Jack M. Dann
Jeffrey H. Goldberger* Director November 12, 1996
- ---------------------------
Jeffrey H. Goldberger
Brian H. Perry* Director November 12, 1996
- ---------------------------
Brian H. Perry
Martin Renninger* Director and Senior Vice November 12, 1996
- --------------------------- President
Martin Renninger
Paul Yakulis* Director November 12, 1996
- ---------------------------
Paul Yakulis
Rosalie M. Smith* Director November 12, 1996
- ---------------------------
Rosalie M. Smith
Thomas B. Nesspor* Director and Vice President November 12, 1996
- ---------------------------
Thomas B. Nesspor
Kevin P. McGlynn* Director and Vice President November 12, 1996
- ---------------------------
Kevin P. McGlynn
John C. Prestwood Jr.* Director, Vice President November 12, 1996
- --------------------------- and Actuary
John C. Prestwood Jr.
</TABLE>
* By: /s/ R. Michael Slaven
----------------------------
R. Michael Slaven
Attorney-in-Fact
<PAGE>
SEPARATE ACCOUNT C
PROVIDIAN PRISM VARIABLE ANNUITY
INDEX TO EXHIBITS
EXHIBIT 9(a) OPINION AND CONSENT OF COUNSEL
EXHIBIT 9(b) CONSENT OF COUNSEL
EXHIBIT 10 CONSENT OF INDEPENDENT AUDITORS
<PAGE>
EXHIBIT 9(a)
[LOGO FOR PROVIDIAN]
Providian Corporation
400 West Market Street
Post Office Box 32830
Louisville, Kentucky 40232
502 560-2000
November 11, 1996
First Providian Life and Health Insurance Company
Administrative Offices
520 Columbia Drive
Johnson City, New York 13790
RE: First Providian Life and Health Insurance Company Separate Account C--
Opinion and Consent
To Whom It May Concern:
This opinion and consent is furnished in connection with the filing of
Pre-Effective Amendment No. 2 (the "Amendment") to the Registration Statement on
Form N-4, File No. 33-94212 (the "Registration Statement") under the Securities
Act of 1933, as amended (the "Act"), of First Providian Life and Health
Insurance Company Separate Account C ("Separate Account C"). Separate Account C
receives and invests premiums allocated to it under a flexible premium
multi-funded annuity contract (the "Annuity Contract"). The Annuity Contract is
offered in the manner described in the prospectus contained in the Registration
Statement (the "Prospectus").
In my capacity as legal adviser to First Providian Life and Health
Insurance Company, I hereby confirm the establishment of Separate Account C
pursuant to a resolution adopted by the Board of Directors of First Providian
Life and Health Insurance Company for a separate account for assets applicable
to the Annuity Contract, pursuant to the provisions of Section 46 of the New
York Insurance Statutes. In addition, I have made such examination of the law in
addition to consultation with outside counsel and have examined such corporate
records and such other documents as I consider appropriate as a basis for the
opinion hereinafter expressed. On the basis of such examination, it is my
professional opinion that:
1. First Providian Life and Health Insurance Company is a corporation duly
organized and validly existing under the laws of the State of New York.
2. Separate Account C is an account established and maintained by First
Providian Life and Health Insurance Company pursuant to the laws of the
State of New York, under which income, capital gains and capital losses
incurred on the assets of Separate Account C are credited to or charged
against the assets of Separate Account C, without regard to the income,
capital gains or capital losses arising out of any other business which
First Providian Life and Health Insurance Company may conduct.
<PAGE>
3. Assets allocated to Separate Account C will be owned by First Providian
Life and Health Insurance Company. The assets in Separate Account C
attribute to the Annuity Contract generally are not chargeable with
liabilities arising out of any other business which First Providian Life
and Health Insurance may conduct. The assets of Separate Account C are
available to cover the general liabilities of First Providian Life and
Health Insurance Company only to the extent that the assets of Separate
Account C exceed the liabilities arising under the Annuity Contracts.
4. The Annuity Contracts have been duly authorized by First Providian Life and
Health Insurance Company and, when sold in jurisdictions authorizing such
sales, in accordance with the Registration Statement, will constitute
validly issued and binding obligations of First Providian Life and Health
Insurance Company in accordance with their terms.
5. Owners of the Annuity Contracts as such, will not be subject to any
deductions, charges or assessments imposed by First Providian Life and
Health Insurance Company other than those provided in the Annuity Contract.
I hereby consent to the use of this opinion as an exhibit to the Amendment
and to the reference to my name and under the heading "Legal Matters" in the
Prospectus.
Very truly yours,
/s/ Kimberly A. Scouller
- ------------------------
Kimberly A. Scouller
Assistant General Counsel
<PAGE>
Exhibit 9(b)
November 12, 1996
First Providian Life and Health
Insurance Company
20 Moores Road
Frazer, Pennsylvania 19355
Ladies and Gentlemen:
We hereby consent to the reference to our name under the caption "Legal
Matters" in the Prospectus contained in Pre-Effective Amendment No. 2 to the
Registration Statement (File No. 33-94212) filed on the date hereof by First
Providian Life and Health Insurance Company and First Providian Life and Health
Insurance Company Separate Account C with the Securities and Exchange Commission
under the Securities Act of 1933.
Very truly yours,
JORDEN BURT BERENSON
& JOHNSON LLP
By: /s/ Michael Berenson
--------------------
<PAGE>
Exhibit No. (10)
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Auditors" and to the
use of our report dated April 23, 1996, with respect to the statutory-basis
financial statements of First Providian Life and Health Insurance Company in
Pre-Effective Amendment No. 2 to the Registration Statement (Form N-4 No.
33-94212) and related Prospectus of First Providian Life and Health Insurance
Company Separate Account C - Prism.
/s/Ernst & Young LLP
Louisville, Kentucky
November 13, 1996
