Registration No. 333-83197 ----------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 PRE-EFFECTIVE AMENDMENT NO. 1 TO FORM S-6 FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM N-8B-2 A. Cova Variable Life Account One (Exact Name of Trust) B. Cova Financial Services Life Insurance Company (Name of Depositor) C. One Tower Lane, Suite 3000 Oakbrook Terrace, Illinois 60181-4644 (Complete address of depositor's principal executive offices) D. Name and complete address of agent for service: Lorry J. Stensrud, President Cova Financial Services Life Insurance Company One Tower Lane, Suite 3000 Oakbrook Terrace, Illinois 60181-4644 (800) 523-1661 Copies to: Judith A. Hasenauer and Bernard J. Spaulding Blazzard, Grodd & Hasenauer, P.C. Senior Vice President, General P.O. Box 5108 Counsel and Secretary Westport, CT 06881 Cova Financial Services (203) 226-7866 Life Insurance Company One Tower Lane, Suite 3000 Oakbrook Terrace, IL 60181-4644 E. Flexible Premium Variable Life Insurance Policy (Title and amount of securities being registered) F. Proposed maximum aggregate offering price to the public of the securities being registered: Continuous offering G. Amount of Filing Fee: Not Applicable H. Approximate date of proposed public offering: As soon as practicable after the effective date of this filing. - ---------------------------------------------------------------------------- The Registrant hereby amends this Registration Statement on such date or dates 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. - ----------------------------------------------------------------------------- CROSS REFERENCE TO ITEMS REQUIRED BY FORM N-8B-2 N-8B-2 Item Caption in Prospectus - ------------ ------------------------------ 1 The Variable Insurance Policy 2 Other Information; The Company 3 Not Applicable 4 Other Information 5 The Separate Account 6(a) Not Applicable (b) Not Applicable 7 Not Applicable 8 Not Applicable 9 Legal Proceedings 10 Purchases 11 Investment Options 12 Investment Options 13 Expenses 14 Purchases 15 Purchases 16 Investment Options 17 Access to Your Money 18 Access to Your Money 19 Reports to Owners 20 Not Applicable 21 Access to Your Money 22 Not Applicable 23 Not Applicable 24 Ownership 25 The Company 26 Expenses 27 The Company 28 The Company 29 The Company 30 The Company 31 Not Applicable 32 Not Applicable 33 Not Applicable 34 Not Applicable 35 Cova; Other Information 36 Not Applicable 37 Not Applicable 38 Other Information 39 Other Information 40 Not Applicable 41 Not Applicable 42 Not Applicable 43 Not Applicable 44 Purchases 45 Other Information 46 Access to Your Money 47 Not Applicable 48 Not Applicable 49 Not Applicable 50 Not Applicable 51 Cova; Purchases 52 Investment Options 53 The Separate Account 54 Not Applicable 55 Not Applicable 56 Not Applicable 57 Not Applicable 58 Not Applicable 59 Financial Statements - ------------------------------------------------------------------------------- EXPLANATORY NOTE This Registration Statement contains 46 portfolios of the various underlying investment options. Two versions (Version A and Version B) of the Prospectus will be created from this Registration Statement. The only differences between the two versions are the underlying investment options and the Illustrations. One version will contain 41 portfolios (Version A) and the other version will contain 6 portfolios (Version B). The distribution system for each version of the Prospectus will be different. The Prospectus contained in this Registration Statement contains two sets of Illustrations - one for Version A of the Prospectus and the other for Version B. The Prospectuses will be filed with the Commission pursuant to Rule 497 under the Securities Act of 1933. The Registrant undertakes to update this Explanatory Note, as needed, each time a Post-Effective Amendment is filed. - -------------------------------------------------------------------------------- FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY ISSUED BY COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY COVA VARIABLE LIFE ACCOUNT ONE This prospectus describes the Flexible Premium Variable Life Insurance Policy that we are offering. We have designed the Policy for use in estate and retirement planning and other insurance needs of individuals. The Policy provides for maximum flexibility by allowing you to vary your premium payments and to change the level of death benefits payable. You, the policyowner, have a number of investment choices in the Policy. These investment choices include a General Account as well as the following 46 Investment Funds listed below which are offered through our Separate Account (you can invest in up to 15 of the Investment Funds and the General Account at any one time). When you purchase a Policy, you bear the complete investment risk. This means that the Cash Value of your Policy may increase and decrease depending upon the investment performance of the Investment Fund(s) you select. The duration of the Policy and, under some circumstances, the death benefit will increase and decrease depending upon investment performance. AIM Variable Insurance Funds, Inc. Advisor: A I M Advisors, Inc. AIM V.I. Capital Appreciation Fund AIM V.I. International Equity Fund AIM V.I. Value Fund Alliance Variable Products Series Fund, Inc. Advisor: Alliance Capital Management L.P. Premier Growth Fund Real Estate Investment Fund Cova Series Trust Advisor: J.P. Morgan Investment Management Inc. Select Equity Fund Small Cap Stock Fund International Equity Fund Quality Bond Fund Large Cap Stock Fund Advisor: Lord, Abbett & Co. Bond Debenture Fund Mid-Cap Value Fund Large Cap Research Fund Developing Growth Fund Lord Abbett Growth and Income Fund General American Capital Company Advisor: Conning Asset Management Company Money Market Fund Goldman Sachs Variable Insurance Trust Advisor: Goldman Sachs Asset Management Goldman Sachs Growth and Income Fund Advisor: Goldman Sachs Asset Management International Goldman Sachs International Equity Fund Goldman Sachs Global Income Fund Kemper Variable Series Advisor: Scudder Kemper Investments, Inc. Kemper Small Cap Value Fund Kemper Government Securities Fund Kemper Small Cap Growth Fund Liberty Variable Investment Trust Advisor: Newport Fund Management Inc. Newport Tiger, Variable Series MFS(R) Variable Insurance Trust(SM) Advisor: MFS Investment Management (R) MFS Emerging Growth Fund MFS Research Fund MFS Growth With Income Fund MFS High Income Fund MFS Global Governments Fund Oppenheimer Variable Account Funds Advisor: OppenheimerFunds, Inc. Oppenheimer High Income Fund/VA Oppenheimer Bond Fund/VA Oppenheimer Capital Appreciation Fund/VA Oppenheimer Main Street Growth & Income Fund/VA Oppenheimer Strategic Bond Fund/VA Putnam Variable Trust Advisor: Putnam Investment Management, Inc. Putnam VT Growth and Income Fund-Class IA Shares Putnam VT International Growth Fund-Class IA Shares Putnam VT International New Opportunities Fund-Class IA Shares Putnam VT New Value Fund- Class IA Shares Putnam VT Vista Fund-Class IA Shares Templeton Variable Products Series Fund Advisor: Templeton Asset Management Ltd. Templeton Developing Markets Fund- Class 1 Advisor: Templeton Investment Counsel, Inc. Templeton International Fund-Class 1 Advisor: Franklin Mutual Advisers LLC Mutual Shares Investments Fund- Class 1 Russell Insurance Funds Advisor: Frank Russell Investment Management Company Multi-Style Equity Fund Aggressive Equity Fund Non-U.S. Fund Real Estate Securities Fund Core Bond Fund Please read this prospectus before investing and keep it on file for future reference. It contains important information about the Flexible Premium Variable Life Insurance Policy. The Securities and Exchange Commission maintains a Web site (http://www.sec.gov) that contains information regarding registrants that file electronically with the Commission. The Policy: * is not a bank deposit. * is not federally insured. * is not endorsed by any bank or government agency. The Policy is subject to investment risk. You may be subject to loss of principal. The SEC has not approved the Policy or determined that this prospectus is accurate or complete. Any representation that it has is a criminal offense. DATE: TABLE OF CONTENTS SPECIAL TERMS.....................................................................................................2 SUMMARY .........................................................................................................5 The Variable Life Insurance Policy.......................................................................5 Purchases................................................................................................5 Investment Choices.......................................................................................6 Expenses ................................................................................................9 Death Benefit...........................................................................................11 Taxes ...............................................................................................11 Access to Your Money....................................................................................12 Other Information.......................................................................................12 Inquiries...............................................................................................13 PART I ........................................................................................................14 The Variable Life Insurance Policy......................................................................14 Purchases...............................................................................................14 Application For a Policy.......................................................................14 Premiums ......................................................................................14 Unscheduled Premiums...........................................................................15 Lapse and Grace Period.........................................................................15 Reinstatement..................................................................................16 Allocation of Premium..........................................................................16 Cash Value of your Policy......................................................................17 Method of Determining Cash Value of an Investment Fund.........................................17 Net Investment Factor..........................................................................18 Our Right to Reject or Return a Premium Payment................................................19 Investment Funds........................................................................................19 Substitution and Limitations on Further Investments............................................22 Transfers......................................................................................22 Dollar Cost Averaging..........................................................................23 Portfolio Rebalancing..........................................................................24 Approved Asset Allocation Programs............................................................. Expenses ...............................................................................................25 Tax Charges....................................................................................25 Sales Charge...................................................................................25 Selection and Issue Expense Charge.............................................................26 Monthly Policy Charge..........................................................................26 Monthly Cost of Insurance......................................................................26 Charges for Additional Benefit Riders..........................................................28 Mortality and Expense Risk Charge..............................................................28 Surrender Charge...............................................................................28 Transaction Charges............................................................................29 Investment Fund Expenses.......................................................................29 DEATH BENEFIT...........................................................................................33 Change of Death Benefit........................................................................35 Change in Face Amount..........................................................................35 TAXES ...............................................................................................36 Life Insurance in General......................................................................36 Taking Money out of Your Policy................................................................36 Diversification................................................................................37 ACCESS TO YOUR MONEY....................................................................................37 Policy Loans...................................................................................37 Loan Interest Charged..........................................................................38 Security ......................................................................................38 Repaying Policy Debt...........................................................................39 Partial Withdrawals............................................................................39 Pro-Rata Surrender.............................................................................40 Full Surrenders................................................................................41 OTHER INFORMATION.......................................................................................41 Cova ......................................................................................41 Distribution...................................................................................41 Year 2000......................................................................................42 The Separate Account...........................................................................42 Suspension of Payments or Transfers............................................................42 Ownership......................................................................................43 Adjustment of Charges..........................................................................44 PART II.................................................................................................44 Executive Officers and Directors........................................................................ Voting ...............................................................................................49 Disregard of Voting Instructions......................................................................50 Legal Opinions..........................................................................................50 Our Right to Contest....................................................................................50 Additional Benefits..................................................................................... Federal Tax Status......................................................................................51 Introduction...................................................................................51 Diversification................................................................................51 Tax Treatment of the Policy....................................................................53 Policy Proceeds................................................................................53 Tax Treatment of Loans And Surrenders..........................................................53 Multiple Policies..............................................................................55 Tax Treatment of Assignments...................................................................55 Qualified Plans................................................................................55 Reports to Owners.......................................................................................55 Legal Proceedings.......................................................................................55 Experts ...............................................................................................55 Financial Statements....................................................................................56 Appendix ...............................................................................................56 SPECIAL TERMS We have tried to make this prospectus as readable and understandable for you as possible. However, by the very nature of the Policy certain technical words or terms are unavoidable. We have identified some of these terms and provided you with a definition. Attained Age - The Issue Age of the Insured plus the number of completed Policy years. Beneficiary - The person(s) named in the application or by later designation to receive Policy proceeds in the event of the Insured's death. A Beneficiary may be changed as set forth in the Policy and this prospectus. Cash Value - The total of the amounts credited to the Owner in the Separate Account, the General Account and the Loan Account. Cash Surrender Value - The Cash Value of a Policy on the date of surrender, less any Indebtedness, less any unpaid selection and issue expense charge due for the remainder of the first Policy year, less any unpaid monthly Policy charge due for the remainder of the first Policy year, and less any surrender charge. Face Amount - The minimum death benefit under the Policy so long as the Policy remains in force before the Insured's Attained Age 100. General Account - Our assets other than those allocated to the Separate Account or any other separate account. Indebtedness - The sum of all unpaid Policy loans and accrued interest on loans. Insured - The person whose life is insured under the Policy. Investment Funds - Investments within the Separate Account which we make available under the Policy. Investment Start Date - The date the initial premium is applied to the General Account and/or the Investment Funds. This date is the later of the Issue Date or the date the initial premium is received at our Service Office. Issue Age - The age of the Insured at his or her nearest birthday as of the Issue Date. Issue Date - The date as of which insurance coverage begins under a Policy. It is also the date from which Policy anniversaries, Policy years, and Policy months are measured. It is the Effective Date of coverage under the Policy. Loan Account - The account of Cova to which amounts securing Policy Loans are allocated. The Loan Account is part of Cova's General Account. Loan Subaccount - A Loan Subaccount has been established for the General Account and for each Investment Fund. Any Cash Value transferred to the Loan Account will be allocated to the appropriate Loan Subaccount to reflect the origin of the Cash Value. At any point in time, the Loan Account will equal the sum of all the Loan Subaccounts. Monthly Anniversary - The same date in each succeeding month as the Issue Date except that whenever the Monthly Anniversary falls on a date other than a Valuation Date, the Monthly Anniversary will be deemed the next Valuation Date. If any Monthly Anniversary would be the 29th, 30th, or 31st day of a month that does not have that number of days, then the Monthly Anniversary will be the last day of that month. Net Premium - The premium paid, less the premium tax charge, less the Federal tax charge, less the sales charge. Owner - The owner of a Policy, as designated in the application or as subsequently changed. Policy - The flexible premium variable life insurance Policy offered by us and described in this prospectus. Pro-Rata Surrender - A requested reduction of both the Face Amount and the Cash Value by a given percentage. Separate Account - Cova Variable Life Account One, a separate investment account established by Cova to receive and invest the Net Premiums paid under the Policy, and certain other variable life policies, and allocated by you to provide variable benefits. Service Office - Cova Financial Services Life Insurance Company, P.O. Box 66757, St. Louis, MO 63166-6757. Target Premium - A premium calculated when a Policy is issued, based on the Insured's age, sex (except in unisex policies) and risk class. The Target Premium is used to calculate the first year's premium expense charge, the surrender charge, and agent compensation under the Policy. Valuation Date - Each day that the New York Stock Exchange (NYSE) is open for trading and Cova is open for business. Cova is open for business every day that the NYSE is open for trading. Valuation Period - The period between two successive Valuation Dates, commencing at the close of the NYSE (usually 4:00 p.m. Eastern Standard Time) on a Valuation Date and ending with the close of the NYSE on the next succeeding Valuation Date. The prospectus is divided into three sections: the Summary, Part I and Part II. The sections in the Summary correspond to sections in Part I of this prospectus which discuss the topics in more detail. Part II contains even more detailed information. SUMMARY The Variable Life Insurance Policy The variable life insurance Policy is a contract between you, the owner, and us, an insurance company. The Policy provides for the payment of a death benefit to your selected Beneficiary upon the death of the person Insured. This death benefit is distributed free from Federal income taxes. The Policy can be used as part of your estate planning or used to save for retirement. The Insured is the person you choose to have insured under the Policy. You, the owner, can be the Insured, but you do not have to be. The Policy described in this prospectus is a flexible premium variable life insurance Policy. The Policy is "flexible" because: * the frequency and amount of premium payments can vary; * you can choose between death benefit options; and * you can change the amount of insurance coverage. The Policy is "variable" because the Cash Value of your Policy, when allocated to the Investment Funds, may increase or decrease depending upon the investment results of the selected Investment Funds. The duration of your Policy may vary and, under certain circumstances, so may your death benefit. So long as the Insured is alive, you can surrender the Policy for all or part of its Cash Surrender Value. You may also obtain a Policy loan, using the Policy as security. We will pay a death benefit when the Insured dies. We make available a number of riders to meet a variety of your estate planning needs. The minimum face amount of insurance that we offer is $50,000. Purchases You purchase the Policy by completing the proper forms. Your registered representative can help you. In some circumstances, we may contact you for additional information regarding the Insured. We may require the Insured to provide us with medical records, physician's statement or a complete paramedical examination. The minimum initial premium we accept is computed for you based on the Face Amount you request. The Policy is designed for the payment of subsequent premiums. You can establish planned annual premiums. The minimum subsequent premium that we accept is $10. Investment Choices You can put your money in our General Account or in any or all of the Investment Funds. However, you can only put your money in up to 15 of the Investment Funds and the General Account at any one time. A detailed description of the Investment Funds, their investment policies, restrictions, risks, and charges is contained in the prospectuses for each Investment Fund. You should read the prospectuses carefully. Expenses We make certain deductions from your premiums, your Cash Value and from the Investment Funds. These deductions are made for taxes, mortality and expense risks, administrative expenses, sales charges, the cost of providing life insurance protection and for the cost associated with the management and investment operations of the Investment Funds. These deductions are summarized as follows: * Deductions from each premium payment. Tax Charges. We currently deduct 1.3% of each premium payment to pay the Federal Tax Charge. We also deduct a Premium Tax Charge currently equal to 2.10% to pay the state and local premium taxes. Sales Charge. The Sales Charge, which is also referred to as the percent of premium charge, is determined as follows: (1) in the first Policy year, 15% of the amount you pay up to the Target Premium, and 5% of the amount you pay over the Target Premium; (2) in the 2nd through 10th Policy years, 5% of the actual premium you pay; and (3) in the 11th Policy year and later, 2% of the actual premium you pay. * Monthly deductions from your Cash Value. Selection and Issue Expense Charge. During the first 10 Policy years, we assess a charge of up to 1% per $1000 of Face Amount. This charge varies by Issue Age, risk class and sex (except in unisex policies) of the Insured. Monthly Policy Charge. This charge is equal to $25 per month for the first Policy year, and $6 per Policy month thereafter. This amount is deducted from the Cash Value of your Policy on the Investment Start Date and each Monthly Anniversary Date. Monthly Cost of Insurance. This amount is deducted monthly from your Cash Value on the Investment Start Date and each Monthly Anniversary date. The amount of the deduction varies with the age, sex (except in unisex policies), risk class of the Insured, duration and the amount of death benefit at risk. Charges for Additional Benefit Riders. On each Monthly Anniversary date, the amount of the charge, if any, for additional benefit riders is determined in accordance with the rider and is shown on the specifications page of your Policy. * Deductions from the Investment Funds. Mortality and Expense Risk Charge. This risk charge is guaranteed not to exceed, on an annual basis, 0.55% of the average value of each of your Investment Funds and is deducted each Valuation Date. The current risk charge depends on the number of years your Policy has been in force and is as follows: Years Daily Charge Factor Annual Equivalent ----- ------------------- ----------------- 1-10 .0015027% 0.55% 11-20 .0012301% 0.45% 21+ .0009572% 0.35% This deduction is guaranteed not to increase while the Policy is in force. We will not increase the mortality and expense risk charge to .55% in years 11 and beyond. Investment Fund Expenses Annual Fund Operating Expenses (as a percentage of average net assets) Other Fund Expenses (after Total reimbursement Annual Management and/or waivers Fund Investment Funds Fees as noted) Expenses AIM VARIABLE INSURANCE FUNDS, INC. Advisor: A I M Advisors, Inc AIM V.I. Capital Appreciation Fund 0.62% 0.05% 0.67% AIM V.I. International Equity Fund 0.75% 0.16% 0.91% AIM V.I. Value Fund 0.61% 0.05% 0.66% ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC Advisor: Alliance Capital Management, L.P. Premier Growth Fund(1) 1.00% 0.06% 1.06% Real Estate Investment Fund(2) 0.08% 0.87% 0.95% COVA SERIES TRUST(3) Advisor: J.P. Morgan Investment Management, Inc. Select Equity Fund 0.68% 0.18% 0.86% Small Cap Stock Fund 0.85% 0.27% 1.12% International Equity Fund 0.80% 0.28% 1.08% Quality Bond Fund 0.55% 0.10% 0.65% Large Cap Stock Fund 0.65% 0.10% 0.75% Advisor: Lord, Abbett & Co. Bond Debenture Fund 0.75% 0.10% 0.85% Mid-Cap Value Fund 1.00% 0.30% 1.30% Large Cap Research Fund 1.00 % 0.30% 1.30% Developing Growth Fund 0.90 % 0.30% 1.20% Lord Abbett Growth & Income Fund(4) 0.65 % 0.07% 0.72% GENERAL AMERICAN CAPITAL COMPANY Advisor: Conning Asset Management Company Money Market Fund 0.125% 0.08% 0.205% GOLDMAN SACHS VARIABLE INSURANCE TRUST(5) Advisor: Goldman Sachs Asset Management Goldman Sachs Growth and Income Fund 0.75% 0.15% 0.90% Advisor: Goldman Sachs Asset Management International Goldman Sachs International Equity Fund 1.00% 0.25% 1.25% Goldman Sachs Global Income Fund 0.90% 0.15% 1.05% KEMPER VARIABLE SERIES Advisor: Scudder Kemper Investments, Inc. Kemper Small Cap Value Fund(6) 0.75% 0.05% 0.80% Kemper Government Securities Fund 0.55% 0.11% 0.66% Kemper Small Cap Growth Fund 0.65% 0.05% 0.70% LIBERTY VARIABLE INVESTMENT TRUST Advisor: Newport Fund Management, Inc. Newport Tiger, Variable Series 0.90% 0.40% 1.30% MFS(R) VARIABLE INSURANCE TRUST(SM)(7) Advisor: MFS Investment Management(R) MFS Emerging Growth Fund 0.75% 0.10% 0.85% MFS Research Fund 0.75% 0.11% 0.86% MFS Growth With Income Fund 0.75% 0.13% 0.88% MFS High Income Fund 0.75% 0.28% 1.03% MFS Global Governments Fund(8) 0.75% 0.26% 1.01% OPPENHEIMER VARIABLE ACCOUNT FUNDS Advisor: OppenheimerFunds, Inc. Oppenheimer High Income Fund/VA 0.74% 0.04% 0.78% Oppenheimer Bond Fund/VA 0.72% 0.02% 0.74% Oppenheimer Capital Appreciation Fund/VA 0.72% 0.03% 0.75% Oppenheimer Main Street Growth and Income Fund/VA 0.74% 0.05% 0.79% Oppenheimer Strategic Bond Fund/VA 0.74% 0.06% 0.80% PUTNAM VARIABLE TRUST Advisor: Putnam Investment Management, Inc. Putnam VT Growth and Income Fund-Class IA Shares 0.46% 0.04% 0.50% Putnam VT International Growth Fund-Class IA Shares 0.80% 0.27% 1.07% Putnam VT International New Opportunity Fund- Class IA Shares(9) 1.18% 0.42% 1.60% Putnam VT New Value Fund-Class IA Shares 0.70% 0.11% 0.81% Putnam VT Vista Fund-Class IA Shares 0.65% 0.12% 0.77% TEMPLETON VARIABLE PRODUCTS SERIES FUND, Class 1 Shares Advisor: Templeton Asset Management Ltd. Templeton Developing Markets Fund 1.25% 0.41% 1.66% Advisor: Templeton Investment Counsel, Inc Templeton International Fund 0.69% 0.17% 0.86% Advisor: Franklin Mutual Advisers LLC Mutual Shares Investments Fund(10) 0.00% 1.00% 1.00% RUSSELL INSURANCE FUNDS(11) Advisor: Frank Russell Investment Management Company Multi-Style Equity Fund 0.49% 0.43% 0.92% Aggressive Equity Fund 0.51% 0.74% 1.25% Non-U.S. Fund 0.00% 1.30% 1.30% Real Estate Securities Fund 0.85% 0.30% 1.15% Core Bond Fund 0.12% 0.68% 0.80% <FN> (1) The adviser to the Fund discontinued the expense reimbursement with respect to the Premier Growth Portfolio effective May 1, 1998. (2) The expenses shown with respect to the Real Estate Investment Portfolio are net of voluntary reimbursements. Expenses have been capped at .95% annually and the adviser to the Fund intends to continue such reimbursements for the foreseeable future. The estimated expenses for the Real Estate Investment Portfolio, before reimbursement, are: .90% management fees and 1.41% for other expenses. (3) Since May 1, 1996, Cova has been reimbursing the Investment Funds of Cova Series Trust for all operating expenses (exclusive of the management fees) in excess of approximately .10%. Effective May 1, 1999, Cova discontinued this reimbursement arrangement for the Select Equity, Small Cap Stock and International Equity Portfolios. Therefore, the amounts shown above under "Other Expenses" have been restated to reflect the actual expenses for these Portfolios for the year ended December 31, 1998. Also beginning May 1, 1999, Cova is reimbursing the Mid-Cap Value, Large Cap Research and Developing Growth Portfolios for all operating expenses (exclusive of the management fees) in excess of approximately .30%, instead of .10%. This change is reflected above under "Other Expenses" for these three Portfolios. Absent the expense reimbursement, the percentages shown for total annual portfolio expenses for the year ended December 31, 1998 would have been .86% for the Quality Bond Portfolio, .94% for the Large Cap Stock Portfolio, .93% for the Bond Debenture Portfolio, 1.68% for the Mid-Cap Value Portfolio, 1.95% for the Large Cap Research Portfolio and 1.70% for the Developing Growth Portfolio. (4) Estimated. The Portfolio commenced investment operations on January 8, 1999. (5) The investment advisers to the Goldman Sachs Growth and Income, International Equity and Global Income Funds have voluntarily agreed to reduce or limit certain "Other Expenses" of such Funds (excluding management fees, taxes, interest and brokerage fees and litigation, indemnification and other extraordinary expenses) to the extent such expenses exceed 0.15%, 0.25% and 0.15% per year of such Funds' average daily net assets, respectively. The expenses shown include this reimbursement. If not included, the "Other Expenses" and "Total Annual Fund Expenses" for the Goldman Sachs Growth and Income, International Equity and Global Income Funds would be 1.94% and 2.69%, 1.97% and 2.97% and 2.40% and 3.30%, respectively. The reductions or limitations may be discontinued or modified by the investment advisers in their discretion at any time. (6) Pursuant to its agreement with Kemper Variable Series, the investment manager and the accounting agent have agreed, for the one year period commencing on May 1, 1999, to limit their respective fees and to reimburse other operating expenses, in a manner communicated to the Board of the Fund, to the extent necessary to limit total operating expenses of the Kemper Small Cap Value Portfolio to .84%. The amounts set forth in the table above reflect actual expenses for the past fiscal year, which were lower than these expense limits. (7) Each series has an expense offset arrangement which reduces the series' custodian fee based upon the amount of cash maintained by the series with its custodian and dividend disbursing agent. Each series may enter into other such arrangements and directed brokerage arrangements, which would also have the effect of reducing the series' expenses. Expenses do not take into account these expense reductions, and are therefore higher than the actual expenses of the series. (8) MFS has agreed to bear expenses for the MFS Global Governments Series, subject to reimbursement by the series, such that the series' "Other Expenses" do not exceed 0.25% of the average daily net assets of the series during the current fiscal year. Absent the expense reimbursement, the Total Annual Fund Expenses for the year ended December 31, 1998, would have been 1.11% for the MFS Global Governments Series. The payments made by MFS on behalf of the series under this arrangement are subject to reimbursement by the series to MFS, which will be accomplished by the payment of an expense reimbursement fee by the series to MFS computed and paid monthly at a percentage of the series' average daily net assets for its then current fiscal year, with a limitation that immediately after such payment, the series' "Other Expenses" will not exceed the percentage set forth above for the series. The obligation of MFS to bear a series' "Other Expenses" pursuant to this arrangement, and the series' obligation to pay the reimbursement fee to MFS, terminates on the earlier of the date on which payments made by the series equal the prior payment of such reimbursable expenses by MFS or December 31, 2004. MFS may, in its discretion, terminate this arrangement at an earlier date provided that the arrangement will continue for the series until at least May 1, 2000, unless terminated with the consent of the board of trustees which oversees the series. (9) The Management Fees and Total Annual Portfolio Expenses reflect an expense limitation. In the absence of the expense limitation, the Management Fees and Total Annual Fund Expenses would have been 1.20% and 1.62%, respectively. (10) Figures reflect expenses from the Fund's inception on May 1, 1998 and are annualized. The manager agreed in advance to limit management fees and make certain payments to reduce Fund expenses as necessary so that Total Annual Fund Expenses did not exceed 1.00% of the Fund's Class 1 net assets in 1998. The manager is contractually obligated to continue this arrangement through 1999. Management Fees, Other Expenses and Total Annual Fund Expenses in 1998 before any waivers were as follows: 0.60%, 2.27% and 2.87% for the Mutual Shares Investments Fund. (11) The manager of Russell Insurance Funds, Frank Russell Investment Management Company, has contractually agreed to waive, at least until April 30, 2000, a portion of the management fee, up to the full amount of that fee, equal to the amount by which the Fund's total operating expenses exceed the amounts set forth above under "Total Annual Fund Expenses" and to reimburse the Fund for all remaining expenses, after fee waivers which exceed the amount set forth above for each Fund under "Total Annual Fund Expenses." Absent such waiver and reimbursement, the management fees and total operating expenses would be .78% and 1.21% for the Multi-Style Equity Fund; .95% and 1.67% for the Aggressive Equity Fund; .95% and 2.37% for the Non-U.S. Fund; .85% and 1.15% for the Real Estate Securities Fund; and .60% and 1.28% for the Core Bond Fund. </FN> * Deductions for surrenders, partial withdrawals and transfers. Surrender Charge. A Surrender Charge may be deducted in the event you make a full or partial withdrawal of your Policy. If you surrender your Policy or let it lapse during the first ten Policy years, we will keep part of the Cash Value of your Policy to help us recover the costs of selling and issuing the Policy. The Surrender Charge is 45% of the Target Premium if you surrender the Policy or let it lapse during the first five Policy years. Afterwards, the amount of the Surrender Charge goes down each month. After the 10th Policy year there is no charge. A Surrender Charge will apply to any decrease in Face Amount. There is a table in your Policy that shows the amount of the Target Premium and the percentage of the Surrender Charge for each month. If you make a partial withdrawal from your Policy, we will charge a pro-rated portion of the Surrender Charge. There may also be a Partial Withdrawal Fee charged. Partial Withdrawal Fee and Transfer Fee. The first 12 requested transfers or partial withdrawals in a Policy year are free. For each partial withdrawal or transfer in excess of 12 in a Policy year, there is a fee assessed which is currently equal to $25. Death Benefit The amount of the death benefit depends on: * the Face Amount of your Policy; * the death benefit option in effect at the time of the Insured's death; and * under some circumstances the Cash Value of your Policy. There are three death benefit options: Option A, Option B and Option C. If death benefit Option A is in effect, the death benefit is the greater of your total Face Amount in effect or the Cash Value of your Policy on the date of the Insured's death multiplied by the applicable factor. Under this option, the amount of the death benefit is fixed, except when we use the factor to determine the benefit percentage. If death benefit Option B is in effect, the death benefit is the greater of your total Face Amount in effect plus the Cash Value of your Policy, or the Cash Value of your Policy multiplied by the applicable factor. Under this option, the amount of the death benefit is variable (but will never be less than the Face Amount). If death benefit Option C is in effect, the death benefit is the greater of your total Face Amount in effect or the Cash Value multiplied by an Attained Age factor. So long as the Policy remains in force, prior to the Insured's Attained Age 100, the minimum death benefit will be at least the current Face Amount. Under certain circumstances you can change death benefit options. You can also change the Face Amount under certain circumstances. At the time of application for a Policy, you designate a Beneficiary who is the person or persons who will receive the death proceeds. You can change your Beneficiary unless you have designated an irrevocable Beneficiary. The Beneficiary does not have to be a natural person. Taxes Your Policy has been designed to comply with the definition of life insurance in the Internal Revenue Code. As a result, the death proceeds paid under the Policy should be excludable from the gross income of your Beneficiary. Any earnings in your Policy are not taxed until you take them out. The tax treatment of the loan proceeds and surrender proceeds will depend on whether the Policy is considered a Modified Endowment Contract (MEC). Proceeds taken out of a MEC are considered to come from earnings first and are includible in taxable income. If you are younger than 59 1/2 when you take money out of a MEC, you may also be subject to a 10% federal tax penalty on the earnings withdrawn. Access to Your Money You can terminate your Policy at any time during the lifetime of the Insured and we will pay you the Cash Surrender Value of your Policy. At any time during the Insured's lifetime and before the Policy has terminated, you may withdraw a part of your Cash Value subject to the requirements of the Policy. When you terminate your Policy or make a partial withdrawal, a surrender charge and partial withdrawal fee may be assessed. You can also borrow against the Cash Value of your Policy. Other Information Free Look. You can cancel the Policy within 20 days after you receive it (or whatever period is required in your state) or the 45th day after you sign your application, whichever period ends later. We will refund all premiums paid. Upon completion of the underwriting process, we will allocate your initial Net Premium to the Money Market Fund until the reallocation date, which occurs upon the expiration of the free look period. After that, we will invest your Policy's Cash Value and any subsequent premiums as you requested. Who Should Purchase the Policy? The Policy is designed for individuals and businesses that have a need for death protection but who also desire to potentially increase the values in their policies through investment in the Investment Funds. The Policy offers the following to individuals: * create or conserve one's estate; * supplement retirement income; and * access to funds through loans and surrenders. If you currently own a variable life insurance policy on the life of the Insured, you should consider whether the purchase of the Policy is appropriate. Also, you should carefully consider whether the Policy should be used to replace an existing Policy on the life the Insured. Additional Features. The following additional features are offered: * you can arrange to have a regular amount of money automatically transferred from the Money Market Fund to selected Investment Funds each month, theoretically giving you a lower average cost per unit over time than a single one time purchase. We call this feature Dollar Cost Averaging. * you can arrange to automatically readjust your Cash Value between Investment Funds periodically to keep the allocation you select. We call this feature Portfolio Rebalancing. * we also offer a number of additional riders that are common to life insurance policies. These features and riders may not be available in your state and may not be suitable for your particular situation. Inquiries If you need more information about purchasing a Policy, please contact us at: Cova Financial Services Life Insurance Company P.O. Box 66757 St. Louis, MO 63166-6757 800-xxx-xxxx If you need Policyowner service (such as changes in Policy information, inquiry into Policy values, or to make a loan), please contact us at our service center: Cova Financial Services Life Insurance Company P.O. Box 66757 St. Louis, MO 63166-6757 (877) 357-4419 PART I 1. The Variable Life Insurance Policy The variable life insurance Policy is a contract between you, the owner, and us, an insurance company. This kind of Policy is most commonly used for retirement planning and/or estate planning. The Policy provides for life insurance coverage on the Insured. It has a Cash Value, a death benefit, surrender rights, loan privileges and other characteristics associated with traditional and universal life insurance. However, since the Policy is a variable life insurance Policy, the value of your Policy will increase or decrease depending upon the investment experience of the Investment Funds you choose. The duration or amount of the death benefit may also vary based on the investment performance of the underlying Investment Funds. To the extent you select any of the Investment Funds, you bear the investment risk. If your Cash Value less any loans, loan interest accrued, unpaid selection and issue charge due for the remainder of the first Policy year and, if surrender charges and any Partial Withdrawal Fee is insufficient to pay the monthly deductions, the Policy may terminate. Because the Policy is like traditional and universal life insurance, it provides a death benefit which is paid to your named Beneficiary. When the Insured dies, the death proceeds are paid to your Beneficiary which should be excludable from the gross income of the Beneficiary. The tax-free death proceeds make this an excellent way to accumulate money you do not think you will use in your lifetime. It is also a tax-efficient way to provide for those you leave behind. If you need access to your money, you can borrow from the Policy, make a total surrender or a partial withdrawal. 2. Purchases Application for a Policy In order to purchase a Policy, you must submit an application to us that requests information about the proposed Insured. In some cases, we will ask for additional information. We may request that the proposed Insured provide us with medical records, a physician's statement or possibly require other medical tests. Premiums Before coverage begins under a Policy, the application and the premium must be in good order as determined by our administrative rules. You may receive a copy of a Policy before that time for examination but there will be no coverage. Each premium after the initial premium must be at least $10. The Policy is not designed for professional market timing organizations, other entities, or persons using programmed, large, or frequent transfers. You can establish a schedule of planned premiums. We will send you billing notices for these premium payments. A failure to pay such a premium payment will not itself cause the Policy to lapse. Unscheduled Premiums You can make additional unscheduled premium payments at any time while the Policy is in force. However, in order to preserve the favorable tax status of the Policy, we may limit the amount of the premiums and may return any premiums that exceed the limits stated under the Internal Revenue Code. If Cova receives a premium payment which would cause the death benefit to increase by an amount that exceeds the Net Premium portion of the payment, then Cova reserves the right to : * refuse that premium payment; or * require additional evidence of insurability before it accepts the premium. Lapse and Grace Period During the first 5 Policy years, your Policy will not lapse if the Cash Surrender Value of your Policy is insufficient to pay for the monthly deductions when: * the sum of all premiums paid on the Policy (reduced by any partial withdrawals and any outstanding loan balance) is at least equal to the sum of the No Lapse Monthly Premiums for the elapsed months since the Issue Date. The No Lapse Monthly Premium amount is found on the specifications page of your Policy. This amount may be modified if you change your Face Amount, make a change in the premium class of the Insured within 5 years of the Issue Date, or if there is an addition or deletion of a rider. Lapse will occur if: * the Cash Surrender Value is not sufficient to cover the monthly deduction (except for reasons stated above); * the sum of all the premiums you paid into the Policy (reduced by any partial withdrawal or any outstanding loan balance) is less than the No Lapse Monthly Premium; and * a grace period expires without a sufficient premium payment. When a Policy is about to terminate, the Policy provides a grace period in order for you to make a premium payment or a loan repayment to keep your Policy in force. The grace period, which is 62 days, begins on the Monthly Anniversary on which the Cash Surrender Value is insufficient to meet the next monthly deduction. We will notify you by mail of the amount of additional premium that must be paid to keep the Policy from terminating. If we do not receive the required amount within the grace period, the Policy will lapse and terminate without Cash Value. If the Insured dies during the grace period, any overdue monthly deductions will be deducted from the death benefit otherwise payable. Reinstatement If your Policy terminated at the end of a grace period, you can request that we reinstate it (restore your insurance coverage) anytime within 5 years after its termination. To reinstate your Policy you must: * submit a written request for reinstatement; * submit proof satisfactory to us that the Insured is still insurable at the risk class that applies for the latest Face Amount portion then in effect; * pay a Net Premium large enough to cover the monthly deductions that were due at the time of lapse and 2 times the monthly deduction due at the time of reinstatement; and * pay an amount large enough to cover any loan interest due and unpaid at the time of lapse. The reinstatement date is the date on or following the day we approve the application for reinstatement. The Cash Value of your Policy on the reinstatement date is equal to: * the amount of any Policy loan reinstated; * increased by the Net Premiums paid at reinstatement, any Policy loan paid at the time of reinstatement, and the amount of any surrender charge paid at the time of lapse. The Policy may not be reinstated if it has been surrendered or if the Insured dies before the reinstatement date. There will be a full monthly deduction for the Policy month which includes the reinstatement date. Allocation of Premium When we receive a premium from you, we deduct: * a Tax Charge for premium taxes and Federal taxes; and * a Sales Charge. The premium less these charges is referred to as the Net Premium. Your Net Premium is allocated to the General Account or one or more of the Investment Funds, as selected by you. When we issue you a Policy, we automatically allocate your initial premium to the Money Market Fund. Once the free look period expires, the Cash Value of your Policy is allocated to the General Account and/or the Investment Funds in accordance with your selections requested in the application. For any chosen allocation, the minimum percentage that may be allocated is 5% of the Net Premium and the percentages must be in whole numbers. This allocation is not subject to the transfer fee provision. However, we reserve the right to limit the number of selections that you may invest in at any one time. Cash Value of your Policy The Cash Value equals the sum of the amounts in the General Account, the Investment Funds you have selected, and the Loan Account. Method of Determining Cash Value of an Investment Fund The value of your Policy will go up or down depending upon the investment performance of the Investment Fund(s) you choose and the charges and deductions made against your Policy. The Cash Value of the Investment Funds is determined for each Valuation Period. When we apply your initial premium to an Investment Fund, the Cash Value equals the Net Premium allocated to the Investment Fund, minus the monthly deduction(s) due from the Issue Date through the Investment Start Date. Thereafter, on each Valuation Date, the Cash Value in an Investment Fund will equal: (1) The Cash Value in the Investment Fund on the preceding Valuation Date, multiplied by the Investment Fund's Net Investment Factor (defined below) for the current Valuation Period; plus (2) Any Net Premium payments received during the current Valuation Period which are allocated to the Investment Fund; plus (3) Any loan repayments allocated to the Investment Fund during the current Valuation Period; plus (4) Any amounts transferred to the Investment Fund from the General Account or from another Investment Fund during the current Valuation Period; plus (5) That portion of the interest credited on outstanding loans which is allocated to the Investment Fund during the current Valuation Period; minus (6) Any amounts transferred from the Investment Fund to the General Account, Loan Account, or to another Investment Fund during the current Valuation Period (including any transfer charges); minus (7) Any partial withdrawals from the Investment Fund during the current Valuation Period; minus (8) Any withdrawal due to a pro-rata surrender from the Investment Fund during the current Valuation Period; minus (9) Any withdrawal or surrender charges incurred during the current Valuation Period attributed to the Investment Fund in connection with a partial withdrawal or pro-rata surrender; minus (10) If a Monthly Anniversary occurs during the current Valuation Period, the portion of the monthly deduction allocated to the Investment Fund during the current Valuation Period to cover the Policy month which starts during that Valuation Period. Net Investment Factor The Net Investment Factor measures the investment performance of an Investment Fund during a Valuation Period. The Net Investment Factor for each Investment Fund for a Valuation Period is calculated as follows: (1) The value of the assets at the end of the preceding Valuation Period; plus (2) The investment income and capital gains, realized or unrealized, credited to the assets in the Valuation Period for which the Net Investment Factor is being determined; minus (3) The capital losses, realized or unrealized, charged against those assets during the Valuation Period; minus (4) Any amount charged against each Investment Fund for taxes, including any tax or other economic burden resulting from the application of the tax laws determined by us to be properly attributable to the Investment Funds, or any amount set aside during the Valuation Period as a reserve for taxes attributable to the operation or maintenance of each Investment Fund; minus (5) The mortality and expense risk charge equal to a percentage of the average net assets for each day in the Valuation Period. This charge, for mortality and expense risks, is determined by the length of time the Policy has been in force. It will not exceed the amounts shown in the following table: Policy Percentage of Effective Years Avg. Net Assets Annual Rate ----- --------------- ----------- 1-10 0.0015027 0.55% 11-20 0.0012301 0.45% 21+ 0.0009572 0.35%; divided by (6) The value of the assets at the end of the preceding Valuation Period. Our Right to Reject or Return a Premium Payment In order to receive the tax treatment for life insurance under the Internal Revenue Code (Code), a Policy must initially qualify and continue to qualify as life insurance under the Code. To maintain this qualification, we have reserved the right under the Policy to return any premiums paid which we have determined will cause the Policy to fail as life insurance. We also have the right to make changes in the Policy or to make a distribution to the extent we determine this is necessary to continue to qualify the Policy as life insurance. Such distributions may have current income tax consequences to you. If subsequent premiums will cause your Policy to become a Modified Endowment Contract (MEC) we will contact you prior to applying the premium to your Policy. If you elect to have the premium applied, we require that you acknowledge in writing that you understand the tax consequences of a MEC before we will apply the premiums. 3. Investment Funds There are currently 46 Investment Funds available in connection with the Policy we are offering here. The Investment Funds are offered through one of twelve open-end, diversified management investment companies: (1) AIM Variable Insurance Funds, Inc., (2) Alliance Variable Products Series Fund, Inc., (3) Cova Series Trust, (4) General American Capital Company, (5) Goldman Sachs Variable Insurance Trust, (6) Kemper Variable Series, (7) Liberty Variable Investment Trust, (8) MFS Variable Insurance Trust, (9) Oppenheimer Variable Account Funds, (10) Putnam Variable Trust, (11) Templeton Variable Product Series Fund, and (12) Russell Insurance Funds. You can only invest in up to 15 of the Investment Funds and the General Account at any one time. Purchasers should read this prospectus and the prospectuses for the above listed investment companies carefully before investing. The following is a list of the Investment Funds and investment managers available under the Policy: AIM VARIABLE INSURANCE FUNDS, INC. Advisor: A I M Advisors, Inc. AIM V.I. Capital Appreciation Fund AIM V.I. International Equity Fund AIM V.I. Value Fund ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC Advisor: Alliance Capital Management, L.P. Premier Growth Portfolio Real Estate Investment Portfolio COVA SERIES TRUST Advisor: J.P. Morgan Investment Management, Inc. Select Equity Portfolio Small Cap Stock Portfolio International Equity Portfolio Quality Bond Portfolio Large Cap Stock Portfolio Advisor: Lord, Abbett & Co. Bond Debenture Portfolio Mid-Cap Value Portfolio Large Cap Research Portfolio Developing Growth Portfolio Lord Abbett Growth & Income Portfolio GENERAL AMERICAN CAPITAL COMPANY Advisor: Conning Asset Management Company Money Market Fund GOLDMAN SACHS VARIABLE INSURANCE TRUST Advisor: Goldman Sachs Asset Management Goldman Sachs Growth and Income Fund Advisor: Goldman Sachs Asset Management International Goldman Sachs International Equity Fund Goldman Sachs Global Income Fund KEMPER VARIABLE SERIES Advisor: Scudder Kemper Investments, Inc. Kemper Small Cap Value Portfolio Kemper Government Securities Portfolio Kemper Small Cap Growth Portfolio LIBERTY VARIABLE INVESTMENT TRUST Advisor: Newport Fund Management, Inc. Newport Tiger, Variable Series (a portfolio investing in equity securities of companies located in certain countries of Asia) MFS(R) VARIABLE INSURANCE TRUST(SM) Advisor: MFS Investment Management (R) MFS Emerging Growth Series MFS Research Series MFS Growth With Income Series MFS High Income Series MFS Global Governments Series OPPENHEIMER VARIABLE ACCOUNT FUNDS Advisor: OppenheimerFunds, Inc. Oppenheimer High Income Fund/VA Oppenheimer Bond Fund/VA Oppenheimer Capital Appreciation Fund/VA Oppenheimer Main Street Growth & Income Fund/VA Oppenheimer Strategic Bond Fund/VA PUTNAM VARIABLE TRUST Advisor: Putnam Investment Management, Inc. Putnam VT Growth and Income Fund - Class IA Shares Putnam VT International Growth Fund - Class IA Shares Putnam VT International New Opportunities Fund - Class IA Shares Putnam VT New Value Fund - Class IA Shares Putnam VT Vista Fund - Class IA Shares (a stock portfolio) TEMPLETON VARIABLE PRODUCTS SERIES FUND, Class 1 Shares Advisor: Templeton Asset Management Ltd. Templeton Developing Markets Fund Advisor: Templeton Investment Counsel, Inc. Templeton International Fund Advisor: Franklin Mutual Advisers LLC Mutual Shares Investments Fund RUSSELL INSURANCE FUNDS Advisor: Frank Russell Investment Management Company Multi-Style Equity Fund Aggressive Equity Fund Non-U.S. Fund Real Estate Securities Fund Core Bond Fund The investment objectives and policies of certain of the Investment Funds are similar to the investment objectives and policies of other mutual funds that certain of the investment advisers manage. Although the objectives and policies may be similar, the investment results of the Investment Funds may be higher or lower than the results of such other mutual funds. The investment advisers cannot guarantee, and make no representation, that the investment results of similar funds will be comparable even though the funds have the same investment advisers. Shares of the Investment Funds may be offered in connection with certain variable annuity contracts and variable life insurance policies of various life insurance companies which may or may not be affiliated with us. Certain Investment Funds may also be sold directly to qualified plans. The Funds believe that offering their shares in this manner will not be disadvantageous to you. We may enter into certain arrangements under which we are reimbursed by the Investment Funds' advisers, distributors and/or affiliates for the administrative services which we provide to the Funds. Substitution and Limitations on Further Investments We may substitute one of the Investment Funds you have selected with another Investment Fund. We will not do this without the prior approval of the Securities and Exchange Commission. We may also limit further investment in an Investment Fund. We will give you notice of our intention to do this. Transfers At your request, we will transfer amounts in your Policy from any Investment Fund to another Investment Fund, or to and from the General Account (subject to restrictions). The minimum amount that can be transferred is the lesser of the minimum transfer amount (currently $500), or the total value in an Investment Fund or the General Account. You can make twelve transfers or partial withdrawals in a Policy year without charge. We currently charge a transfer fee of $25 for additional transfers in a Policy year. You cannot make a transfer out of our General Account in the first Policy year. The maximum amount you can transfer from the General Account in any Policy year after the 1st is the greater of: (a) 25% of a Policy's Cash Surrender Value in the General Account at the beginning of the Policy year, or (b) the previous Policy year's General Account maximum withdrawal amount not to exceed the total Cash Surrender Value of the Policy. Transfers resulting from Policy loans will not be counted for purposes of the limitations on the amount or frequency of transfers allowed in each Policy year. We have not designed this Policy or the underlying Investment Funds for use by professional market timing organizations, other entities, or persons using programmed, large, or frequent transfers. If it appears that there is a pattern of exchanges that coincides with a "market timing" strategy and are disruptive to the Investment Funds, the transfer will be refused. Policies under common ownership or control may be aggregated for purposes of transfer limits. We will coordinate with the Fund managers to restrict the transfer privilege or reject any specific premium allocation request for any person, if, in the Investment Fund manager's judgment, the Investment Fund would be unable to invest effectively in accordance with its investment objectives and policies, or would otherwise potentially be adversely affected. Although we currently intend to continue to permit transfers for the foreseeable future, the Policy provides that we may at any time revoke, modify, or limit the transfer privilege. Dollar Cost Averaging Dollar cost averaging is a program which enables you to allocate specified dollar amounts from the Money Market Fund to other Investment Funds on a monthly basis. By allocating amounts on a monthly basis, you may be less susceptible to the impact of market fluctuations. Dollar cost averaging may be selected by completing the proper forms. The minimum transfer amount is $100. The minimum amount that can be allocated to an Investment Fund is 5% of the amount transferred. You can elect to participate in this program at any time by properly completing the dollar cost averaging election form. Dollar cost averaging will terminate when any of the following occurs: 1) the value of the Money Market Fund is completely depleted; or 2) you request termination in writing. There is no current charge for dollar cost averaging but we reserve the right to charge for this program in the future. Transfers made under dollar cost averaging do not count against the total of 12 transfers allowed without charge in a Policy year. Dollar cost averaging cannot be used simultaneously with the portfolio rebalancing program. Portfolio Rebalancing Over time, the funds in the General Account and the Investment Funds will accumulate at different rates as a result of different investment returns. You may direct us to automatically restore the balance of the Cash Value in the General Account and in the Investment Funds to the percentages determined in advance. There are two methods of rebalancing available - periodic and variance. Periodic Rebalancing. Under this option you elect a frequency (monthly, quarterly, semiannually or annually), measured from the Policy Anniversary. On each date elected, we will rebalance the Investment Funds and/or General Account to reallocate the Cash Value according to the investment percentages you elected. Variance Rebalancing. Under this option you elect a specific allocation percentage for the General Account and each Investment Fund. For each such account, the allocation percentage (if not zero) must be a whole percentage and must not be less than five percent. You also elect a maximum variance percentage (5%, 10%, 15%, or 20% only), and can exclude specific Investment Funds and/or the General Account from being rebalanced. On each Monthly Anniversary we will review the current balances to determine whether any Investment Fund balance is outside of the variance range (either above or below) as a percentage of the specified allocation percentage. If any Investment Fund is outside of the variance range, we will generate transfers to rebalance all of the specified Investment Funds and/or the General Account back to the predetermined percentages. Transfers resulting from portfolio rebalancing will not be counted against the total number of transfers allowed in a Policy year before a charge is applied. You may elect either method of portfolio rebalancing by specifying it on the Policy application, or may elect it later for an in force Policy, or may cancel it, by submitting a change form acceptable to us. We reserve the right to suspend portfolio rebalancing at any time on any class of policies on a nondiscriminatory basis, or to charge an administrative fee for election changes in excess of a specified number in a Policy year in accordance with our administrative rules. Portfolio rebalancing cannot be used simultaneously with the dollar cost averaging program. Approved Asset Allocation Programs We recognize the value to certain Owners of having available, on a continuous basis, advice for the allocation of their money among the Investment Funds available under the Policy. Certain providers of these types of services have agreed to provide such services to Owners in accordance with our administrative rules regarding such programs. We have made no independent investigation of these programs. We have only established that these programs are compatible with our administrative systems and rules. Even though we permit the use of approved asset allocation programs, the Policy was not designed for professional market timing organizations. Repeated patterns of frequent transfers are disruptive to the operations of the Investment Funds, and should we become aware of such disruptive practices, we may modify the transfer privilege either on an individual or class basis. If you participate in an Approved Asset Allocation Program, the transfers made under the program are not taken into account in determining any transaction charges. 4. Expenses There are charges and other expenses associated with the Policy that reduce the return on your investment in the Policy. The charges and expenses are: Tax Charges There are charges for Federal taxes, and state and local premium taxes which are deducted from each premium payment. The Federal tax charge is currently 1.3% of each premium. The premium tax charge is currently 2.10% of premium payments. If the tax rates change, we may change the amount of the deduction to cover the new rate. Sales Charge A sales charge will be deducted from each premium payment to partially compensate us for expenses incurred in distributing the Policy and any additional benefits provided by riders. We currently intend to deduct a sales charge determined according to the following schedule: Policy Year 1 : 15% of premium up to Target Premium; 5% of premium above Target Premium Policy Years 2-10 : 5% of all premium paid Policy Years 11+ : 2% of all premium paid For policies issued in the state of Oregon, the amounts shown above are increased by 2%. The guaranteed sales charge varies for policies issued in Texas. As of the date of this prospectus, the current sales charge for Texas policies is the same as shown above. The expenses covered by the sales charge include agent sales commissions, the cost of printing prospectuses and sales literature, and any advertising costs. Where policies are issued to Insureds with higher mortality risks or to Insureds who have selected additional insurance benefits, a portion of the amount deducted for the sales charge is used to pay distribution expenses and other costs associated with these additional coverages. To the extent that sales expenses are not recovered from the sales charge and the surrender charge, those expenses may be recovered from other sources, including the mortality and expense risk charge described below. Selection and Issue Expense Charge During the first ten Policy years, we generally assess a monthly selection and issue expense charge to cover the costs associated with the underwriting and issue of the Policy. The monthly charge per $1,000 of Face Amount ranges from approximately 4 cents to one dollar, and varies by Issue Age, risk class, and (except on unisex Policies) sex of the Insured. For policies issued in Texas, the guaranteed selection and issue expense charge is level for the life of the Policy to ensure compliance with the Texas non-forfeiture laws. Monthly Policy Charge We deduct a monthly Policy charge on the Investment Start Date and each Monthly Anniversary date. The charge is equal to $25 per Policy month for the first Policy year. Thereafter, it is $6 per Policy month guaranteed not to increase while the Policy is in force. The charge reimburses us for expenses incurred in the administration of the Policies. Such expenses include: confirmations, annual reports and account statements, maintenance of Policy records, maintenance of separate account records, administrative personnel costs, mailing costs, data processing costs, legal fees, accounting fees, filing fees, the costs of other services necessary for policyowner servicing and all accounting, valuation, regulatory and updating requirements. Monthly Cost of Insurance Charge This charge compensates us for the insurance coverage we provide in the month following the charge. The monthly cost of insurance charge for each Policy month equals the total of the insurance risk charges for the Policy month for each Face Amount portion then in effect. The monthly cost of insurance charge is deducted on each Monthly Anniversary for the following Policy month. The monthly cost of insurance charge is determined in a manner that reflects the anticipated mortality of the Insured and the fact that the death benefit is not payable until the death of the Insured. Because the monthly cost of insurance charge depends upon a number of variables, the charge will vary for each Policy month. We will determine the cost of insurance charge by multiplying the applicable cost of insurance rate or rates by the net amount at risk (defined below) for each Policy month. The monthly cost of insurance rates are determined at the beginning of each Policy year. The rates will be based on the Attained Age, duration, rate class, and (except for unisex policies) sex of the Insured at issue. The monthly cost of insurance rates generally increase as the Insured's Attained Age increases. The rate class of an Insured also will affect the cost of insurance rate. For the initial Face Amount, we will use the rate class on the Issue Date. If the death benefit equals a percentage of Cash Value, an increase in Cash Value will cause an automatic increase in the death benefit. The rate class for such increase will be the same as that used for the initial Face Amount. We currently place the Insured into a preferred rate class, a standard rate class, or into rate classes involving a higher mortality risk. Actual monthly cost of insurance rates may change, and the actual monthly cost of insurance charge will be determined by us based on our expectations as to future mortality experience. However, the actual monthly cost of insurance rates will not be greater than the guaranteed cost of insurance rates set forth in the Policy. For Policies which are not in a substandard risk class, the guaranteed cost of insurance rates are equal to 100% of the rates set forth in the male/female smoker/non-smoker 1980 CSO Mortality Tables (1980 CSO Tables NA and SA and 1980 CSO Tables NG and SG for sex distinct policies and policies issued in qualified pension plans; and 1980 CSO Tables NA and SA for unisex policies issued in compliance with Montana law). All Policies are based on the Attained Age of the Insured. Higher rates apply if the Insured is determined to be in a substandard risk class. In two otherwise identical policies, an Insured in the preferred rate class will have a lower cost of insurance than an Insured in a rate class involving higher mortality risk. Each rate class is also divided into two categories: smokers and nonsmokers. Non- smoker Insureds will generally incur a lower cost of insurance than similarly situated Insureds who smoke. (Insureds under Attained Age 20 are automatically assigned to the non-smoker rate class.) The net amount at risk for a Policy month is: (1) the death benefit at the beginning of the Policy month divided by 1.0032737 (which reduces the net amount at risk, solely for purposes of computing the cost of insurance, by taking into account assumed monthly earnings at an annual rate of 4%); less (2) the Cash Value at the beginning of the Policy month. In calculating the monthly cost of insurance charges, the cost of insurance rate for a Face Amount is applied to the net amount at risk for that Face Amount. Charges for Additional Benefit Riders The amount of the charge, if any, each Policy month for additional benefit riders is determined in accordance with the rider and is shown on the specifications page of your Policy. Mortality and Expense Risk Charge We will deduct a daily charge from the Investment Funds. The amount of the deduction is determined as a percentage of the average net assets of each Investment Fund. The current daily deduction percentages, and the equivalent effective annual rates, are: Daily Policy Charge Annual Years Factor Equivalent - ------------------- ------------------- ------------------- 1-10 .0015027% 0.55% 11-20 .0012301% 0.45% 21+ .0009572% 0.35% This deduction is guaranteed not to increase while the Policy is in force. This risk charge compensates us for assuming the mortality and expense risks under the Policy. The mortality risk assumed by us is that the Insureds, as a group, may not live as long as expected. The expense risk assumed by us is that actual expenses may be greater than those assumed. We expect to profit from this charge. Surrender Charge For up to 10 years after the Issue Date, we will impose a contingent deferred sales charge, also referred to as a surrender charge, when the following occur: * upon surrender or lapse of the Policy; * upon a partial withdrawal; * upon a Pro-Rata Surrender; or * upon a decrease in Face Amount. The amount of the charge assessed will depend upon a number of factors, including the type of event (a full surrender, lapse, or partial withdrawal), the amount of any premium payments made under the Policy prior to the event, and the number of Policy years having elapsed since the Policy was issued. The surrender charge compensates us for expenses relating to the distribution of the Policy, including agents' commissions, advertising, and the printing of the Prospectus and sales literature. The surrender charge percentage is shown in the following table. If surrender or lapse occurs in The percentage of the annual the last month of Policy Year: Target Premium payable is: - ----------------------------------------------- -------------------------------- 1 through 5 45% 6 40% 7 30% 8 20% 9 10% 10 and later 0% The Target Premium (on which we base the surrender charge) is shown in your Policy. As shown above, the maximum surrender charge is 45% of the annual Target Premium payable. In addition, the percentages are reduced equally for each Policy month during the years shown. For example, during the seventh year, the percentage is reduced equally each month from 40% at the end of the sixth year to 30% at the end of the seventh year. This table may be modified if required by law or regulation of the governing jurisdiction. The amount of the surrender charge deducted upon a partial withdrawal or Pro-Rata Surrender will equal a fraction of the charge that would be deducted if the Policy were surrendered at that time. The fraction will be determined by dividing the amount of the withdrawal by the Cash Value before the withdrawal and multiplying the result by the surrender charge. Immediately after a withdrawal, the Policy's remaining surrender charge will equal the amount of the surrender charge immediately before the withdrawal less the amount deducted in connection with the withdrawal. A surrender charge will apply when there is a decrease in Face Amount for up to 10 years from the Policy's Issue Date. A partial withdrawal may cause a decrease in Face Amount and therefore, we may deduct a surrender charge. If the Face Amount is decreased by some fraction of any previous increases in Face Amount and/or the Face Amount at issue, the surrender charge deducted will be the previously defined surrender charge multiplied by the fraction. Transaction Charges There is no transaction charge for the first twelve partial withdrawals or requested transfers in a Policy year. We will impose a charge of $25 for each partial withdrawal or requested transfer in excess of twelve in a Policy year. We may revoke or modify the privilege of transferring amounts to or from the General Account at any time. Partial withdrawals and Pro-Rata Surrenders will result in the imposition of the applicable surrender charge. Investment Fund Expenses The expenses of the Investment Funds are shown in the Summary. The value of the net assets of the Investment Funds will reflect the investment advisory fee and other expenses incurred by the underlying investment companies. The Investment Fund expenses are collected from the underlying Investment Fund, and are not direct charges against the Separate Account assets or reductions from the Policy's Cash Value. Expenses of the Funds are not fixed or specified under the terms of the Policy, and actual expenses may vary. These underlying Investment Fund expenses are taken into consideration in computing each Investment Fund's net asset value, which is used to calculate the unit values in the Separate Account. The management fees and other expenses are more fully described in the prospectus of each individual Investment Fund. The information relating to the Investment Fund expenses was provided by the Investment Fund and was not independently verified by us. Except as otherwise specifically noted, the management fees and other expenses are not currently subject to fee waivers or expense reimbursements. 5. DEATH BENEFIT The amount of the death benefit depends on the total Face Amount, the Cash Value of your Policy on the date of death and the death benefit option (Option A, Option B, or Option C) in effect at that time. The actual amount we will pay the Beneficiary will be reduced by any Indebtedness. The initial Face Amount and the death benefit option in effect on the Issue Date are shown on the specifications page of your Policy. Option A. The amount of the death benefit under Option A is the greater of: * the Face Amount; or * the Cash Value of your Policy on the date of death multiplied by the applicable multiple percentage shown in the "Applicable Percentage of Cash Value Table For Insureds Less than Age 100" shown below. Option B. The amount of the death benefit under Option B is the greater of: * the Face Amount plus the Cash Value of your Policy on the date of death; or * the Cash Value of your Policy on the date of death multiplied by the applicable multiple percentage shown in the "Applicable Percentage of Cash Value Table For Insureds Less than Age 100" shown below. Applicable Percentage of Cash Value Table For Insureds Less Than Age 100 Insured Person's Age Policy Cash Value Multiple Percentage 40 or under 250% 45 215% 50 185% 55 150% 60 130% 65 120% 70 115% 78 to 90 105% 95 to 99 101% For ages that are not shown on this table the applicable percentage multiples will decrease by a ratable portion for each full year. Option C. The amount of the death benefit under Option C is the greater of: * the Face Amount; or * the Cash Value of your Policy on the date of the Insured's death multiplied by the applicable factor from the Table of Attained Age Factors shown in your Policy. If your Policy is in force after the Insured's Attained Age is 100, then the Death Benefit will be 101% of the Policy's Cash Value. Change of Death Benefit If the Policy was issued with either death benefit Option A or death benefit Option B, the death benefit option may be changed. A Policy issued under death benefit Option C may not be changed for the entire lifetime of the Policy. Similarly, a Policy issued under either death benefit Option A or B may not change to death benefit Option C for the lifetime of the Policy. A request for change must be made to us in writing. The Effective Date of such a change will be the Monthly Anniversary on or following the date we receive the change request. A death benefit Option A Policy may be changed to have death benefit Option B. The Face Amount will be decreased to equal the death benefit less the Cash Value on the Effective Date of the change. Satisfactory evidence of insurability must be submitted to us in connection with a request for a change from death benefit Option A to death benefit Option B. A change may not be made if it would result in a Face Amount of less than the minimum Face Amount. A death benefit Option B Policy may be changed to have death benefit Option A. The Face Amount will be increased to equal the death benefit on the Effective Date of the change. A change in death benefit option may have Federal income tax consequences. Change in Face Amount Subject to certain limitations set forth below, you may decrease or increase the Face Amount of a Policy one each Policy year after the first Policy year. A written request is required for a change in the Face Amount. A change in Face Amount may affect the cost of insurance rate and the net amount at risk, both of which affect your cost of insurance charge. A reduction in the Face Amount of a Policy may have Federal income tax consequences. Any decrease in the Face Amount will become effective on the Monthly Anniversary on or following receipt of the written request by us. The amount of the requested change must be at least $5,000 ($2,000 for Policies issued in qualified pension plans) and the Face Amount remaining in force after any requested decrease may not be less than the minimum Face Amount. If you decrease the Face Amount and the Policy does not comply with the maximum premium limitations required by Federal tax law, the decrease may be limited or the Cash Value may be returned to you (at your election), to the extent necessary to meet these requirements. If you want to increase the Face Amount, you must submit proof that the Insured is insurable by our standards on the date the requested increase is submitted and the Insured must have an Attained Age not greater than age 80 on the Policy Anniversary that the increase will become effective. 6. TAXES NOTE: We have prepared the following information on Federal income taxes as a general discussion of the subject. It is not intended as tax advice to anyone. You should consult your own tax adviser about your own circumstances. We have included an additional discussion regarding taxes in Part II. Life Insurance in General Life insurance, such as this Policy, is a means of providing for death protection and setting aside money for future needs. Congress recognized the importance of such planning and provided special rules in the Internal Revenue Code for life insurance. Simply stated, these rules provide that you will not be taxed on the earnings on the money held in your life insurance Policy until you take the money out. Beneficiaries generally are not taxed when they receive the death proceeds upon the death of the Insured. Taking Money out of Your Policy You, as the owner, will not be taxed on increases in the value of your Policy until a distribution occurs either as a surrender or as a loan. If your Policy is a MEC, any loans or surrenders from the Policy will be treated as first coming from earnings and then from your investment in the Policy. Consequently, these earnings are included in taxable income. The Internal Revenue Code (Code) also provides that any amount received from a MEC which is included in income may be subject to a 10% penalty. The penalty will not apply if the income received is: (1) paid on or after the taxpayer reaches age 59 1/2 ; (2) paid if the taxpayer becomes totally disabled (as that term is defined in the Code); or (3) in a series of substantially equal payments made annually (or more frequently) for the life (or life expectancy) of the taxpayer. If your Policy is not a MEC, any surrender proceeds will be treated as first a recovery of the investment in the Policy and to that extent will not be included in taxable income. Furthermore any loan will be treated as Indebtedness under the Policy and not as a taxable distribution. See "Tax Status" in Part II for more details. Diversification The Internal Revenue Code provides that the underlying investments for a variable life insurance Policy must satisfy certain diversification requirements in order to be treated as a life insurance contract. We believe that the Investment Funds are being managed so as to comply with such requirements. Under current federal tax law, it is unclear as to the circumstances under which you, because of the degree of control you exercise over the underlying investments, and not us would be considered the owner of the shares of the Investment Funds. If you are considered the owner of the investments, it will result in the loss of the favorable tax treatment for the Policy. It is unknown to what extent owners are permitted to select Investment Funds, to make transfers among the Investment Funds or the number and type of Investment Funds owners may select from. If guidance from the Internal Revenue Service is provided which is considered a new position, 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 that you, as the owner of the Policy, could be treated as the owner of the Investment Funds. Due to the uncertainty in this area, we reserve the right to modify the Policy in an attempt to maintain favorable tax treatment. 7. ACCESS TO YOUR MONEY Policy Loans We will loan money to you at the loan interest rate we establish. The request by you for a loan must be in writing. You may borrow an amount up to the loan value of the Policy. The loan value is: * the Cash Value of the Policy on the date the loan request is received; less * interest to the next loan interest due date; less * anticipated monthly deductions to the next loan interest due date; less * any existing loan; less * any surrender charge; plus * interest expected to be earned on the loan balance to the next loan interest due date. Policy loan interest is payable on each Policy anniversary. The minimum amount that you can borrow is $500. The loan may be completely or partially repaid at any time while the Insured is living. When a Policy loan is made, we will deduct Cash Value from your Policy equal to the amount of the loan, plus interest due and place it in the Loan Subaccount as security for the loan. This Cash Value amount is expected to earn interest at a rate ("the earnings rate") which is lower than the rate charged on the Policy loan ("the borrowing rate"). The Cash Value that we use as security will accrue interest daily at an annual earnings rate of 4%. Unless the Owner requests a different allocation, the Cash Value amount used as security for the loan will be transferred from the Investment Funds and the General Account on a pro-rata basis to the Loan Account. This will reduce the Policy's Cash Value in the General Account and the Investment Fund(s). These transactions will not be considered transfers for purposes of the limitations on transfers between Investment Funds or to or from the General Account. A Policy loan, whether or not repaid, will have a permanent effect on the death benefits and Policy values because the values transferred to the Loan Account will not share in the investment results of the Investment Funds while the loan is outstanding. If the Loan Account earnings rate is less than the investment performance of the selected Investment Funds and/or the General Account, the values and benefits under the Policy will be reduced as a result of the loan. In addition, if the Indebtedness exceeds the Cash Value minus the surrender charge on any Monthly Anniversary, the Policy will lapse, subject to a grace period. (see Purchases - Lapse and Grace Period.) A lapse of the Policy with a loan outstanding may have federal income tax consequences (see "Federal Tax Status"). Interest credited to the Cash Value held in the Loan Subaccount as security for the loan will be allocated on Policy anniversaries to the General Account and the Investment Funds. The interest credited will also be transferred: (1) when a new loan is made; (2) when a loan is partially or fully repaid; and (3) when an amount is needed to meet a monthly deduction. Policy loans may have Federal income tax consequences (see "Federal Tax Status"). Loan Interest Charged The borrowing rate we charge for Policy loan interest will be based on the following schedule: For Loans Annual Outstanding During Interest Rate ------------------- -------------- Policy Years 1-10 4.50% Policy Years 11-20 4.25% Policy Years 21+ 4.15% We will inform you of the current borrowing rate when a Policy loan is requested. Policy loan interest is due and payable annually on each Policy anniversary. If you do not pay the interest when it is due, the unpaid loan interest will be added to the outstanding Indebtedness as of the due date and you will be charged interest at the same rate as the rest of the Indebtedness. Security The Policy will be the only security for the loan. Repaying Policy Debt You may repay the loan at any time prior to the death of the Insured and as long as the Policy is in force. Any Indebtedness outstanding will be deducted before any benefit proceeds are paid or applied under a payment option. Repayments will be allocated to the General Account and the Investment Funds based on how the Cash Value used for security was allocated. Unpaid loans and loan interest will be deducted from any settlement of your Policy. Any payments received from you will be applied as premiums, unless you clearly request in writing that it be used as repayment of Indebtedness. Partial Withdrawals After the first Policy year, you may make partial withdrawals from the Policy's Cash Surrender Value. Each Policy year you are allowed 12 free partial withdrawals. For each partial withdrawal after 12, we impose a $25 fee. A partial withdrawal may be subject to a surrender charge and have Federal income tax consequences. The minimum amount of a partial withdrawal request, net of any applicable fees and surrender charges, is the lesser of: (1) $500 from an Investment Fund or the General Account; or (2) the Policy's Cash Value in an Investment Fund. Partial withdrawals made during a Policy year are subject to the following limitations. The maximum amount that may be withdrawn from an Investment Fund is the Policy's Cash Value net of any applicable surrender charges and fees in that Investment Fund. The total partial withdrawals and transfers from the General Account over the Policy year may not exceed a maximum amount equal to the greater of the following: (1) 25% of the Cash Surrender Value in the General Account at the beginning of the Policy year, multiplied by the withdrawal percentage limit shown in the Policy; or (2) the previous Policy year's maximum amount. You may allocate the amount withdrawn plus any applicable surrender charges and fees, subject to the above conditions, among the Investment Funds and the General Account. If no allocation is specified, then the partial withdrawal will be allocated among the Investment Funds and the General Account in the same proportion that the Policy's Cash Value in each Investment Fund and the General Account bears to the total Cash Value of the Policy, less the Cash Value in the Loan Account, on the date the request for a partial withdrawal is received. If the limitations on withdrawals from the General Account will not permit this pro-rata allocation, you will be requested to provide an alternate allocation. No amount may be withdrawn that would result in there being insufficient Cash Value to meet any surrender charge and applicable fees that would be payable immediately following the withdrawal upon the surrender of the remaining Cash Value. The death benefit will be affected by a partial withdrawal, unless death benefit Option A or Option C is in effect and the withdrawal is made under the terms of an anniversary partial withdrawal rider. If death benefit Option A or death benefit Option C is in effect and the death benefit equals the Face Amount, then a partial withdrawal will decrease the Face Amount by an amount equal to the partial withdrawal plus the applicable surrender charge resulting from that partial withdrawal. If the death benefit is based on a percentage of the Cash Value, then a partial withdrawal will decrease the Face Amount by an amount by which the partial withdrawal plus the applicable surrender charge and fees exceeds the difference between the death benefit and the Face Amount. If death benefit Option B is in effect, the Face Amount will not change. The Face Amount remaining in force after a partial withdrawal may not be less than the minimum Face Amount. Any request for a partial withdrawal that would reduce the Face Amount below this amount will not be implemented. Partial withdrawals may affect the way in which the cost of insurance charge is calculated and the amount of pure insurance protection afforded under a Policy. We may change the minimum amount required for a partial withdrawal or the number of times partial withdrawals may be made. Pro-Rata Surrender After the first Policy year, you can make a Pro-Rata Surrender of the Policy. The Pro- Rata Surrender will reduce the Face Amount and the Cash Value by a percentage chosen by you. This percentage must be any whole number. A Pro-Rata Surrender may have Federal income tax consequences. The percentage will be applied to the Face Amount and the Cash Value on the Monthly Anniversary on or following our receipt of the request. You may allocate the amount of decrease in Cash Value plus any applicable surrender charge and fees among the Investment Funds and the General Account. If no allocation is specified, then the decrease in Cash Value and any applicable surrender charge and fees will be allocated among the Investment Funds and the General Account in the same proportion that the Policy's Cash Value in each Investment Fund and the General Account bears to the total Cash Value of the Policy, less the Cash Value in the Loan Account, on the date the request for Pro-Rata Surrender is received. A Pro-Rata Surrender cannot be processed if it will reduce the Face Amount below the minimum Face Amount of the Policy. No Pro-Rata Surrender will be processed for more Cash Surrender Value than is available on the date of the Pro-Rata Surrender. A cash payment will be made to you for the amount of Cash Value reduction less any applicable surrender charges and fees. Pro-Rata Surrenders may affect the way in which the cost of insurance charge is calculated and the amount of the pure insurance protection afforded under the Policy. Full Surrenders To effect a full surrender, either the Policy must be returned to us along with the request, or the request must be accompanied by a completed affidavit of loss, which is available from us. Upon surrender, we will pay the Cash Surrender Value to you in a single sum. We will determine the Cash Surrender Value as of the date that we receive your written request at our Service Office. If the request is received on a Monthly Anniversary, the monthly deduction otherwise deductible will be included in the amount paid. Coverage under a Policy will terminate as of the date of surrender. The Insured must be living at the time of a surrender. A surrender may have Federal income tax consequences. 8. OTHER INFORMATION Cova Cova Financial Services Life Insurance Company (Cova) was incorporated on August 17, 1981, as Assurance Life Company, a Missouri corporation, and changed its name to Xerox Financial Services Life Insurance Company in 1985. On June 1, 1995, a wholly-owned subsidiary of General American Life Insurance Company (General American Life) purchased Cova, which on that date changed its name to Cova Financial Services Life Insurance Company. On August 26, 1999, it was announced that The Metropolitan Life Insurance Company would purchase General American Life. Metropolitan Life is one of the country's oldest and most financially sound life insurance organizations. Cova is licensed to do business in the District of Columbia and all states except for California, Maine, New Hampshire, New York and Vermont. Distribution Cova Life Sales Company (Life Sales), One Tower Lane, Suite 3000, Oakbrook Terrace, Illinois 60181-4644, acts as the distributor of the Policies. Life Sales is our affiliate. Commissions will be paid to broker-dealers who sell the Policies. Currently, broker-dealers will be paid first-year commissions equal up to 90% of Target Premium and 4.0% of excess premiums paid in Policy year 1. In renewal years, the commissions will equal up to 5.0% of premiums paid in Policy years 2-10 and 2.0% in Policy years 11 and beyond. In addition, broker-dealers will receive annually, asset-based compensation equal up to .25% of Cash Value for all Policy years beginning the 13th month. Sometimes, Cova enters into an agreement with the broker-dealer to pay the broker-dealer persistency bonuses in addition to the standard commission. Year 2000 We have developed and initiated plans to assure that our computer systems will function properly in the year 2000 and later years. These efforts have included receiving assurances from outside service providers that their computer systems will also function properly in this context. Included within these plans are the computer systems of the advisers and sub-advisers of the various Investment Funds underlying the Separate Account. Although an assessment of the total cost of implementing these plans has not been completed, the total amounts to be expended are not expected to have a material effect on our financial position or results of operations. We believe that we have taken all reasonable steps to address these potential problems. There can be no guarantee, however, that the steps taken will be adequate to avoid any adverse impact. The Separate Account We established a separate account, Cova Variable Life Account One (Separate Account), to hold the assets that underlie the policies. The assets of the Separate Account are held in our name on behalf of the Separate Account and legally belong to us. However, those assets that underlie the Policies, are not chargeable with liabilities arising out of any other business we may conduct. All the income, gains and losses (realized or unrealized) resulting from those assets are credited to or against the Policies and not against any other policies we may issue. Suspension of Payments or Transfers We may be required to suspend or postpone any payments or transfers for any period when: 1) the New York Stock Exchange is closed (other than customary weekend and holiday closings); 2) trading on the New York Stock Exchange is restricted; 3) an emergency exists as a result of which disposal of shares of the Investment Funds is not reasonably practicable or we cannot reasonably value the shares of the Investment Funds; 4) during any other period when the Securities and Exchange Commission, by order, so permits for the protection of owners. We may defer the portion of any transfer, amount payable or surrender, or Policy Loan from the General Account for not more than 6 months. Ownership Owner. The Insured is the Owner of the Policy unless another person or entity is shown as the Owner in the application. The Owner is entitled to all rights provided by the Policy. If there is more than one Owner at a given time, all Owners must exercise the rights of ownership by joint action. If the Owner dies, and the Owner is not the Insured, the Owner's interest in the Policy becomes the property of his or her estate unless otherwise provided. Unless otherwise provided, the Policy is jointly owned by all Owners named in the Policy or by the survivors of those joint owners. Unless otherwise stated in the Policy, the final Owner is the estate of the last joint Owner to die. Beneficiary. The Beneficiary is the person(s) or entity you name to receive any death proceeds. The Beneficiary is named at the time the Policy is issued unless changed at a later date. You can name a contingent Beneficiary prior to the death of the Insured. Unless an irrevocable Beneficiary has been named, you can change the Beneficiary at any time before the Insured dies. If there is an irrevocable Beneficiary, all Policy changes except premium allocations and transfers require the consent of the Beneficiary. Primary and contingent Beneficiaries are as named in the application, unless you make a change. To change a Beneficiary, you must submit a written request to us. We may require the Policy to record the change. The request will take effect when signed, subject to any action we may take before receiving it. One or more irrevocable Beneficiaries may be named. If a Beneficiary is a minor, we will make payment to the guardian of his or her estate. We may require proof of age of any Beneficiary. Proceeds payable to a Beneficiary will be free from the claims of creditors, to the extent allowed by law. Assignment. You can assign the Policy. A copy of any assignment must be filed with our Service Office. We are not responsible for the validity of any assignment. If you assign the Policy, your rights and those of any revocably-named person will be subject to the assignment. An assignment will not affect any payments we may make or actions we may take before such assignment has been recorded at our Service Office. This may be a taxable event. You should consult a tax adviser if you wish to assign the Policy. Adjustment of Charges The Policy is available for purchase by individuals, corporations, and other institutions. For certain individuals and certain corporate or other groups or sponsored arrangements purchasing one or more policies, we may waive or adjust the amount of the sales charge, contingent deferred sales charge, monthly administrative charge, or other charges where the expenses associated with the sale of the Policy or policies or the underwriting or other administrative costs associated with the Policy or policies warrant an adjustment. Sales, underwriting, or other administrative expenses may be reduced for reasons such as expected economies resulting from a corporate purchase or a group or sponsored arrangement; from the amount of the initial premium payment or payments; or from the amount of projected premium payments. We will determine in our discretion if, and in what amount, an adjustment is appropriate. We may modify the criteria for qualification for adjustment of charges as experience is gained, subject to the limitation that such adjustments will not be unfairly discriminatory against the interests of any owner. PART II Executive Officers and Directors Our directors and executive officers and their principal occupations for the past 5 years are as follows: Name of Principal Officers Principal Occupations During the Past Five Years - ------------------------------------------------------------------------------------------------------------------- John W. Barber*** Director of Cova, First Cova Life Insurance Company (FCLIC) and Cova Financial Life Insurance Company (CFLIC) - June, 1995 to present; Vice President and Controller of General American - December, 1984 to present; President and Director of Equity Intermediary Company - October, 1988 to present. William P. Boscow* Vice President of Cova and CFLIC - 1996 to present; Senior Vice President of Cova Life Management Company (CLMC), February, 1999 to present; First Vice President of CLMC, 1996 - January, 1999. Constance A. Doern**** Vice President of Cova and CFLIC - 1997 to present, prior thereto Assistant Vice President from 1990 to 1996; Vice President of FCLIC - 1997 to present, prior thereto Assistant Vice President from 1993 to 1996; Vice President of J&H/KVI - 1989 to 1998; Vice President of Cova Life Administration Services Company (CLASC) - 1998 to present. Patricia E. Gubbe* Vice President of Cova and CFLIC - 1989 to present; Vice President of FCLIC - 1992 to present; First Vice President of CLMC - 1996 to present, prior thereto Vice President from 1989 to 1996; President and Chief Compliance Officer of CLSC from February, 1999 to present; Vice President and Chief Compliance Officer of CLSC - 1989 to January, 1999. Philip A. Haley* Executive Vice President of Cova, CFLIC and FCLIC - May 1997 to present; Vice President of Cova and CFLIC - 1990 to 1997; Vice President of FCLIC - 1992 to present; Vice President of CLSC - 1991 to present; Senior Vice President of CLMC - 1996 to present, prior thereto Vice President from 1989 to 1996. J. Robert Hopson* Vice President, Chief Actuary and Director of Cova and CFLIC - 1991 to present; Vice President, Chief Actuary and Director of FCLIC - 1992 to present; Senior Vice President, Chief Actuary and Director of CLMC - 1996 to present, prior thereto Vice President and Director from 1993 to 1996 and Vice President from 1991 to 1993. E. Thomas Hughes, Jr.** Treasurer and Director of Cova and CFLIC - June, 1995 to present; Treasurer of FCLIC - June, 1995 to present; Corporate Actuary and Treasurer of General American - October, 1994 to present. Formerly, Executive Vice President - Group Pensions General American - March, 1990 to October, 1994. In addition to the Cova companies, Director of the following General American subsidiary companies: Paragon Life Insurance Company and RGA Reinsurance Company - October, 1994 to present. Treasurer of the following General American subsidiary companies: Paragon Life Insurance Company, General Life Insurance Company of America, General Life Insurance Company, General American Holding Company, Red Oak Realty Company, Gen Mark Incorporated, Walnut Street Securities, Inc., Walnut Street Advisers Inc., White Oak Royalty Company, Walnut Street Funds, Inc. and RGA Reinsurance Company - October, 1994 to present. Douglas E. Jacobs* Vice President of Cova, CFLIC and CLMC - 1985 to present. Lisa O. Kirchner**** Vice President of Cova - 1997 to present, prior thereto Assistant Vice President from 1990 to 1996; Vice President of CFLIC - 1997 to present, prior thereto Assistant Vice President from 1988 to 1996; Vice President of FCLIC - 1997 to present, prior thereto Assistant Vice President from 1993 to 1996; Vice President of J&H/KVI - 1985 to 1998; Vice President of CLASC - 1998 to present. Richard A. Liddy** Chairman of the Board of Directors of Cova, CFLIC, FCLIC, CLMC, Advisory and Cova Investment Allocation Corporation (Allocation) - April, 1997 to present; Chairman of the Board, President and Chief Executive Officer of General American - May, 1992 to present; Mr. Liddy also holds various positions with the General American subsidiaries as follows: Chairman of the Board and President of General American Mutual Holding Company, GenAmerica Corporation and General American Holding Company; Chairman of the Board of Security Equity Life Insurance Company, Conning Corporation, The Walnut Street Funds, Inc., General American Capital Company, Reinsurance Group of America, Inc., RGA Life Reinsurance Company of Canada and RGA Reinsurance Company. William C. Mair* Vice President and Director of Cova, CFLIC and FCLIC from 1995 to present; Vice President, Controller and Director of Cova from 1995 to 1998, prior thereto Vice President, Controller, Treasurer and Director. Vice President, Controller and Director of CFLIC from 1995 to 1998, prior thereto Vice President, Controller, Treasurer and Director; Director of FCLIC from 1993 to present; Vice President, Controller and Director of FCLIC from 1992 to 1998; Secretary of FCLIC from 1992 to 1995; Vice President, Treasurer, Controller and Director of Advisory - 1993 to present; Vice President, Treasurer, Controller and Director of Allocation - 1994 to present; Director of CLSC - 1992 to present; Senior Vice President, Treasurer, Controller and Director of CLMC - 1989 to present; Vice President, Treasurer, Controller, Chief Financial Officer, Chief Accounting Officer and Trustee of Cova Series Trust - 1996 to present. Matthew P. McCauley** Assistant Secretary and Director of Cova, CFLIC and FCLIC - June, 1995 to present; Associate General Counsel and Vice President of General American - 1973 to present; also, Director, Vice President, General Counsel and Secretary for several other General American subsidiaries, including Equity Intermediary Company, Red Oak Realty Company, and White Oak Royalty Company; General American Holding Company and Paragon Life Insurance Company. General Counsel and Secretary, Reinsurance Group of America, Incorporated. Director and Secretary, General American Capital Company. General Counsel and Secretary, Conning Corporation. General Counsel, Conning Asset Management Company. Director of RGA Reinsurance Company and Walnut Street Securities, Inc. Secretary to the Walnut Street Funds, Inc. Mark E. Reynolds* Executive Vice President and Director of Cova and CFLIC - May, 1997 to present; Executive Vice President, Chief Financial Officer and Director of FCLIC - May, 1997 to present; Executive Vice President of CLMC - May, 1997 to present; Executive Vice President and Director of Advisory - December, 1996 to present; Executive Vice President and Director of Allocation - December, 1996 to present. Myron H. Sandberg* Vice President of Cova and CFLIC - 1985 to present; Vice President of CLMC - 1989 to present. John W. Schaus* Vice President of Cova and CFLIC - 1988 to present; First Vice President of CLMC from January, 1999 to present; prior thereto, Vice President of CLMC - 1989 to 1998. Bernard J. Spaulding* Senior Vice President and General Counsel of Cova, CFLIC, FCLIC and CLMC since March, 1999; Secretary of Cova, CFLIC, FCLIC and CLMC since July 1999. Lorry J. Stensrud* President and Director of Cova, CFLIC, FCLIC and CLMC from June, 1995 to present, prior thereto Executive Vice President; President and Director of Advisory from 1993 to present; President and Director of Allocation from 1994 to present. Director of CLSC from 1989 to present; President, Chief Executive Officer and Trustee of Cova Series Trust - 1996 to present. Joann T. Tanaka* Senior Vice President of Cova and CFLIC - January 1999 to present; prior thereto, Vice President of Cova and CFLIC from July, 1998 to December, 1998; Senior Vice President, Conning Asset Management, General American - June, 1987 to June, 1998; Director of Cova, CFLIC and FCLIC since September 1999. Peter L. Witkewiz* Vice President and Controller of Cova, CFLIC and FCLIC - July, 1998 to present; Vice President of Cova, CFLIC and FCLIC - 1993 to June, 1998. * Business Address: Cova, One Tower Lane, Suite 3000, Oakbrook Terrace, IL 60181 ** Business Address: General American, 700 S. Market Street, St. Louis, MO 63101 *** Business Address: General American, 13045 Tesson Ferry Road, St. Louis, MO 63128 **** Business Address: Cova Life Administration Services Company, 4700 Westown Parkway, Bldg. 4, Suite 200, West Des Moines, IA 50266 Voting In accordance with our view of present applicable law, we will vote the shares of the Investment Funds at special meetings of shareholders in accordance with instructions received from owners having a voting interest. We will vote shares for which we have not received instructions in the same proportion as we vote shares for which we have received instructions. We will vote shares we own in the same proportion as we vote shares for which we have received instructions. The funds do not hold regular meetings of shareholders. If the Investment Company Act of 1940 or any regulation thereunder should be amended or if the present interpretation thereof should change, and as a result we determine that we are permitted to vote the shares of the funds in our own right, we may elect to do so. The voting interests of the Owner in the funds will be determined as follows: Owners may cast one vote for each $100 of Account Value of a Policy which is allocated to an investment fund on the record date. Fractional votes are counted. The number of shares which a person has a right to vote will be determined as of the date to be chosen by us not more than sixty (60) days prior to the meeting of the fund. Voting instructions will be solicited by written communication at least fourteen (14) days prior to such meeting. Each Owner having such a voting interest will receive periodic reports relating to the Investment Funds in which he or she has an interest, proxy material and a form with which to give such voting instructions. Disregard of Voting Instructions We may, when required to do so by state insurance authorities, vote shares of the funds without regard to instructions from owners if such instructions would require the shares to be voted to cause an Investment Fund to make, or refrain from making, investments which would result in changes in the sub-classification or investment objectives of the investment fund. We may also disapprove changes in the investment Policy initiated by owners or trustees/directors of the funds, if such disapproval is reasonable and is based on a good faith determination by us that the change would violate state or federal law or the change would not be consistent with the investment objectives of the Investment Funds or which varies from the general quality and nature of investments and investment techniques used by other funds with similar investment objectives underlying other variable contracts offered by us or of an affiliated company. In the event we disregard voting instructions, a summary of this action and the reasons for such action will be included in the next annual report to owners. Legal Opinions Blazzard, Grodd & Hasenauer, P.C., Westport, Connecticut has provided advice on certain matters relating to the federal securities and income tax laws in connection with the policies. Our Right to Contest We cannot contest the validity of the Policy except in the case of fraud after it has been in effect during the Insured's lifetime for two years. If the Policy is reinstated, the two-year period is measured from the date of reinstatement. In addition, if the Insured commits suicide in the two-year period, or such period as specified in state law, the benefit payable will be limited to premiums paid less Indebtedness and less any surrenders. We also have the right to adjust any benefits under the Policy if the answers in the application regarding the use of tobacco are not correct. Additional Benefits Subject to certain requirements, one or more of the following additional insurance benefits may be added to a Policy by rider. The descriptions below are intended to be general; the terms of the Policy riders providing the additional benefits may vary from state to state, and the Policy rider should be consulted. In addition, certain riders may not be available in your state. The cost of any additional riders will be determined in accordance with the rider and shown on the specifications page of your Policy. (See Expenses - Charge for Additional Benefit Riders.) Certain restrictions may apply and are described in the applicable rider. Accelerated Benefit Rider - This rider provides a benefit to the Owner if the Insured becomes terminally ill and is not expected to live more then twelve months. The Owner may receive 25%, 50% or 75% (but no more than $250,000) of the eligible proceeds in a lump sum. "Eligible proceeds" means the death benefit that would have been payable had the Insured died on the date the rider is exercised. Anniversary Partial Withdrawal Rider - This rider allows the Owner to withdraw up to 15% of the Policy's Cash Surrender Value on any Policy Anniversary without reducing the Face Amount. A contingent deferred sales charge will still apply. Guaranteed Survivor Purchase Option (GSPO-Plus) - This rider grants the Policy Owner or the Insured's Beneficiary the option to purchase, upon the death of the Insured, on the 10th anniversary of the rider, and on the rider anniversary nearest the Designated Life's 65th birthday, a specified amount of additional insurance coverage on the Designated Life (or Lives) without furnishing evidence of insurability. Lifetime Coverage Rider - This rider provides the continuation of the Policy's Face Amount beyond age 100, provided the Policy remains in force to age 100 with a positive Cash Surrender Value. If the Policy is in force after the Insured's Attained Age 100, the death benefit will be the greater of the Face Amount or 101% of the Cash Value. Secondary Guarantee Rider - This rider guarantees that if, during the secondary guarantee period, the sum of all premiums paid on the Policy, reduced by any partial withdrawals and any outstanding loan balance, is greater than or equal to the sum of the secondary guarantee premiums required since the Issue Date, the Policy will not lapse as a result of a Cash Value less any loans, loan interest due, and any surrender charge being insufficient to pay the monthly deduction. The secondary guarantee period is the lesser of twenty Policy years, or the number of Policy years until the Insured reaches Attained Age 70. For Policies issued after Attained Age 60, the secondary guarantee period is ten Policy years. Supplemental Coverage Term Rider - This rider provides level term insurance on the life of the Insured under the base policy. It can be added only at issue. It cannot be increased or added to an existing Policy. Waiver of Monthly Deduction Rider - This rider provides for the waiver of the monthly deductions while the Insured is totally disabled, subject to certain limitations described in the rider. The Insured must have become disabled after age 5 and before age 65. Waiver of Specified Premium Rider - This rider provides for crediting the Policy's Cash Value with a specified monthly premium while the Insured is totally disabled. The monthly premium selected at issue is not guaranteed to keep the Policy in force. The Insured must have become disabled after age 5 and before age 65. Federal Tax Status NOTE: The following description is based upon our understanding of current federal income tax law applicable to life insurance in general. We cannot predict the probability that any changes in such laws will be made. Purchasers are cautioned to seek competent tax advice regarding the possibility of such changes. Section 7702 of the Internal Revenue Code of 1986, as amended ("Code"), defines the term "life insurance contract" for purposes of the Code. We believe that the Policies to be issued will qualify as "life insurance contracts" under section 7702. We do not guarantee the tax status of the Policies. Purchasers bear the complete risk that the policies may not be treated as "life insurance" under federal income tax laws. Purchasers should consult their own tax advisers. It should be further understood that the following discussion is not exhaustive and that special rules not described in this prospectus may be applicable in certain situations. Introduction. The discussion contained herein is general in nature and is not intended as tax advice. Each person concerned should consult a competent tax adviser. No attempt is made to consider any applicable state or other tax laws. Moreover, the discussion herein is based upon our understanding of current federal income tax laws as they are currently interpreted. No representation is made regarding the likelihood of continuation of those current federal income tax laws or of the current interpretations by the Internal Revenue Service. We are taxed as a life insurance company under the Code. For federal income tax purposes, the Separate Account is not a separate entity from us and its operations form a part of us. Diversification. Section 817(h) of the Code imposes certain diversification standards on the underlying assets of variable life insurance policies. The Code provides that a variable life insurance Policy will not be treated as life insurance for any period (and any subsequent period) for which the investments are not, in accordance with regulations prescribed by the United States Treasury Department ("Treasury Department"), adequately diversified. Disqualification of the Policy as a life insurance contract would result in imposition of federal income tax to the owner with respect to earnings allocable to the Policy prior to the receipt of payments under the Policy. The Code contains a safe harbor provision which provides that life insurance policies, such as these policies, will meet the diversification requirements if, as of the close of each quarter, the underlying assets meet the diversification standards for a regulated investment company and no more than fifty-five (55%) percent of the total assets consist of cash, cash items, U.S. Government securities and securities of other regulated investment companies. There is an exception for securities issued by the U.S. Treasury in connection with variable life insurance policies. On March 2, 1989, the Treasury Department issued regulations (Treas. Reg. Section 1.817-5), which established diversification requirements for the investment funds underlying variable contracts such as the Policies. 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 fund will be deemed adequately diversified if: (i) no more than 55% of the value of the total assets of the fund is represented by any one investment; (ii) no more than 70% of the value of the total assets of the fund is represented by any two investments; (iii) no more than 80% of the value of the total assets of the fund is represented by any three investments; and (iv) no more than 90% of the value of the total assets of the fund is represented by any four investments. For purposes of these regulations, all securities of the same issuer are treated as a single investment. The Code provides that, for purposes of determining whether or not the diversification standards imposed on the underlying assets of variable contracts by Section 817(h) of the Code have been met, "each United States government agency or instrumentality shall be treated as a separate issuer." We intend that each Investment Fund underlying the Policies will be managed by the managers in such a manner as to comply with these diversification requirements. The Treasury Department has indicated that the diversification regulations do not provide guidance regarding the circumstances in which owner control of the investments of the Separate Account will cause the owner to be treated as the owner of the assets of the Separate Account, thereby resulting in the loss of favorable tax treatment for the Policy. At this time it cannot be determined whether additional guidance will be provided and what standards may be contained in such guidance. The amount of owner control which may be exercised under the Policy is different in some respects from the situations addressed in published rulings issued by the Internal Revenue Service in which it was held that the Policyowner was not the owner of the assets of the separate account. It is unknown whether these differences, such as the owner's ability to transfer among investment choices or the number and type of investment choices available, would cause the owner to be considered the owner of the assets of the Separate Account. In the event any forthcoming guidance or ruling is considered to set forth a new position, such guidance or ruling will generally be applied only prospectively. However, if such ruling or guidance was not considered to set forth a new position, it may be applied retroactively resulting in you being retroactively determined to be the owner of the assets of the Separate Account. Due to the uncertainty in this area, we reserve the right to modify the Policy in an attempt to maintain favorable tax treatment. Tax Treatment of the Policy. The Policy has been designed to comply with the definition of life insurance contained in Section 7702 of the Code. Although some interim guidance has been provided and proposed regulations have been issued, final regulations have not been adopted. Section 7702 of the Code requires the use of reasonable mortality and other expense charges. In establishing these charges, we have relied on the interim guidance provided in IRS Notice 88-128 and proposed regulations issued on July 5, 1991. Currently, there is even less guidance as to a Policy issued on a substandard risk basis and thus it is even less clear whether a Policy issued on such basis would meet the requirements of Section 7702 of the Code. While we have attempted to comply with Section 7702, the law in this area is very complex and unclear. There is a risk, therefore, that the Internal Revenue Service will not concur with our interpretations of Section 7702 that were made in determining such compliance. In the event the Policy is determined not to so comply, it would not qualify for the favorable tax treatment usually accorded life insurance policies. You should consult your own tax advisers with respect to the tax consequences of purchasing the Policy. Policy Proceeds. The tax treatment accorded to loan proceeds and/or surrender payments from the policies will depend on whether the Policy is considered to be a MEC. (See "Tax Treatment of Loans and Surrenders.") Otherwise, we believe that the Policy should receive the same federal income tax treatment as any other type of life insurance. As such, the death benefit thereunder is excludable from the gross income of the Beneficiary under Section 101(a) of the Code. Also, you are not deemed to be in constructive receipt of the Cash Surrender Value, including increments thereon, under a Policy until there is a distribution of such amounts. Federal, state and local estate, inheritance and other tax consequences of ownership, or receipt of Policy proceeds, depend on the circumstances of each owner or Beneficiary. Tax Treatment of Loans And Surrenders. Section 7702A of the Code sets forth the rules for determining when a life insurance Policy will be deemed to be a MEC. A MEC is a contract which is entered into or materially changed on or after June 21, 1988 and fails to meet the 7-pay test. A Policy fails to meet the 7-pay test when the cumulative amount paid under the Policy at any time during the first 7 Policy years exceeds the sum of the net level premiums which would have been paid on or before such time if the Policy provided for paid-up future benefits after the payment of seven (7) level annual premiums. A material change would include any increase in the future benefits or addition of qualified additional benefits provided under a Policy unless the increase is attributable to: (1) the payment of premiums necessary to fund the lowest death benefit and qualified additional benefits payable in the first seven Policy years; or (2) the crediting of interest or other earnings with respect to such premiums. Furthermore, any Policy received in exchange for a Policy classified as a MEC will be treated as a MEC regardless of whether it meets the 7-pay test. However, an exchange under Section 1035 of the Code of a life insurance Policy entered into before June 21, 1988 for the Policy will not cause the Policy to be treated as a MEC if no additional premiums are paid. Due to the flexible premium nature of the Policy, the determination of whether it qualifies for treatment as a MEC depends on the individual circumstances of each Policy. If the Policy is classified as a MEC, then surrenders and/or loan proceeds are taxable to the extent of income in the Policy. Such distributions are deemed to be on a last-in, first-out basis, which means the taxable income is distributed first. Loan proceeds and/or surrender payments, including those resulting from the lapse of the Policy, may also be subject to an additional 10% federal income tax penalty applied to the income portion of such distribution. The penalty shall not apply, however, to any distributions: (1) made on or after the date on which the taxpayer reaches age 59 1/2; (2) which is attributable to the taxpayer becoming disabled (within the meaning of Section 72(m)(7) of the Code); or (3) which is part of a series of substantially equal periodic payments made not less frequently than annually for the life (or life expectancy) of the taxpayer or the joint lives (or joint life expectancies) of such taxpayer and his Beneficiary. If a Policy is not classified as a MEC, then any surrenders shall be treated first as a recovery of the investment in the Policy which would not be received as taxable income. However, if a distribution is the result of a reduction in benefits under the Policy within the first fifteen years after the Policy is issued in order to comply with Section 7702, such distribution will, under rules set forth in Section 7702, be taxed as ordinary income to the extent of income in the Policy. Any loans from a Policy which is not classified as a MEC, will be treated as Indebtedness of the owner and not a distribution. Upon complete surrender, if the amount received plus loan Indebtedness exceeds the total premiums paid that are not treated as previously surrendered by the Policy owner, the excess generally will be treated as ordinary income. Personal interest payable on a loan under a Policy owned by an individual is generally not deductible. Furthermore, no deduction will be allowed for interest on loans under policies covering the life of any employee or officer of the taxpayer or any person financially interested in the business carried on by the taxpayer to the extent the Indebtedness for such employee, officer or financially interested person exceeds $50,000. The deductibility of interest payable on Policy loans may be subject to further rules and limitations under Sections 163 and 264 of the Code. Policyowners should seek competent tax advice on the tax consequences of taking loans, distributions, exchanging or surrendering any Policy. Multiple Policies. The Code further provides that multiple MECs that are issued within a calendar year period to the same owner by one company or its affiliates are treated as one MEC for purposes of determining the taxable portion of any loans or distributions. Such treatment may result in adverse tax consequences including more rapid taxation of the loans or distributed amounts from such combination of policies. You should consult a tax adviser prior to purchasing more than one MEC in any calendar year period. Tax Treatment of Assignments. An assignment of a Policy or the change of ownership of a Policy may be a taxable event. You should therefore consult a competent tax adviser should you wish to assign or change the owner of your Policy. Qualified Plans. The Policies may be used in conjunction with certain Qualified Plans. Because the rules governing such use are complex, you should not do so until you have consulted a competent Qualified Plans consultant. Income Tax Withholding. All distributions or the portion thereof which is includible in gross income of the Policy owner are subject to federal income tax withholding. However, in most cases you may elect not to have taxes withheld. You may be required to pay penalties under the estimated tax rules, if withholding and estimated tax payments are insufficient. Reports to Owners Each year a report will be sent to you which shows the current Policy values, premiums paid and deductions made since the last report, and any outstanding loans. Legal Proceedings There are no legal proceedings to which the Separate Account or the Distributor is a party or to which the assets of the Separate Account are subject. We are not involved in any litigation that is of material importance in relation to its total assets or that relates to the Separate Account. Experts The consolidated balance sheets of the Company as of December 31, 1998 and 1997, and the related statements of income, shareholder's equity, and cash flows for each of the years in the three-year period ended December 31, 1998, and the statement of assets and liabilities of the Separate Account as of December 31, 1998, and the related statements of operations and changes in net assets for the period from commencement of operations through December 31, 1998, have been included herein in reliance upon the reports of KPMG LLP, independent certified public accountants, appearing elsewhere herein, and upon authority of said firm as experts in accounting and auditing. Financial Statements Financial statements of the Separate Account and of the Company are provided below. COVA VARIABLE LIFE ACCOUNT ONE Statement of Assets and Liabilities June 30, 1999 Unaudited Assets: Investments: Cova Series Trust (Trust): Lord Abbett Growth and Income Portfolio 65,963 shares at a net asset value of $23.682058 per share $ 1,562,148 Bond Debenture Portfolio 26,357 shares at a net asset value of $12.503713 per share 329,557 Developing Growth Portfolio 17,840 shares at a net asset value of $13.012586 per share 232,142 Large Cap Research Portfolio 22,979 shares at a net asset value of $13.570827 per share 311,844 Mid-Cap Value Portfolio 19,097 shares at a net asset value of $11.802264 per share 225,387 Quality Bond Portfolio 7,725 shares at a net asset value of $10.786856 per share 83,326 Small Cap Stock Portfolio 11,804 shares at a net asset value of $12.704940 per share 149,967 Large Cap Stock Portfolio 37,273 shares at a net asset value of $20.430631 per share 761,505 Select Equity Portfolio 49,054 shares at a net asset value of $17.903279 per share 878,222 International Equity Portfolio 8,130 shares at a net asset value of $13.590555 per share 110,488 AIM Variable Insurance Funds, Inc. (AIM): AIM V.I. Value Fund 409 shares at a net asset value of $30.04 per share 12,290 General American Capital Company (GACC): Money Market Fund 28,934 shares at a net asset value of $19.715236 per share 570,433 ---------------- Total assets $ 5,227,309 ================ Net Assets: Accumulation units: Trust Lord Abbett Growth and Income 127,551 accumulation units at $12.247286 per unit $ 1,562,148 Trust Bond Debenture 31,798 accumulation units at $10.364187 per unit 329,557 Trust Developing Growth 20,348 accumulation units at $11.408624 per unit 232,142 Trust Large Cap Research 25,056 accumulation units at $12.445852 per unit 311,844 Trust Mid-Cap Value 21,102 accumulation units at $10.680636 per unit 225,387 Trust Quality Bond 7,943 accumulation units at $10.491108 per unit 83,326 Trust Small Cap Stock 15,907 accumulation units at $9.427602 per unit 149,967 Trust Large Cap Stock 55,638 accumulation units at $13.686681 per unit 761,505 Trust Select Equity 68,690 accumulation units at $12.785358 per unit 878,222 Trust International Equity 9,898 accumulation units at $11.162725 per unit 110,488 AIM V.I. Value 1,185 accumulation units at $10.372932 per unit 12,290 GACC Money Market 53,207 accumulation units at $10.720997 per unit 570,433 ---------------- Net assets $ 5,227,309 ================ See accompanying notes to financial statements. COVA VARIABLE LIFE ACCOUNT ONE Statement of Operations Six months ended June 30, 1999 Unaudited Trust ------------------------------------------------------------------------------------------ Lord Abbett Large Small Growth and Bond Developing Cap Mid-Cap Quality Cap Income (1) Debenture Growth Research Value Bond Stock ------------- ----------- ------------ ----------- ---------- ----------- --------- Investment income: Dividends $ - - - - - - - ------------- ----------- ------------ ----------- ---------- ----------- --------- Net realized gain (loss) on investments: Realized gain (loss) on sale of portfolio shares 542 50 1,275 1,240 1,713 (1,132) 796 Realized gain distributions - - - - - - - ------------- ----------- ------------ ----------- ---------- ----------- --------- Net realized gain (loss) 542 50 1,275 1,240 1,713 (1,132) 796 ------------- ----------- ------------ ----------- ---------- ----------- --------- Change in unrealized appreciation 115,197 1,389 25,288 22,877 20,448 (1,506) 7,758 ------------- ----------- ------------ ----------- ---------- ----------- --------- Net increase (decrease) in net assets from operations $ 115,739 1,439 26,563 24,117 22,161 (2,638) 8,554 ============= =========== ============ =========== ========== =========== ========= (1) Sub-account commenced operations on January 8, 1999. COVA VARIABLE LIFE ACCOUNT ONE Statement of Operations Six months ended June 30, 1999 Unaudited Trust AIM GACC Lord Abbett ----------------------------------- ------------- ---------- ----------- Large Growth Cap Select International Money and Stock Equity Equity V.I. Value (2) Market Income (3) Total --------- ---------- ------------ ------------- ---------- ---------- ----------- Investment income: Dividends $ - - - - - - - --------- ---------- ------------ ------------- ---------- ---------- ----------- Net realized gain (loss) on investments: Realized gain (loss) on sale of portfolio shares 4,894 5,003 1,251 - 15,104 56,187 86,923 Realized gain distributions - - - - - - - --------- ---------- ------------ ------------- ---------- ---------- ----------- Net realized gain (loss) 4,894 5,003 1,251 - 15,104 56,187 86,923 --------- ---------- ------------ ------------- ---------- ---------- ----------- Change in unrealized appreciation 47,975 67,581 5,014 442 1,051 (25,472) 288,042 --------- ---------- ------------ ------------- ---------- ---------- ----------- Net increase (decrease) in net assets from operations $ 52,869 72,584 6,265 442 16,155 30,715 374,965 ========= ========== ============ ============= ========== ========== =========== (2) Sub-account commenced operations on May 3, 1999. (3) Sub-account ceased operations on January 8, 1999. See accompanying notes to financial statements. COVA VARIABLE LIFE ACCOUNT ONE Statement of Changes in Net Assets Six months ended June 30, 1999 Unaudited Trust ------------------------------------------------------------------------------------------ Lord Abbett Large Small Growth and Bond Developing Cap Mid-Cap Quality Cap Income (1) Debenture Growth Research Value Bond Stock ------------- ----------- ------------ ----------- ---------- ----------- --------- Increase (decrease) in net assets from operations: Investment income $ - - - - - - - Net realized gain (loss) 542 50 1,275 1,240 1,713 (1,132) 796 Change in unrealized appreciation 115,197 1,389 25,288 22,877 20,448 (1,506) 7,758 Net increase (decrease) from ------------- ----------- ------------ ----------- ---------- ----------- --------- operations 115,739 1,439 26,563 24,117 22,161 (2,638) 8,554 ------------- ----------- ------------ ----------- ---------- ----------- --------- Contract transactions: Payments received from contract owners - - - - - - - Transfers between sub-accounts, net 1,460,484 164,750 73,001 161,512 44,485 (46,507) 21,512 Transfers for contract benefits, terminations and insurance charges (14,075) (2,822) (2,690) (3,086) (2,653) (1,435) (1,603) Net increase (decrease) in net assets from contract ------------- ----------- ------------ ----------- ---------- ----------- --------- transactions 1,446,409 161,928 70,311 158,426 41,832 (47,942) 19,909 ------------- ----------- ------------ ----------- ---------- ----------- --------- Net increase (decrease) in net assets 1,562,148 163,367 96,874 182,543 63,993 (50,580) 28,463 Net assets at beginning of period - 166,190 135,268 129,301 161,394 133,906 121,504 ------------- ----------- ------------ ----------- ---------- ----------- --------- Net assets as end of period $ 1,562,148 329,557 232,142 311,844 225,387 83,326 149,967 ============= =========== ============ =========== ========== =========== ========= (1) Sub-account commenced operations on January 8, 1999. COVA VARIABLE LIFE ACCOUNT ONE Statement of Changes in Net Assets Six months ended June 30, 1999 Unaudited Trust AIM GACC Lord Abbett ------------------------------------ ------------- ----------- ------------- Large Growth Cap Select International Money and Stock Equity Equity V.I. Value (2) Market Income (3) Total --------- ---------- ------------ ------------- ----------- ------------- --------- Increase (decrease) in net assets from operations: Investment income $ - - - - - - - Net realized gain (loss) 4,894 5,003 1,251 - 15,104 56,187 86,923 Change in unrealized appreciation 47,975 67,581 5,014 442 1,051 (25,472) 288,042 Net increase (decrease) from --------- ---------- ------------ ------------- ----------- ------------- --------- operations 52,869 72,584 6,265 442 16,155 30,715 374,965 --------- ---------- ------------ ------------- ----------- ------------- --------- Contract transactions: Payments received from contract owners - - - - 2,120,870 - 2,120,870 Transfers between sub-accounts, net 456,904 336,385 15,653 11,894 (2,000,991) (693,373) 5,709 Transfers for contract benefits, terminations and insurance charges (5,561) (8,474) (1,706) (46) (16,803) (253) (61,207) Net increase (decrease) in net assets from contract --------- ---------- ------------ ------------- ----------- ------------- --------- transactions 451,343 327,911 13,947 11,848 103,076 (693,626) 2,065,372 --------- ---------- ------------ ------------- ----------- ------------- --------- Net increase (decrease) in net assets 504,212 400,495 20,212 12,290 119,231 (662,911) 2,440,337 Net assets at beginning of period 257,293 477,727 90,276 - 451,202 662,911 2,786,972 --------- ---------- ------------ ------------- ----------- ------------- --------- Net assets as end of period $ 761,505 878,222 110,488 12,290 570,433 - 5,227,309 ========= ========== ============ ============= =========== ============= ========= (2) Sub-account commenced operations on May 3, 1999. (3) Sub-account ceased operations on January 8, 1999. See accompanying notes to financial statements. COVA VARIABLE LIFE ACCOUNT ONE Statement of Changes in Net Assets Period ended December 31, 1998 Trust ------------------------------------------------------------------------------------------ Large Small Large Bond Developing Cap Mid-Cap Quality Cap Cap Debenture Growth Research Value Bond Stock Stock ----------- ---------- ----------- ----------- ----------- ---------- ----------- Increase (decrease) in net assets from operations: Investment income $ 191 - 126 61 94 3 23 Net realized gain (loss) 74 (53) (59) (60) 8 334 543 Change in unrealized appreciation 5,181 21,898 11,811 12,587 255 18,574 44,695 Net increase (decrease) from ----------- ---------- ----------- ----------- ----------- ---------- ----------- operations 5,446 21,845 11,878 12,588 357 18,911 45,261 ----------- ---------- ----------- ----------- ----------- ---------- ----------- Contract transactions: Payments received from contract owners - - - - - - - Transfers between sub-accounts, net 161,726 115,070 119,413 150,800 133,943 105,943 216,611 Transfers for contract benefits, terminations and insurance charges (982) (1,647) (1,990) (1,994) (394) (3,350) (4,579) Net increase (decrease) in net assets from contract ----------- ---------- ----------- ----------- ----------- ---------- ----------- transactions 160,744 113,423 117,423 148,806 133,549 102,593 212,032 ----------- ---------- ----------- ----------- ----------- ---------- ----------- Net increase (decrease) in net assets 166,190 135,268 129,301 161,394 133,906 121,504 257,293 Net assets at beginning of period - - - - - - - ----------- ---------- ----------- ----------- ----------- ---------- ----------- Net assets as end of period $ 166,190 135,268 129,301 161,394 133,906 121,504 257,293 =========== ========== =========== =========== =========== ========== =========== COVA VARIABLE LIFE ACCOUNT ONE Statement of Changes in Net Assets Period ended December 31, 1998 Trust GACC Lord Abbett ----------------------------- ------------- -------------- Growth Select International Money and Equity Equity Market Income Total ------------- ------------- ------------- -------------- ------------- Increase (decrease) in net assets from operations: Investment income $ 25 652 - 8,782 9,957 Net realized gain (loss) 615 (109) 12,085 28,277 41,655 Change in unrealized appreciation 65,356 1,778 4,240 25,472 211,847 Net increase (decrease) from ------------- ------------- ------------- -------------- ------------- operations 65,996 2,321 16,325 62,531 263,459 ------------- ------------- ------------- -------------- ------------- Contract transactions: Payments received from contract owners - - 2,605,542 - 2,605,542 Transfers between sub-accounts, net 417,562 91,449 (2,120,328) 607,811 - Transfers for contract benefits, terminations and insurance charges (5,831) (3,494) (50,337) (7,431) (82,029) Net increase (decrease) in net assets from contract ------------- ------------- ------------- -------------- ------------- transactions 411,731 87,955 434,877 600,380 2,523,513 ------------- ------------- ------------- -------------- ------------- Net increase (decrease) in net assets 477,727 90,276 451,202 662,911 2,786,972 Net assets at beginning of period - - - - - ------------- ------------- ------------- -------------- ------------- Net assets as end of period $ 477,727 90,276 451,202 662,911 2,786,972 ============= ============= ============= ============== ============= See accompanying notes to financial statements. COVA VARIABLE LIFE ACCOUNT ONE Notes to Financial Statements June 30, 1999 Unaudited (1) Organization Cova Variable Life Account One (the Separate Account), a unit investment trust registered under the Investment Company Act of 1940 as amended, was established by Cova Financial Life Services Insurance Company (Cova) and exists in accordance with the regulations of the Missouri Department of Insurance. The Separate Account is a funding vehicle for variable life insurance policies issued by Cova. The Separate Account is divided into sub-accounts with the assets of each sub-account invested in corresponding portfolios of the following investment companies. Each investment company is a diversified, open-end, management investment company registered under the Investment Company Act of 1940 as amended. The sub-accounts available for investment may vary between variable life insurance policies offered for sale by Cova. Cova Series Trust (Trust) 10 portfolios AIM Variable Insurance Funds, Inc. (AIM) 2 portfolios General American Capital Company (GACC) 1 portfolio Templeton Variable Products Series Fund (Templeton) 5 portfolios On January 8, 1999, the Lord Abbett Growth and Income sub-account ceased operations and its assets were transferred to the Cova Series Trust Lord Abbett Growth and Income sub-account which commenced operations on January 8, 1999. The asset transfer was in accordance with a substitution order issued by the Securities and Exchange Commission. (2) Significant Accounting Policies (a) Investment Valuation Investments made in the portfolios of the investment companies are valued at the reported net asset value of such portfolios, which value their investment securities at fair value. The average cost method is used to compute the realized gains and losses on the sale of portfolio shares owned by the sub-accounts. Income from dividends and gains from realized capital gain distributions are recorded on the ex-distribution date. (b) Reinvestment of Distributions With the exception of the GACC Money Market Fund, dividends and gains from realized gain distributions are reinvested in additional shares of the portfolio. GACC follows the Federal income tax practice known as consent dividending, whereby substantially all of its net investment income and realized capital gains are deemed to pass through to the Separate Account. As a result, GACC does not distribute dividends and realized capital gains. During December of each year, the accumulated net investment income and realized capital gains of the GACC Money Market Fund are allocated to the Separate Account by increasing the cost basis and recognizing a gain in the Separate Account. (c) Federal Income Taxes The operations of the Separate Account are included in the federal income tax return of Cova which is taxed as a Life Insurance Company under the provisions of the Internal Revenue Code (IRC). Under current IRC provisions, Cova believes it will be treated as the owner of the Separate Account assets for federal income tax purposes and does not expect to incur federal income taxes on the earnings of the Separate Account to the extent the earnings are credited to the variable life policies. Based on this, no charge has been made to the Separate Account for federal income taxes. A charge may be made in future years for any federal income taxes that would be attributable to the variable life policies. COVA VARIABLE LIFE ACCOUNT ONE Notes to Financial Statements June 30, 1999 Unaudited (3) Contract Charges and Fees There are contract charges and fees associated with the variable life insurance policy that are deducted from the policy account value that reduce the return on investment. (a) Insurance Charges The insurance charges are: (1) mortality and expense risk, (2) administrative, (3) tax expense and (4) cost of insurance. These charges are deducted from the policy account value on a monthly basis. For the first 10 years, the mortality and expense charge is equal, on an annual basis, to 0.90% of the policy account value, 1/12 of which is deducted each month. In succeeding years, the mortality and expense charge is equal, on an annual basis, to 0.75% of the policy account value, 1/12 of which is deducted each month. The administrative charge is equal, on an annual basis, to 0.40% of the policy account value, 1/12 of which is deducted each month. During the six months ending June 30, 1999, mortality and expense risk and administrative charges of $26,947 were deducted from the policy values in the Separate Account. During the first 10 years, a tax expense charge is deducted. The tax expense charge is equal, on an annual basis, to 0.40% (0.15% for federal tax and 0.25% for premium tax) of the policy account value, 1/12 of which is deducted each month. Premium taxes range from 0% to 4% and the premium tax charge is assessed regardless of the owner's actual state or local jurisdiction. During the six months ending June 30, 1999, tax expense charges of $8,316 were deducted from the policy values in the Separate Account. The cost of insurance charge deducted each month from the policy account value depends upon the sex, age and rating classification of the insured and whether the initial premium is 100% of the maximum premium limit. During the six months ending June 30, 1999, cost of insurance charges of $13,924 were deducted from the policy values in the Separate Account. (b) Surrender Charges During the first 10 years, a surrender charge is deducted on withdrawals in excess of the annual withdrawal amount. The surrender charge is a percentage of the premium surrendered as follows: policy years 1-3 7.5% policy year 7 3.0% policy year 4 6.0% policy year 8 2.0% policy year 5 5.0% policy year 9 1.0% policy year 6 4.0% policy year 10+ 0.0% During the first 10 years, a deferred premium tax charge is deducted on premium surrendered. The deferred premium tax charge is a percentage of the premium surrendered as follows: policy year 1 2.25% policy year 6 1.00% policy year 2 2.00% policy year 7 0.75% policy year 3 1.75% policy year 8 0.50% policy year 4 1.50% policy year 9 0.25% policy year 5 1.25% policy year 10+ 0.00% COVA VARIABLE LIFE ACCOUNT ONE Notes to Financial Statements June 30, 1999 Unaudited (c) Contract Fees An annual contract maintenance fee of $30 is imposed on all variable life contracts with policy values less than $50,000 on their policy anniversary. This fee covers the cost of contract administration for the previous year and is prorated between the sub-accounts to which the policy value is allocated. Subject to certain restrictions, the contract owner may transfer all or a part of the accumulated value of the policy among the available sub-accounts of the Separate Account. If more than 12 transfers have been made in the policy year, a transfer fee of $25 per transfer or, if less, 2% of the amount transferred, will be deducted from the policy account value. Transfers made in a dollar cost averaging program are not subject to the transfer fee. COVA VARIABLE LIFE ACCOUNT ONE Notes to Financial Statements June 30, 1999 Unaudited (4) Cost Basis of Investments The cost basis of each sub-account's investment follows: Trust Lord Abbett Growth and Income $ 1,446,951 Trust Bond Debenture 322,987 Trust Developing Growth 184,956 Trust Large Cap Research 277,156 Trust Mid-Cap Value 192,352 Trust Quality Bond 84,577 Trust Small Cap Stock 123,635 Trust Large Cap Stock 668,835 Trust Select Equity 745,285 Trust International Equity 103,696 AIM V.I. Value 11,848 GACC Money Market 565,142 -------------- $ 4,727,420 ============== (5) Unit Fair Value A summary of accumulation unit values, net assets and total return for each sub-account follows: Accumulation Unit Value Net Assets (in thousands) Total Return Commenced -------------------------- ---------------------- ---------------------- Operations 6/30/99 12/31/98 6/30/99 12/31/98 1999 1998 ------------ ----------- ------------- ---------- ---------- ----------- --------- Trust Lord Abbett Growth and Income 1/8/99 $12.247286 $1,562 9.61% Trust Bond Debenture 4/13/98 10.364187 10.262336 330 166 0.99% 0.78% Trust Developing Growth 4/16/98 11.408624 9.855135 232 135 15.76% -5.41% Trust Large Cap Research 5/4/98 12.445852 10.972618 312 129 13.43% 4.31% Trust Mid-Cap Value 3/23/98 10.680636 9.576906 225 161 11.52% -6.17% Trust Quality Bond 4/13/98 10.491108 10.717509 83 134 -2.11% 6.22% Trust Small Cap Stock 4/13/98 9.427602 8.891377 150 122 6.03% -14.87% Trust Large Cap Stock 4/13/98 13.686681 12.135469 762 257 12.78% 13.96% Trust Select Equity 3/23/98 12.785358 11.480648 878 478 11.36% 9.65% Trust International Equity 3/23/98 11.162725 10.560451 110 90 5.70% 1.80% AIM V.I. Value 5/3/99 10.372932 12 3.73% GACC Money Market 2/26/98 10.720997 10.468518 570 451 2.41% 4.69% COVA VARIABLE LIFE ACCOUNT ONE Notes to Financial Statements June 30, 1999 Unaudited (6) Realized Gain (Loss) and Change in Unrealized Appreciation The realized gain (loss) on the sale of fund shares and the change in unrealized appreciation for each sub-account during the six months ending June 30, 1999 and the year ending December 31, 1998 follows: Realized Gain (Loss) --------------------------------------------------------------- Aggregate Aggregate Cost Year or Proceeds from Sales of Fund Shares Realized Period of Fund Shares Redeemed Gain (Loss) ------------ ------------------- ------------------- ------------------ Trust Lord Abbett Growth and Income 1999 $ 33,219 $ 32,677 $ 542 1998 Trust Bond Debenture 1999 1,657 1,607 50 1998 527 527 - Trust Developing Growth 1999 5,964 4,689 1,275 1998 1,194 1,250 (56) Trust Large Cap Research 1999 8,935 7,695 1,240 1998 1,809 1,868 (59) Trust Mid-Cap Value 1999 15,882 14,169 1,713 1998 1,646 1,706 (60) Trust Quality Bond 1999 96,129 97,261 (1,132) 1998 890 882 8 Trust Small Cap Stock 1999 5,195 4,399 796 1998 3,110 2,852 258 Trust Large Cap Stock 1999 30,757 25,863 4,894 1998 4,336 3,869 467 Trust Select Equity 1999 34,708 29,705 5,003 1998 2,999 2,887 112 Trust International Equity 1999 18,607 17,356 1,251 1998 3,170 3,287 (117) AIM V.I. Value 1999 46 46 - 1998 GACC Money Market 1999 1,880,456 1,865,352 15,104 1998 2,041,400 2,029,315 12,085 Lord Abbett Growth and Income 1999 694,610 638,423 56,187 1998 3,786 3,746 40 COVA VARIABLE LIFE ACCOUNT ONE Notes to Financial Statements June 30, 1999 Unaudited (6) Realized Gain (Loss) and Change in Unrealized Appreciation, continued: Unrealized Appreciation (Depreciation) --------------------------------------------------------------- Appreciation Appreciation Year or (Depreciation) (Depreciation) Period End of Period Beginning of Period Change ------------ ------------------- ---------------------- ----------------- Trust Lord Abbett Growth and Income 1999 $ 115,197 $ - $ 115,197 1998 Trust Bond Debenture 1999 6,570 5,181 1,389 1998 5,181 - 5,181 Trust Developing Growth 1999 47,186 21,898 25,288 1998 21,898 - 21,898 Trust Large Cap Research 1999 34,688 11,811 22,877 1998 11,811 - 11,811 Trust Mid-Cap Value 1999 33,035 12,587 20,448 1998 12,587 - 12,587 Trust Quality Bond 1999 (1,251) 255 (1,506) 1998 255 - 255 Trust Small Cap Stock 1999 26,332 18,574 7,758 1998 18,574 - 18,574 Trust Large Cap Stock 1999 92,670 44,695 47,975 1998 44,695 - 44,695 Trust Select Equity 1999 132,937 65,356 67,581 1998 65,356 - 65,356 Trust International Equity 1999 6,792 1,778 5,014 1998 1,778 - 1,778 AIM V.I. Value 1999 442 - 442 1998 GACC Money Market 1999 5,291 4,240 1,051 1998 4,240 - 4,240 Lord Abbett Growth and Income 1999 - 25,472 (25,472) 1998 25,472 - 25,472 COVA VARIABLE LIFE ACCOUNT ONE Notes to Financial Statements June 30, 1999 Unaudited (7) Unit Transactions The change in the number of units for each sub-account follows: Trust ------------------------------------------------------------------------------------------ Lord Abbett Large Small Growth and Bond Developing Cap Mid-Cap Quality Cap Income (1) Debenture Growth Research Value Bond Stock ------------- ----------- ------------ ----------- ---------- ---------- -------- Accumulation units: Unit balance at 12/31/97 Contract units sold - - - - - - Contract units transferred, net 16,292 13,928 11,988 17,077 12,531 14,067 Contract units redeemed (98) (202) (204) (225) (37) (402) ----------- ------------ --------- ---------- ---------- -------- Unit balance at 12/31/98 16,194 13,726 11,784 16,852 12,494 13,665 Contract units purchased - - - - - - - Contract units transferred, net 130,578 15,874 6,813 13,512 4,466 (4,416) 2,415 Contract units redeemed (3,027) (270) (191) (240) (216) (135) (173) ------------- ----------- ------------ --------- ---------- ---------- --------- Unit balance at 6/30/99 127,551 31,798 20,348 25,056 21,102 7,943 15,907 ============= =========== ============ ========= ========== ========== ========= (1) Sub-account commenced operations on January 8, 1999. COVA VARIABLE LIFE ACCOUNT ONE Notes to Financial Statements June 30, 1999 Unaudited (7) Unit Transactions The change in the number of units for each sub-account follows: Trust AIM GACC Lord Abbett -------------------------------------------- ------------- ------------- ------------ Large Growth Cap Select International Money and Stock Equity Equity V.I. Value (2) Market Income (3) ------------- ------------- ------------- ------------- ------------- ------------ Accumulation units: Unit balance at 12/31/97 Contract units sold - - - 303,667 - Contract units transferred, net 21,607 42,165 8,896 (205,485) 62,823 Contract units redeemed (405) (554) (347) (55,081) (745) ------------- ------------- ------------- ------------- ------------- Unit balance at 12/31/98 21,202 41,611 8,549 43,101 62,078 Contract units purchased - - - - 229,496 - Contract units transferred, net 36,388 29,426 1,453 1,190 (194,272) (62,052) Contract units redeemed (1,952) (2,347) (104) (5) (25,118) (26) ------------- ------------- ------------- ------------ ------------- ------------- Unit balance at 6/30/99 55,638 68,690 9,898 1,185 53,207 - ============= ============= ============= ============= ============= ============= (2) Sub-account commenced operations on May 3, 1999. (3) Sub-account ceased operations on January 8, 1999. COVA VARIABLE LIFE ACCOUNT ONE Financial Statements December 31, 1998 (With Independent Auditors' Report Thereon) INDEPENDENT AUDITORS' REPORT The Contract Owners of Cova Variable Life Account One, Board of Directors and Shareholder of Cova Financial Services Life Insurance Company: We have audited the accompanying statement of assets and liabilities of the Bond Debenture, Developing Growth, Large Cap Research, Mid Cap Value, Quality Bond, Small Cap Stock, Large Cap Stock, Select Equity, and International Equity sub-accounts (investment options within the Cova Series Trust), the Growth and Income sub-account (investment option within the Lord Abbett Series Fund, Inc.), and the Money Market sub-account (investment option within the General American Capital Company) of Cova Variable Life Account One of Cova Financial Services Life Insurance Company (the Separate Account) as of December 31, 1998 and the related statement of operations and statement of changes in net assets for the period from commencement of operations through December 31, 1998. 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 audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 1998, by correspondence with transfer agents. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the sub-accounts of Cova Variable Life Account One of Cova Financial Services Life Insurance Company as of December 31, 1998, and the results of their operations and the changes in their net assets for the period presented, in conformity with generally accepted accounting principles. Chicago, Illinois March 1, 1999 COVA VARIABLE LIFE ACCOUNT ONE Statement of Assets and Liabilities December 31, 1998 Assets: Investments: Cova Series Trust (Trust): Bond Debenture Portfolio - 13,423 shares at a net asset value of $12.38 per share (cost $161,009) $ 166,190 Developing Growth Portfolio - 12,034 shares at a net asset value of $11.24 per share (cost $113,370) 135,268 Large Cap Research Portfolio - 10,807 shares at a net asset value of $11.96 per share (cost $117,490) 129,301 Mid-Cap Value Portfolio - 15,251 shares at a net asset value of $10.58 per share (cost $148,807) 161,394 Quality Bond Portfolio - 12,152 shares at a net asset value of $11.02 per share (cost $133,651) 133,906 Small Cap Stock Portfolio - 10,140 shares at a net asset value of $11.98 per share (cost $102,930) 121,504 Large Cap Stock Portfolio - 14,203 shares at a net asset value of $18.12 per share (cost $212,598) 257,293 Select Equity Portfolio - 29,716 shares at a net asset value of $16.08 per share (cost $412,371) 477,727 International Equity Portfolio - 7,021 shares at a net asset value of $12.86 per share (cost $88,498) 90,276 Lord Abbett Series Fund, Inc. (Lord Abbett) Growth and Income Portfolio - 32,104 shares at a net asset value of $20.65 per share (cost $637,439) 662,911 General American Capital Company (GACC) Money Market Portfolio - 26,049 shares at a net asset value of $19.25 per share (cost $497,220) 501,460 ------------- Total assets $ 2,837,230 ============= Liabilities: GACC Money Market $ 50,258 ============= Net assets: Trust Bond Debenture - 16,194 accumulation units at $10.262336 per unit $ 166,190 Trust Developing Growth - 13,726 accumulation units at $9.855135 per unit 135,268 Trust Large Cap Research -11,784 accumulation units at $10.972618 per unit 129,301 Trust Mid-Cap Value - 16,852 accumulation units at $9.576906 per unit 161,394 Trust Quality Bond - 12,494 accumulation units at $10.717509 per unit 133,906 Trust Small Cap Stock - 13,665 accumulation units at $8.891377 per unit 121,504 Trust Large Cap Stock - 21,202 accumulation units at $12.135469 per unit 257,293 Trust Select Equity - 41,611 accumulation units at $11.480648 per unit 477,727 Trust International Equity - 8,549 accumulation units at $10.560451 per unit 90,276 Lord Abbett Growth and Income - 62,078 accumulation units at $10.678727 per unit 662,911 GACC Money Market - 43,101 accumulation units at $10.468518 per unit 451,202 ------------- Net assets $ 2,786,972 ============= See accompanying notes to financial statements. COVA VARIABLE LIFE ACCOUNT ONE Statement of Operations Period ended December 31, 1998 Trust ----------------------------------------------------------------------------------- Large Mid- Small Bond Developing Cap Cap Quality Cap Debenture Growth Research Value Bond Stock ------------------------------- ------------------------- --------- ---------- Income - dividends $ 191 -- 126 61 94 3 -------------- --------------- ------------- --------- --------- ---------- Realized gain (loss) on investments: Realized gain (loss) on sale of fund shares -- (56) (59) (60) 8 258 Realized gain distributions 74 3 -- -- -- 76 -------------- --------------- ------------- --------- --------- ---------- Net realized gain (loss) 74 (53) (59) (60) 8 334 -------------- --------------- ------------- --------- --------- ---------- Change in unrealized appreciation during the year 5,181 21,898 11,811 12,587 255 18,574 -------------- --------------- ------------- --------- --------- ---------- Net increase in net assets from operations $ 5,446 21,845 11,878 12,588 357 18,911 ============== =============== ============= ========= ========= ========== See accompanying notes to financial statements. COVA VARIABLE LIFE ACCOUNT ONE Statement of Operations Period ended December 31, 1998 Trust Lord Abbett ------------------------------------------- ---------------- Large Growth GACC ----------- Cap Select International and Money Stock Equity Equity Income Market Total ---------- ---------- ----------------- ----------------- ----------- --------- Income - dividends $ 23 25 652 8,782 - 9,957 ---------- ---------- ----------------- ----------------- ----------- ---------- Realized gain (loss) on investments: Realized gain (loss) on sale of fund shares 467 112 (117) 40 12,085 12,678 Realized gain distributions 76 503 8 28,237 - 28,977 ---------- ---------- ----------------- ----------------- ---------- ----------- Net realized gain (loss) 543 615 (109) 28,277 12,085 41,655 ---------- ---------- ----------------- ----------------- ----------- ----------- Change in unrealized appreciation during the year 44,695 65,356 1,778 25,472 4,240 211,847 ---------- ---------- ----------------- ----------------- ----------- ----------- Net increase in net assets from operations $ 45,261 65,996 2,321 62,531 16,325 263,459 ========== ========== ================= ================= =========== ========== See accompanying notes to financial statements. COVA VARIABLE LIFE ACCOUNT ONE Statement of Changes in Net Assets Period ended December 31, 1998 Trust ------------------------------------------------------------------------------ Large Mid- Bond Developing Cap Cap Quality Debenture Growth Research Value Bond ---------------------------------- -------------- ------------ ----------- Increase in net assets from operations: Investment income $ 191 -- 126 61 94 Net realized gain (loss) 74 (53) (59) (60) 8 Unrealized appreciation during the year 5,181 21,898 11,811 12,587 255 ---------------- ---------------- -------------- ------------ ----------- Net increase from operations 5,446 21,845 11,878 12,588 357 ---------------- ---------------- -------------- ------------ ----------- Contract transactions: Payments received from contract owners -- -- -- -- -- Transfers between sub-accounts, net 161,726 115,070 119,413 150,800 133,943 Transfers for contract benefits, terminations and insurance charges (982) (1,647) (1,990) (1,994) (394) ---------------- ---------------- -------------- ------------ ----------- Net increase in net assets from contract transactions 160,744 113,423 117,423 148,806 133,549 ---------------- ---------------- -------------- ------------ ----------- Net increase in net assets 166,190 135,268 129,301 161,394 133,906 Net assets at beginning of period -- -- -- -- -- ---------------- ---------------- -------------- ------------ ----------- Net assets at end of period $ 166,190 135,268 129,301 161,394 133,906 ================ ================ ============== ============ =========== See accompanying notes to financial statements. COVA VARIABLE LIFE ACCOUNT ONE Statement of Changes in Net Assets Period ended December 31, 1998 Trust ------------------------------------------------------------ Small Large Cap Cap Select International Stock Stock Equity Equity ----------- ----------- ----------- ----------------- Increase in net assets from operations: Investment income $ 3 23 25 652 Net realized gain (loss) 334 543 615 (109) Unrealized appreciation during the year 18,574 44,695 65,356 1,778 ----------- ----------- ----------- ----------------- Net increase from operations 18,911 45,261 65,996 2,321 ----------- ----------- ----------- ----------------- Contract transactions: Payments received from contract owners - - - - Transfers between sub-accounts, net 105,943 216,611 417,562 91,449 Transfers for contract benefits, terminations and insurance charges (3,350) (4,579) (5,831) (3,494) ----------- ----------- ----------- ----------------- Net increase in net assets from contract transactions 102,593 212,032 411,731 87,955 ----------- ----------- ----------- ----------------- Net increase in net assets 121,504 257,293 477,727 90,276 Net assets at beginning of period - - - - ----------- ----------- ----------- ----------------- Net assets at end of period $ 121,504 257,293 477,727 90,276 =========== =========== =========== ================= See accompanying notes to financial statements. COVA VARIABLE LIFE ACCOUNT ONE Statement of Changes in Net Assets Period ended December 31, 1998 Lord Abbett ----------------- Growth GACC -------------- and Money Income Market Total ---------------- -------------- ----------------- Increase in net assets from operations: Investment income $ 8,782 - 9,957 Net realized gain (loss) 28,277 12,085 41,655 Unrealized appreciation during the year 25,472 4,240 211,847 ---------------- -------------- ----------------- Net increase from operations 62,531 16,325 263,459 ---------------- -------------- ----------------- Contract transactions: Payments received from contract owners - 2,605,542 2,605,542 Transfers between sub-accounts, net 607,811 (2,120,328) - Transfers for contract benefits, terminations and insurance charges (7,431) (50,337) (82,029) ---------------- -------------- ----------------- Net increase in net assets from contract transactions 600,380 434,877 2,523,513 ---------------- -------------- ----------------- Net increase in net assets 662,911 451,202 2,786,972 Net assets at beginning of period - - - ---------------- -------------- ----------------- Net assets at end of period $ 662,911 451,202 2,786,972 ================ ============== ================= See accompanying notes to financial statements. COVA VARIABLE LIFE ACCOUNT ONE Notes to Financial Statements December 31, 1998 (1) ORGANIZATION Cova Variable Life Account One (the Separate Account), a unit investment trust registered under the Investment Company Act of 1940 as amended, was established by Cova Financial Services Life Insurance Company (Cova) and exists in accordance with the regulations of the Missouri Department of Insurance. The Separate Account is a funding vehicle for variable life contracts issued by Cova. The Separate Account is divided into sub-accounts with the assets of each sub-account invested in the corresponding portfolios of the following investment companies: Cova Series Trust (Trust) 9 portfolios Lord Abbett Series Fund, Inc. (Lord Abbett) 1 portfolio General American Capital Company (GACC) 1 portfolio Each investment company is a diversified, open-end, management investment company registered under the Investment Company Act of 1940 as amended. Not all sub-accounts are available for investment depending upon the terms of the variable life contracts offered for sale by Cova. The Separate Account commenced operations on February 26, 1998 and the sub-accounts commenced operations as follows: Trust Bond Debenture April 13, 1998 Trust Large Cap Stock April 13, 1998 Trust Developing Growth April 16, 1998 Trust Select Equity March 23, 1998 Trust Large Cap Research May 4, 1998 Trust International Equity March 23, 1998 Trust Mid-Cap Value March 23, 1998 Lord Abbett Growth and Income March 23, 1998 Trust Quality Bond April 13, 1998 GACC Money Market February 26, 1998 Trust Small Cap Stock April 13, 1998 (2) SIGNIFICANT ACCOUNTING POLICIES (A) INVESTMENT VALUATION Investments made in the portfolios of the investment companies are valued at the reported net asset value of such portfolios, which value their investment securities at fair value. The average cost method is used to compute the realized gains and losses on the sale of portfolio shares owned by the sub-accounts. Income from dividends and gains from realized gain distributions are recorded on the ex-distribution date. (B) REINVESTMENT OF DIVIDENDS With the exception of the GACC Money Market Fund, dividends and gains from realized gain distributions are reinvested in additional shares of the portfolio. GACC follows the Federal income tax practice known as consent dividending, whereby substantially all of its net investment income and realized capital gains are deemed to pass through to the Separate Account. As a result, GACC does not distribute dividends and realized gains. During December of each year, the accumulated net investment income and realized capital gains of the GACC Money Market Fund are allocated to the Separate Account by increasing the cost basis and recognizing a capital gain in the Separate Account. (C) FEDERAL INCOME TAXES The operations of the Separate Account are included in the federal income tax return of Cova, which is taxed as a Life Insurance Company under the provisions of the Internal Revenue Code (IRC). Under current IRC provisions, Cova believes it will be treated as the owner of the Separate Account assets for federal income tax purposes and does not expect to incur federal income taxes on the earnings of the Separate Account to the extent the earnings are credited to the variable life contracts. Based on this, no charge is being made currently to the Separate Account for federal income taxes. A charge may be made in future years for any federal income taxes that would be attributable to the contracts. (3) CONTRACT CHARGES AND FEES There are contract charges and fees associated with the variable life insurance policy that are deducted from the policy account value that reduce the return on investment. (A) INSURANCE CHARGES The insurance charges are: (1) mortality and expense risk, (2) administrative, (3) tax expense, and (4) cost of insurance. These charges are deducted from the policy account value on a monthly basis. For the first 10 years, the mortality and expense charge is equal, on an annual basis, to 0.90% of the policy account value, 1/12 of which is deducted each month. In succeeding years, the mortality and expense charge is equal, on an annual basis, to 0.75% of the policy account value, 1/12 of which is deducted each month. The administrative charge is equal, on an annual basis, to 0.40% of the policy account value, 1/12 of which is deducted each month. In 1998, mortality and expense risk and administrative charges of $12,998 were deducted from the contract values in the Separate Account. During the first 10 years, a tax expense charge is deducted. The tax expense charge is equal, on an annual basis, to 0.40% (.15% for federal tax and .25% for premium tax) of the policy account value, 1/12 of which is deducted each month. Premium taxes range from 0% to 4%. The premium tax charge is assessed regardless of the owner's actual state or local jurisdiction. In 1998, tax expense charges of $4,029 were deducted from the contract values in the Separate Account. The cost of insurance charge deducted each month from the policy account value depends upon the sex, age, and rating classification of the insured and whether the initial premium is 100% of the Maximum Premium Limit. In 1998, cost of insurance charges of $6,363 were deducted from the contract values in the Separate Account. (B) SURRENDER CHARGES During the first 10 years, a surrender charge is deducted on withdrawals in excess of the Annual Withdrawal Amount. The surrender charge is a percentage of the premium surrendered as follows: policy years 1-3 7.5% policy year 4 6.0% policy year 5 5.0% policy year 6 4.0% policy year 7 3.0% policy year 8 2.0% policy year 9 1.0% policy year 10+ 0.0% In 1998, no surrender charges were deducted from the contract values in the Separate Account. During the first 10 years, a deferred premium tax charge is deducted on premium surrendered. The deferred premium tax charge is a percentage of the premium surrendered as follows: policy year 1 2.25% policy year 2 2.00% policy year 3 1.75% policy year 4 1.50% policy year 5 1.25% policy year 6 1.00% policy year 7 0.75% policy year 8 0.50% policy year 9 0.25% policy year 10+ 0.00% In 1998, no deferred premium tax charges were deducted from the contract values in the Separate Account. (C) CONTRACT FEES An annual contract maintenance fee of $30 is imposed on all variable life contracts with contract values less than $50,000 on their policy anniversary. This fee covers the cost of contract administration for the previous year and is prorated between the sub-accounts to which the contract value is allocated. In 1998, there were no contract maintenance fees deducted from the contract values in the Separate Account. Subject to certain restrictions, the contract owner may transfer all or a part of the accumulated value of the contract among the available sub-accounts of the Separate Account. If more than 12 transfers have been made in the contract year, a transfer fee of $25 per transfer or, if less, 2% of the amount transferred, will be deducted from the contract account value. Transfers made in the Dollar Cost Average program are not subject to the transfer fee. In 1998, there were no transfer fees deducted from the contract values in the Separate Account. (4) SUBSEQUENT EVENT On January 8, 1999, the Lord Abbett Growth and Income sub-account ceased operations and its assets were transferred to the Trust Lord Abbett Growth and Income sub-account which commenced operations on January 8, 1999. The Trust Lord Abbett Growth and Income sub-account invests in the Trust Lord Abbett Growth and Income Portfolio which commenced operations on January 8, 1999. The Trust Lord Abbett Growth and Income Portfolio is managed by Lord Abbett who also manages the Lord Abbett Growth and Income Portfolio. (5) TOTAL RETURN The total return for each sub-account since commencement of operations through December 31, 1998 follows: Trust Bond Debenture 0.78% Trust Developing Growth (5.41)% Trust Large Cap Research 4.31% Trust Mid-Cap Value (6.17)% Trust Quality Bond (6.22)% Trust Small Cap Stock (14.87)% Trust Large Cap Stock 13.96% Trust Select Equity 9.65% Trust International Equity 1.80% Lord Abbett Growth and Income 2.09% GACC Money Market 4.69% (6) REALIZED GAIN (LOSS) AND CHANGE IN UNREALIZED APPRECIATION The table below summarizes the realized gain (loss) on the sale of fund shares and the change in unrealized appreciation since commencement of operations through December 31, 1998. Realized gain (loss) on sale of fund shares: Trust Bond Debenture: Aggregate proceeds from sales of fund shares $ 527 Aggregate cost of fund shares redeemed 527 -------------- Realized gain (loss) $ -- ============== Trust Developing Growth: Aggregate proceeds from sales of fund shares $ 1,194 Aggregate cost of fund shares redeemed 1,250 -------------- Realized gain (loss) $ (56) ============== Trust Large Cap Research: Aggregate proceeds from sales of fund shares $ 1,809 Aggregate cost of fund shares redeemed 1,868 -------------- Realized gain (loss) $ (59) ============== Realized gain (loss) on sale of fund shares, continued: Trust Mid-Cap Value: Aggregate proceeds from sales of fund shares $ 1,646 Aggregate cost of fund shares redeemed 1,706 -------------- Realized gain (loss) $ (60) ============== Trust Quality Bond: Aggregate proceeds from sales of fund shares $ 890 Aggregate cost of fund shares redeemed 882 -------------- Realized gain (loss) $ 8 ============== Trust Small Cap Stock: Aggregate proceeds from sales of fund shares $ 3,110 Aggregate cost of fund shares redeemed 2,852 -------------- Realized gain (loss) $ 258 ============== Trust Large Cap Stock: Aggregate proceeds from sales of fund shares $ 4,336 Aggregate cost of fund shares redeemed 3,869 -------------- Realized gain (loss) $ 467 ============== Trust Select Equity: Aggregate proceeds from sales of fund shares $ 2,999 Aggregate cost of fund shares redeemed 2,887 -------------- Realized gain (loss) $ 112 ============== Trust International Equity: Aggregate proceeds from sales of fund shares $ 3,170 Aggregate cost of fund shares redeemed 3,287 -------------- Realized gain (loss) $ (117) ============== Lord Abbett Growth and Income: Aggregate proceeds from sales of fund shares 3,786 Aggregate cost of fund shares redeemed 3,746 -------------- Realized gain (loss) $ 40 ============== Realized gain (loss) on sale of fund shares, continued: GACC Money Market: Aggregate proceeds from sales of fund shares $ 2,041,400 Aggregate cost of fund shares redeemed 2,029,315 -------------- Realized gain (loss) $ 12,085 ============== Unrealized appreciation: Trust Bond Debenture: Appreciation, end of period $ 5,181 Appreciation, beginning of period -- -------------- Unrealized appreciation $ 5,181 ============== Trust Developing Growth: Appreciation, end of period $ 21,898 Appreciation, beginning of period -- -------------- Unrealized appreciation $ 21,898 ============== Trust Large Cap Research: Appreciation, end of period $ 11,811 Appreciation, beginning of period -- -------------- Unrealized appreciation $ 11,811 ============== Trust Mid-Cap Value: Appreciation, end of period $ 12,587 Appreciation, beginning of period -- -------------- Unrealized appreciation $ 12,587 ============== Trust Quality Bond: Appreciation, end of period $ 255 Appreciation, beginning of period -- -------------- Unrealized appreciation $ 255 ============== Trust Small Cap Stock: Appreciation, end of period $ 18,574 Appreciation, beginning of period -- ============== Unrealized appreciation $ 18,574 ============== COVA VARIABLE LIFE ACCOUNT ONE Notes to Financial Statements December 31, 1998 Unrealized appreciation, continued: Trust Large Cap Stock: Appreciation, end of period $ 44,695 Appreciation, beginning of period -- -------------- Unrealized appreciation $ 44,695 ============== Trust Select Equity: Appreciation, end of period $ 65,356 Appreciation, beginning of period -- -------------- Unrealized appreciation $ 65,356 ============== Trust International Equity: Appreciation, end of period $ 1,778 Appreciation, beginning of period -- -------------- Unrealized appreciation $ 1,778 ============== Lord Abbett Growth and Income: Appreciation, end of period $ 25,472 Appreciation, beginning of period -- -------------- Unrealized appreciation $ 25,472 ============== GACC Money Market: Appreciation, end of period $ 4,240 Appreciation, beginning of period -- -------------- Unrealized appreciation $ 4,240 ============== COVA VARIABLE LIFE ACCOUNT ONE Notes to Financial Statements December 31, 1998 (7) UNIT TRANSACTIONS The change in the number of accumulation units is as follows: Trust ------------------------------------------------------------------------------------- Large Mid- Small Bond Developing Cap Cap Quality Cap Debenture Growth Research Value Bond Stock -------------------------------- ------------------------- ---------- ---------- Unit balance at beginning of period Contract units purchased -- -- -- -- -- -- Contract units transferred, net 16,292 13,928 11,988 17,077 12,531 14,067 Contract units redeemed (98) (202) (204) (225) (37) (402) -------------- ---------------- ------------- ---------- ---------- ---------- Unit balance at end of period 16,194 13,726 11,784 16,852 12,494 13,665 ============== ================ ============= ========== ========== ========== COVA VARIABLE LIFE ACCOUNT ONE Notes to Financial Statements December 31, 1998 (7) UNIT TRANSACTIONS The change in the number of accumulation units is as follows: Trust Lord Abbett --------------------------------------------- ------------------------------ Large Growth GACC ------------ Cap Select International and Money Stock Equity Equity Income Market -- --------- --------- ---------------- ---------------- ------------ Unit balance at beginning of period Contract units purchased -- -- -- -- 303,667 Contract units transferred, net 21,607 42,165 8,896 62,823 (205,485) Contract units redeemed (405) (554) (347) (745) (55,081) -- --------- --------- ---------------- ---------------- ------------ Unit balance at end of period 21,202 41,611 8,549 62,078 43,101 == ========= ========= ================ ================ ============ COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY (a wholly owned subsidiary of Cova Corporation) Financial Statements (Unaudited) June 30, 1999 and 1998 COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY (a wholly owned subsidiary of Cova Corporation) Balance Sheets (In thousands) June 30, 1999 December 31, Assets (Unaudited) 1998 ----------- -------------- Investments: Debt securities available for sale at fair value (cost of $1,510,855 in 1999 and $1,375,198 in 1998) $1,461,821 $1,371,513 Equity securities, at fair value 9,037 9,037 Mortgage loans, net of allowance for potential loan loss 323,531 312,865 Investment Real estate 3,950 - Policy loans 26,884 26,295 ------ ------ Total investments 1,825,223 1,719,710 --------- --------- Cash and cash equivalents - interest bearing 75,792 94,770 Cash - non-interest bearing 6,832 5,008 Accrued investment income 23,954 21,505 Deferred policy acquisition costs 177,681 131,973 Present value of future profits 43,587 42,230 Goodwill 18,019 18,585 Deferred tax benefits, net 9,660 4,786 Receivable from OakRe 531,541 720,904 Due from affiliates 216,931 246,198 Other assets 1,566 6,674 Separate account assets 2,257,878 1,832,396 --------- --------- Total assets $5,188,664 $4,844,739 ========== ========== See accompanying notes to unaudited financial statements. COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY (a wholly owned subsidiary of Cova Corporation) Balance Sheets, (Continued) (In thousands) June 30 1999 December 31, Liabilities and Shareholder's Equity (Unaudited) 1998 ------------ -------------- Liabilities: Policyholder deposits $2,535,619 $2,643,124 Future policy benefits 58,430 54,336 Payable on return of collateral on loaned securities 41,797 25,923 Payable on purchase of securities 5,682 1,040 Federal and state income taxes payable 410 446 Accounts payable and other liabilities 19,235 18,714 Future purchase price payable to OakRe 5,523 6,976 Guaranty fund assessments 9,700 9,700 Separate account liabilities 2,257,875 1,832,394 --------- --------- Total liabilities 4,934,271 4,592,653 --------- --------- Shareholder's equity: Common stock 5,799 5,799 Additional paid-in capital 230,491 220,491 Retained earnings 28,846 26,410 Accumulated other comprehensive loss, net of tax (10,743) (614) -------- ----- Total shareholder's equity 254,393 252,086 ------- ------- Total liabilities and shareholder's equity $5,188,664 $4,844,739 ========== ========== See accompanying notes to unaudited financial statements. COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY (a wholly owned subsidiary of Cova Corporation) Statements of Income (Unaudited) (In thousands) Six months ended Three months ended June 30, June 30, 1999 1998 1999 1998 ------------------------ -------------------------- Revenues: Premiums $9,755 $8,784 $6,467 $6,179 Net investment income 66,028 61,808 32,125 30,766 Net realized investment gains (losses) (4,794) (1,754) (2,569) 498 Separate account fees 14,326 9,433 7,637 5,149 Other income 4,786 1,691 2,558 868 ----- ----- ----- ---- Total revenues 90,101 79,962 46,218 43,460 ------ ------ ------ ------ Benefits and expenses: Interest on policyholder deposits 49,696 45,662 24,505 23,206 Current and future policy benefits 11,918 9,696 8,112 6,237 Operating and other expenses 18,140 13,701 10,012 7,143 Amortization of purchased intangible assets 1,911 2,008 966 998 Amortization of deferred acquisition costs 5,451 3,450 2,890 2,850 ----- ----- ----- ----- Total benefits and expenses 87,116 74,517 46,485 40,434 ------ ------ ------ ------ Income (loss)before income taxes 2,985 5,445 (267) 3,026 ----- ----- ----- ----- Income tax expense(benefit): Current (206) (1,312) (4,421) 1,767 Deferred 755 3,480 4,075 (575) --- ----- ----- ----- Total income tax expense (benefit) 549 2,168 (346) 1,192 --- ----- ----- ----- Net income $2,436 $3,277 $79 $1,834 ====== ====== === ====== See accompanying notes to unaudited financial statements. COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY (a wholly owned subsidiary of Cova Corporation) Statements of Shareholder's Equity (Unaudited) (In thousands) For the periods ended 6/30/99 12/31/98 --------- --------- Common stock, at beginning and end of period $ 5,799 $ 5,799 ------ ------ Additional paid-in capital: Balance at beginning of period 220,491 191,491 Capital contribution 10,000 29,000 ------ ------ Balance at end of period 230,491 220,491 ------- ------- Retained earnings: Balance at beginning of period 26,410 12,516 Net income 2,436 13,894 ----- ------ Balance at end of period 28,846 26,410 ------ ------ Accumulated other comprehensive loss: Balance at beginning of period (614) 2,732 Change in unrealized depreciation of debt and equity securities (45,350) (14,571) Change in deferred acquisition costs attributable to unrealized appreciation 27,279 6,996 Change in present value of future profits attributable to unrealized depreciation 2,488 2,428 Change in deferred federal income taxes impact 5,454 1,801 ----- ----- Balance at end of period (10,743) (614) -------- ----- Total shareholder's equity $254,393 $252,086 ======== ======== Total comprehensive income (loss): Net income $2,436 $13,894 Other comprehensive loss (change in Unrealized losses on debt and equity securities) (10,129) (3,346) -------- ------- Total comprehensive income(loss) $(7,693) $10,548 ======== ======= See accompanying notes to unaudited financial statements. COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY (a wholly owned subsidiary of Cova Corporation) Statements of Cash Flows (Unaudited) (In thousands) Six months ended June 30, 1999 1998 -------- --------- Reconciliation of net income to net cash provided by operating activities: Net income $2,436 $3,277 Adjustments to reconcile net income to net cash provided by operating activities: 6,606 Increase in future policy benefits 4,094 (Decrease) increase in payables and accrued liabilities 521 (3,128) Increase in accrued investment income (2,449) (711) Amortization of intangible assets 7,362 5,458 Recapture commission paid to OakRe (1,453) (2,981) Net realized investment losses 4,794 1,754 Interest accumulated on policyholder deposits 49,696 45,662 Increase in current and deferred federal income taxes (4,910) (2,926) Commissions and expenses deferred (23,880) (24,496) Other 6,734 1,440 ------- ------- Net cash provided by operating Activities 42,945 29,955 ------ ------ Cash flows from investing activities: Cash used in the purchase of investment Securities (373,923) (298,878) Proceeds from investment securities sold and matured 227,903 265,979 Other (1,107) (724) ------- ----- Net cash used in investing activities (147,127) (33,623) ---------- -------- See accompanying notes to unaudited financial statements. (Continued) COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY (a wholly owned subsidiary of Cova Corporation) Statements of Cash Flows, (Unaudited) (Continued) (In thousands) Six Months Ended June 30, 1999 1998 -------- --------- Cash flows from financing activities: Policyholder deposits $484,855 $506,586 Transfers from OakRe 206,951 415,821 Transfer to separate accounts (288,377) (424,680) Return of policyholder deposits (378,266) (432,606) Proceeds from security collateral on Securities lending 15,874 - Transfers from(to) RGA 35,991 (40,446) Capital contribution received 10,000 - ------ ------ Net cash provided by financing activities 87,028 24,675 ------ ------ Increase(decrease) in cash and cash Equivalents (17,154) 21,007 -------- ------ Cash and cash equivalents - beginning of Period 99,778 16,576 ------ ------ Cash and cash equivalents - end of period $82,624 $37,583 ======= ======= See accompanying notes to unaudited financial statements. COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY (a wholly owned subsidiary of Cova Corporation) Notes to Interim Financial Statements - (Unaudited) June 30, 1999 and 1998 (1) The interim consolidated financial statements for Cova Financial Services Life Insurance Company (the Company) have been prepared on the basis of generally accepted accounting principles and, in the opinion of management, reflect all adjustments (consisting of normal recurring accruals) necessary for a fair presentation or results for such periods. The results of operations and cash flows for any interim period are not necessarily indicative of results for the full year. These financial statements should be read in conjunction with the financial statements as of December 31, 1998 and December 31, 1997, and for each of the years in the three-year period ended December 31, 1998 and related notes thereto, presented elsewhere herein. Interim financial data presented herein are unaudited. (2) Investments The Company's investments in debt and equity securities are considered available for sale and carried at estimated fair value, with the aggregate unrealized appreciation or depreciation being recorded as other comprehensive income. The carrying value and amortized cost of investments at June 30, 1999 were as follows: June 30, 1999 -------------------------------------------------------------------------- Gross Gross Estimated Amortized Unrealized Unrealized Fair Carrying Cost Gains Losses Value Value -------------------------------------------------------------------------- (in thousands ) Debt securities: U.S. Government treasuries $28,220 $88 $(1,906) $26,402 $26,402 Government agency obligations 46,126 464 (135) 46,455 46,455 Corporate securities 1,050,390 3,530 (45,063) 1,008,857 1,008,857 Mortgage-backed securities 210,309 642 (2,022) 208,929 208,929 Asset-backed securities 175,810 575 (5,207) 171,178 171,178 ---------- ----- ---------- ---------- ---------- Total debt securities 1,510,855 5,299 (54,333) 1,461,821 1,461,821 Equity securities 9,037 - - 9,037 9,037 Mortgage loans(net) 323,531 9,884 (751) 332,664 323,531 Real estate 3,950 - - 3,950 3,950 Policy loans 26,884 - - 26,884 26,884 ---------- ------- -------- ---------- ----------- Total investments $1,874,257 $15,183 ($55,084) $1,834,356 $1,825,223 ========== ======= ========= ========== ========== Company's beneficial interest in Separate accounts $3 -- -- $3 $3 --- --- --- --- --- As of June 30, 1999, the Company had six nonincome producing debt securities totaling $12,618,058. The Company's valuation allowance for potential losses on mortgage loans is $775,500 at June 30, 1999. COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY (a wholly owned subsidiary of Cova Corporation) Notes to Interim Financial Statements - (Unaudited) The amortized cost and fair market value of debt securities at June 30, 1999, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Maturities of mortgage-backed securities will be substantially shorter than their contractual maturity because they require monthly principal installments and mortgagees may prepay principal. June 30, 1999 -------------------------------------- Fair Amortized Market Cost Value -------------------------------------- (in thousands ) Less than one year $78,922 $79,374 Due after one year through five years 489,360 469,383 Due after five years through ten years 439,987 422,300 Due after ten years 292,277 281,835 Mortgage-backed securities 210,309 208,929 ------- ------- Total $1,510,855 $1,461,821 ========== ========== At June 30, 1999, approximately 90.8% of the Company's debt securities are investment grade or are non-rated but considered to be of investment grade. Of the 9.2% non-investment grade debt securities, 6.1% are rated as BB, 1.9% are rated as B and 1.2% are rated as CCC and treated as impaired. COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY (a wholly owned subsidiary of Cova Corporation) Notes to Interim Financial Statements - (Unaudited) The components of net investment income, net realized capital losses and comprehensive income were as follows: Six months ended Three months ended June 30, June 30, 1999 1998 1999 1998 ----------------------- ------------------------ (in thousands ) Income on debt securities $50,849 $46,118 $25,274 $22,880 Income on short-term investments 1,013 1,206 548 641 Income on equity securities 281 - 137 - Income on mortgage loans 13,666 14,500 6,095 7,250 Income on policy loans 1,043 965 530 492 Miscellaneous interest 283 60 114 35 --- -- --- -- Total investment income 67,135 62,849 32,698 31,298 Investment expenses (1,107) (1,041) (573) (532) ------- ------- ----- ----- Net investment income $66,028 $61,808 $32,125 $30,766 ======= ======= ======= ======= Net realized capital gains(losses) - debt securities $(4,794) $(1,754) $(2,569) $498 ======== ======== ======== ==== For the periods ended: ---------------------------------------- 6/30/99 6/30/98 ---------------------------------------- (in thousands) Comprehensive income was as follows: Debt securities $(45,350) $(546) Effects on deferred acquisition costs Amortization 27,279 242 Effects on present value of future Profits amortization 2,488 90 ----- -- Unrealized depreciation before income Taxes (15,583) (214) Unrealized income tax benefit 5,454 75 ----- -- Net change in comprehensive income $(10,129) $(139) ========== ======= COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY (a wholly owned subsidiary of Cova Corporation) Notes to Interim Financial Statements - (Unaudited) (3) Securities Greater than 10% of Shareholder's Equity As of June 30, 1999 the Company does not have any individual security that exceeds 10% of shareholder's equity: (4) Statutory Surplus As of June 30, 1999, the Company's statutory capital and surplus was $104,250,501. The Company's statutory net losses for the periods ended June 30, 1999 and 1998 were $9,554,724 and $4,784,981, respectively. (5) Related-Party Transactions The Company has entered into management, operations, and servicing agreements with its affiliated companies. The affiliated companies are Cova Life Management Company, which provides management services and the employees necessary to conduct the activities of the Company; and Conning Asset Management, which provides investment advice. Additionally, a portion of overhead and other corporate expenses are allocated by the Company's ultimate parent, General American Life Insurance Company. Cova Life Administrative Service Company provides various services for the Company including underwriting, claims, and administrative functions. Expenses and fees paid to affiliated companies as of June 30, 1999 and 1998 were $10,768,818 and $9,712,533, respectively. (6) SUBSEQUENT EVENT On August 26, 1999, the Company's ultimate parent, General American Life Insurance Company (GALIC), entered into a definitive agreement, whereby MetLife will acquire GALIC's parent company GenAmerica Corporation for $1.2 billion in cash. The purchase is subject to the approval of the Missouri Director of Insurance, and it is expected to be completed in the fourth quarter of 1999. (7) Others Certain 1998 amounts have reclassified to conform to the 1999 presentation. COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARIES (a wholly owned subsidiary of Cova Corporation) Consolidated Financial Statements December 31, 1998, 1997, and 1996 (With Independent Auditors' Report Thereon) INDEPENDENT AUDITORS' REPORT The Board of Directors and Shareholder Cova Financial Services Life Insurance Company: We have audited the accompanying consolidated balance sheets of Cova Financial Services Life Insurance Company and subsidiaries (a wholly owned subsidiary of Cova Corporation) (the Company) as of December 31, 1998 and 1997, and the related consolidated statements of income, shareholder's equity, and cash flows for each of the years in the three-year period ended December 31, 1998. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Cova Financial Services Life Insurance Company and subsidiaries as of December 31, 1998 and 1997, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 1998, in conformity with generally accepted accounting principles. March 4, 1999 COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARIES (a wholly owned subsidiary of Cova Corporation) Consolidated Balance Sheets December 31, 1998 and 1997 ASSETS 1998 1997 ------------- ------------- (IN THOUSANDS) Investments: Debt securities available-for-sale, at fair value (cost of $1,375,198 in 1998 and $1,269,362 in 1997) $ 1,371,513 1,280,247 Equity securities, at fair value 9,037 -- Mortgage loans, net of allowance for potential loan loss of $510 in 1998 and $237 in 1997 312,865 348,206 Policy loans 26,295 24,228 ------------- ------------- Total investments 1,719,710 1,652,681 Cash and cash equivalents - interest-bearing 94,770 12,910 Cash - noninterest-bearing 5,008 3,666 Receivable from sale of securities 5,845 1,870 Accrued investment income 21,505 20,602 Deferred policy acquisition costs 131,973 84,326 Present value of future profits 42,230 41,486 Goodwill 18,585 19,717 Deferred tax asset, net 4,786 7,933 Receivable from OakRe 720,904 1,426,261 Due from affiliates 246,198 127,599 Other assets 829 2,184 Separate account assets 1,832,396 1,108,125 ------------- ------------- Total assets $ 4,844,739 4,509,360 ============= ============= See accompanying notes to consolidated financial statements. COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARIES (a wholly owned subsidiary of Cova Corporation) Consolidated Balance Sheets, Continued December 31, 1998 and 1997 LIABILITIES AND SHAREHOLDER'S EQUITY 1998 1997 ------------ ------------- (IN THOUSANDS) Liabilities: Policyholder deposits $ 2,643,124 3,098,287 Future policy benefits 54,336 38,361 Payable on return of collateral on loaned securities 25,923 -- Payable on purchase of securities 1,040 7,261 Federal and state income taxes payable 446 1,312 Accounts payable and other liabilities 18,714 21,912 Future purchase price payable to OakRe 6,976 12,173 Guaranty fund assessments 9,700 9,700 Separate account liabilities 1,832,394 1,107,816 ------------ ------------- Total liabilities 4,592,653 4,296,822 ------------ ------------- Shareholder's equity: Common stock, $2 par value. (Authorized 5,000,000 shares; issued and outstanding 2,899,466 shares in 1998 and 1997) 5,799 5,799 Additional paid-in capital 220,491 191,491 Retained earnings 26,410 12,516 Accumulated other comprehensive income - net of tax (614) 2,732 ------------ ------------- Total shareholder's equity 252,086 212,538 ------------ ------------- Total liabilities and shareholder's equity $ 4,844,739 4,509,360 ============ ============= See accompanying notes to consolidated financial statements. COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARIES (a wholly owned subsidiary of Cova Corporation) Consolidated Statements of Income Years ended December 31, 1998, 1997, and 1996 1998 1997 1996 ----------- ----------- ---------- (in thousands) Revenues: Premiums $ 23,875 9,368 3,154 Net investment income 127,812 111,661 70,629 Net realized gains (losses) on sales of investments (1,600) 563 472 Separate account fees 20,820 12,455 7,205 Other income 5,372 4,950 3,304 ----------- ----------- ---------- Total revenues 176,279 138,997 84,764 ----------- ----------- ---------- Benefits and expenses: Interest on policyholder deposits 93,759 81,129 50,100 Current and future policy benefits 25,225 11,496 5,130 Operating and other expenses 27,190 21,758 16,557 Amortization of purchased intangible assets 3,445 3,668 2,332 Amortization of deferred policy acquisition costs 9,393 6,307 4,389 ----------- ----------- ---------- Total benefits and expenses 159,012 124,358 78,508 ----------- ----------- ---------- Income before income taxes 17,267 14,639 6,256 ----------- ----------- ---------- Income tax expense (benefit): Current (1,576) 1,951 1,740 Deferred 4,949 3,710 915 ----------- ----------- ---------- Total income tax expense 3,373 5,661 2,655 ----------- ----------- ---------- Net income $ 13,894 8,978 3,601 =========== =========== ========== See accompanying notes to consolidated financial statements. COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARIES (a wholly owned subsidiary of Cova Corporation) Consolidated Statements of Shareholder's Equity Years ended December 31, 1998, 1997, and 1996 1998 1997 1996 ----------- ----------- ----------- (in thousands) Common stock, balance at beginning and end of period $ 5,799 5,799 5,799 ----------- ----------- ----------- Additional paid-in capital: Balance at beginning of period 191,491 166,491 129,586 Capital contribution 29,000 25,000 36,905 ----------- ----------- ----------- Balance at end of period 220,491 191,491 166,491 ----------- ----------- ----------- Retained earnings (deficit): Balance at beginning of period 12,516 3,538 (63) Net income 13,894 8,978 3,601 ----------- ----------- ----------- Balance at end of period 26,410 12,516 3,538 ----------- ----------- ----------- Accumulated other comprehensive income: Balance at beginning of period 2,732 (784) 2,764 Change in unrealized appreciation (depreciation) of debt and equity securities (14,571) 14,077 (13,915) Deferred federal income tax impact 1,801 (1,893) 1,910 Change in deferred policy acquisition costs attributable to unrealized depreciation (appreciation) 6,996 (5,342) 1,561 Change in present value of future profits attributable to unrealized depreciation (appreciation) 2,428 (3,326) 6,896 ----------- ----------- ----------- Balance at end of period (614) 2,732 (784) ----------- ----------- ----------- Total shareholder's equity $ 252,086 212,538 175,044 =========== =========== =========== Total comprehensive income: Net income $ 13,894 8,978 3,601 Other comprehensive income (change in net unrealized appreciation (depreciation) of debt and equity securities) (3,346) 3,516 (3,548) ----------- ----------- ----------- Total comprehensive income $ 10,548 12,494 53 =========== =========== =========== See accompanying notes to consolidated financial statements. COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARIES (a wholly owned subsidiary of Cova Corporation) Consolidated Statements of Cash Flows Years ended December 31, 1998, 1997, and 1996 1998 1997 1996 ------------- ------------ ------------ (in thousands) Reconciliations of net income to net cash provided by operating activities: Net income $ 13,894 8,978 3,601 Adjustments to reconcile net income to net cash provided by operating activities: Increase in future policy benefits 15,975 6,019 680 Increase (decrease) in payables and accrued liabilities (3,198) (1,194) 2,900 Increase in accrued investment income (903) (5,591) (4,778) Amortization of intangible assets and 12,838 9,975 6,721 deferred policy acquisition costs Amortization and accretion of securities premiums and discounts (1,767) 1,664 2,751 Recapture commissions paid to OakRe (5,197) (4,837) (4,483) Net realized loss (gain) on sale of investments 1,600 (563) (472) Interest accumulated on policyholder deposits 93,759 81,129 50,100 Increase (decrease) in current and deferred federal income taxes 2,281 5,917 (351) Separate account net income (12) (2,637) (2,008) Commissions and expenses deferred (50,044) (46,142) (34,803) Other (3,566) (3,537) (578) ------------- ------------ ------------ Net cash provided by operating activities 75,660 49,181 19,280 ------------- ------------ ------------ Cash flows from investing activities: Cash used in the purchase of investment securities (733,049) (809,814) (715,274) Proceeds from investment securities sold and matured 642,481 382,783 262,083 Other (1,159) 15,400 (14,166) ------------- ------------ ------------ Net cash used in investing activities $ (91,727) (411,631) (467,357) ------------- ------------ ------------ See accompanying notes to consolidated financial statements. COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARIES (a wholly owned subsidiary of Cova Corporation) Consolidated Statements of Cash Flows, Continued Years ended December 31, 1998, 1997, and 1996 1998 1997 1996 ------------- ------------ ------------ (in thousands) Cash flows from financing activities: Policyholder deposits $ 1,014,075 841,174 446,784 Transfers from OakRe 812,520 637,168 574,010 Transfer to separate accounts (789,872) (450,303) (126,797) Return of policyholder deposits (889,202) (597,425) (491,025) Proceeds from security collaterals on securities lending 25,923 -- -- Transfers to RGA (103,175) (120,411) -- Capital contributions received 29,000 25,000 20,000 ------------- ------------ ------------ Net cash provided by financing activities 99,269 335,203 422,972 ------------- ------------ ------------ Increase (decrease) in cash and cash equivalents 83,202 (27,247) (25,105) Cash and cash equivalents at beginning of period 16,576 43,823 62,256 CFLIC contributed cash (note 9) -- -- 6,672 ------------- ------------ ------------ Cash and cash equivalents at end of period $ 99,778 16,576 43,823 ============= ============ ============ See accompanying notes to consolidated financial statements. COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARIES (a wholly owned subsidiary of Cova Corporation) Notes to Consolidated Financial Statements December 31, 1998, 1997, and 1996 (1) NATURE OF BUSINESS AND ORGANIZATION NATURE OF THE BUSINESS Cova Financial Services Life Insurance Company (CFSLIC) and subsidiaries (the Company) market and service single premium deferred annuities, immediate annuities, variable annuities, term life, single premium variable universal life, and single premium whole life insurance policies. The Company is licensed to do business in 47 states and the District of Columbia. Most of the policies issued present no significant mortality nor longevity risk to the Company, but rather represent investment deposits by the policyholders. Single premium whole life insurance policies provide policy beneficiaries with mortality benefits amounting to a multiple, which declines with age, of the original premium. Under the deferred fixed annuity contracts, interest rates credited to policyholder deposits are guaranteed by the Company for periods from one to ten years, but in no case may renewal rates be less than 3%. The Company may assess surrender fees against amounts withdrawn prior to scheduled rate reset and adjust account values based on current crediting rates. Policyholders also may incur certain federal income tax penalties on withdrawals. Under the variable annuity contracts, policyholder deposits are allocated to various separate account sub-accounts or the general accounts. A sub-account is valued at the sum of market values of the securities in its underlying investment portfolio. The contract value allocated to a sub-account will fluctuate based on the performance of the sub-accounts. The contract value allocated to the general accounts is credited with a fixed interest rate for a specified period. The Company may assess surrender fees against amounts withdrawn prior to the end of the withdrawal charge period. Policyholders also may incur certain federal income tax penalties on withdrawals. Under the single premium variable life contracts, policyholder deposits are allocated to various separate account sub-accounts. The account value allocated to a sub-account will fluctuate based on the performance of the sub-accounts. The Company guarantees a minimum death benefit to be paid to the beneficiaries upon the death of the insured. The Company may assess surrender fees against amounts withdrawn prior to the end of the surrender charge period. A deferred premium tax may also be assessed against amounts withdrawn in the first ten years. Policyholders may also incur certain federal income tax penalties on withdrawals. Under the term life insurance policies, policyholders pay a level premium over a certain period of time to guarantee a death benefit will be paid to the beneficiaries upon the death of the insured. This policy has no cash accumulation available to the policyholder. Although the Company markets its products through numerous distributors, including regional brokerage firms, national brokerage firms, and banks, approximately 89%, 73%, and 66% of the Company's sales have been through two specific brokerage firms, A. G. Edwards & Sons, Incorporated and Edward Jones & Company in 1998, 1997, and 1996, respectively. ORGANIZATION CFSLIC, formerly Xerox Financial Services Life Insurance Company (XFSLIC), is a wholly owned subsidiary of Cova Corporation, a subsidiary of General American Life Insurance Company (GALIC), a Missouri domiciled life insurance company. When Cova Corporation purchased CSFLIC from Xerox Financial Services, Inc. (XFSI), a wholly owned subsidiary of Xerox Corporation, it entered into a financing reinsurance transaction with OakRe Life Insurance Company (OakRe), a subsidiary of XFSLIC, to assume the economic benefits and risks of the existing single premium deferred annuity deposits (SPDAs) of CFSLIC. Ownership of OakRe was retained by XFSI subsequent to the sale of XFSLIC and other affiliates. The receivable from OakRe to the Company that was created by this transaction will be liquidated over the remaining crediting rate guaranty periods which will be substantially expired by the end of the year 2000, from the transfer of cash in the amount of the then current account value, less a recapture commission fee to OakRe on policies retained beyond their 30-day-no-fee surrender window by the Company, upon the next crediting rate reset date of each annuity policy. The Company may then reinvest that cash for those policies that are retained and thereafter assume the benefits and risks of those deposits. In the event that both OakRe and XFSI default on the receivable, the Company may draw funds from a standby bank irrevocable letter of credit established by XFSI in the amount of $500 million. No funds were drawn on this letter of credit during the periods ended December 31, 1998 and 1997. In substance, terms of the agreement have allowed the seller, XFSI, to retain substantially all of the existing financial benefits and risks of the existing business, while the purchaser, GALIC, obtained the corporate operating and product licenses, marketing, and administrative capabilities of the Company and access to the retention of the policyholder deposit base that persists beyond the next crediting rate reset date. The Company owns 100% of the outstanding shares of First Cova Life Insurance Company (a New York domiciled insurance company) (FCLIC) and Cova Financial Life Insurance Company (a California domiciled insurance company) (CFLIC). Ownership of CFLIC was obtained on December 31, 1996 as the result of a capital contribution by Cova Corporation. The Company has presented the consolidated financial position and results of operations for its subsidiaries from the dates of actual ownership (see note 9). (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES DEBT SECURITIES Investments in all debt securities with readily determinable market values are classified into one of three categories: held to maturity, trading, or available-for-sale. Classification of investments is based on management's current intent. All debt securities at December 31, 1998 and 1997 were classified as available-for-sale. Securities available-for-sale are carried at fair value, with unrealized holding gains and losses reported as accumulated other comprehensive income in the shareholder's equity, net of deferred effects of income tax and related effects on deferred acquisition costs and present value of future profits. Amortization of the discount or premium from the purchase of mortgage-backed bonds is recognized using a level-yield method which considers the estimated timing and amount of prepayments of the underlying mortgage loans. Actual prepayment experience is periodically reviewed and effective yields are recalculated when differences arise between the prepayments previously anticipated and the actual prepayments received and currently anticipated. When such a difference occurs, the net investment in the mortgage-backed bond is adjusted to the amount that would have existed had the new effective yield been applied since the acquisition of the bond, with a corresponding charge or credit to interest income (the "retrospective method"). A realized loss is recognized and charged against income if the Company's carrying value in a particular investment in the available-for-sale category has experienced a significant decline in fair value that is deemed to be other than temporary. Investment income is recorded when earned. Realized capital gains and losses on the sale of investments are determined on the basis of specific costs of investments and are credited or charged to income. Gains or losses on financial future or option contracts which qualify as hedges of investments are treated as basis adjustments and are recognized in income over the life of the hedged investments. EQUITY SECURITIES Equity securities represent investments in nonredeemable preferred stock and common stock warrants. These securities are carried at fair value, which is determined primarily through published quotes of trading values. Changes to adjust the carrying value are reported directly in shareholder's equity. Other-than-temporary declines below cost are recorded as realized losses. MORTGAGE LOANS AND POLICY LOANS Mortgage loans and policy loans are carried at their unpaid principal balances. An allowance for mortgage loan losses is established based on an evaluation of the mortgage loan portfolio, past credit loss experience, and current economic conditions. Reserves for loans are established when the Company determines that collection of all amounts due under the contractual terms is doubtful and are calculated in conformity with Statement of Financial Accounting Standards (SFAS) No. 114, Accounting by Creditors for Impairment of a Loan, as amended by SFAS No. 118, Accounting by Creditors for Impairment of a Loan -Income Recognition and Disclosures. The Company had no impaired loans, and the valuation allowance for potential losses on mortgage loans was $510,000 and $237,000, at December 31, 1998 and 1997, respectively. CASH AND CASH EQUIVALENTS Cash and cash equivalents include currency and demand deposits in banks, U.S. Treasury bills, money market accounts, and commercial paper with maturities under 90 days, which are not otherwise restricted. SEPARATE ACCOUNT ASSETS Separate accounts contain segregated assets of the Company that are specifically assigned to variable annuity or life policyholders in the separate accounts and are not available to other creditors of the Company. The earnings of separate account investments are also assigned to the policyholders in the separate accounts, and are not guaranteed or supported by the other general investments of the Company. The Company earns mortality and expense risk fees from the separate account and assesses withdrawal charges in the event of early withdrawals. Separate account assets are carried at fair value. In order to provide for optimum policyholder returns and to allow for the replication of the investment performance of existing "cloned" mutual funds, the Company has periodically transferred capital to the separate account to provide for the initial purchase of investments in new portfolios. As additional funds have been received through policyholder deposits, the Company has periodically reduced its capital investment in the separate accounts. The Company's capital investment in the separate accounts as of December 31, 1998 and 1997, is presented in note 3. DEFERRED POLICY ACQUISITION COSTS The costs of acquiring new business which vary with and are directly related to the production of new business, principally commissions, premium taxes, sales costs, and certain policy issuance and underwriting costs, are deferred. These deferred costs are amortized in proportion to estimated future gross profits derived from investment income, realized gains and losses on sales of securities, unrealized securities gains and losses, interest credited to accounts, surrender fees, mortality costs, and policy maintenance expenses. The estimated gross profit streams are periodically reevaluated and the unamortized balance of deferred policy acquisition costs is adjusted to the amount that would have existed had the actual experience and revised estimates been known and applied from the inception of the policies and contracts. The amortization and adjustments resulting from unrealized gains and losses are not recognized currently in income but as an offset to the accumulated other comprehensive income component of shareholder's equity. The amortization period is the remaining life of the policies, which is estimated to be 20 years from the date of original policy issue. The components of deferred policy acquisition costs are shown below. The effects on deferred policy acquisition costs of the consolidation of CFLIC (see note 9) with the Company are presented separately. 1998 1997 1996 ------------ ------------ ------------- (IN THOUSANDS) Deferred policy acquisition costs, beginning of period $ 84,326 49,833 14,468 Commissions and expenses deferred 50,044 46,142 34,803 Amortization (9,393) (6,307) (4,389) Deferred policy acquisition costs attributable to unrealized depreciation (appreciation) 6,996 (5,342) 1,561 Effects on deferred policy acquisition costs of CFLIC consolidation -- -- 3,390 ------------ ------------ ------------- Deferred policy acquisition costs, end of period $ 131,973 84,326 49,833 ============ ============ ============= PURCHASE-RELATED INTANGIBLE ASSETS AND LIABILITIES In accordance with the purchase method of accounting for business combinations, two intangible assets and a future payable related to accrued purchase price consideration were established as of the purchase date. Present Value of Future Profits The Company established an intangible asset which represents the present value of future profits (PVFP) to be derived from both the purchased and transferred blocks of business. Certain estimates were utilized in the computation of this asset including estimates of future policy retention, investment income, interest credited to policyholders, surrender fees, mortality costs, and policy maintenance costs discounted at a pretax rate of 18% (12% net after tax). In addition, as the Company has the option of retaining its SPDA policies after they reach their next interest rate reset date and are recaptured from OakRe, a component of this asset represents estimates of future profits on recaptured business. This asset will be amortized in proportion to estimated future gross profits derived from investment income, realized gains and losses on sales of securities, unrealized securities appreciation and depreciation, interest credited to accounts, surrender fees, mortality costs, and policy maintenance expenses. The estimated gross profit streams are periodically reevaluated and the unamortized balance of present value of future profits will be adjusted to the amount that would have existed had the actual experience and revised estimates been known and applied from inception. The amortization and adjustments resulting from unrealized appreciation and depreciation are not recognized currently in income but as an offset to the accumulated other comprehensive income reflected as a separate component of shareholder's equity. The amortization period is the remaining life of the policies, which is estimated to be 20 years from the date of original policy issue. Based on current assumptions, amortization of the original in-force PVFP asset, expressed as a percentage of the original in-force asset, is projected to be 4.8%, 6.2%, 6.9%, 7.3%, and 7.1% for the years ended December 31, 1999 through 2003, respectively. Actual amortization incurred during these years may be more or less as assumptions are modified to incorporate actual results. During 1996, the Company adjusted its original purchase accounting to include a revised estimate of the ultimate renewal (recapture) rate. This adjustment resulted in a reallocation of the net purchased intangible asset between PVFP, goodwill, and the future payable. This final allocation and the resulting impact on inception to date amortization was recorded, in its entirety, in 1996. The components of PVFP are shown below. The effects on PVFP of the consolidation of CFLIC (see note 9) with the Company are presented separately. 1998 1997 1996 ------------ ------------ ------------- (IN THOUSANDS) PVFP - beginning of period $ 41,486 46,389 38,155 Net amortization (1,684) (1,577) (473) Present value of future profits attributable to unrealized depreciation (appreciation) 2,428 (3,326) 6,896 Adjustment due to revised push-down purchase accounting -- -- 698 Effects on present value of future profits of CFLIC consolidation -- -- 1,113 ------------ ------------ ------------- PVFP - end of period $ 42,230 41,486 46,389 ============ ============ ============= Goodwill Under the push-down method of purchase accounting, the excess of purchase price over the fair value of tangible and intangible assets and liabilities acquired is established as an asset and referred to as goodwill. The Company has elected to amortize goodwill on the straight-line basis over a 20-year period. The components of goodwill are shown below. The effects on goodwill of the consolidation of CFLIC (see note 9) with the Company are presented separately. 1998 1997 1996 ----------- ------------ ------------ (IN THOUSANDS) Goodwill - beginning of period $ 19,717 20,849 23,358 Amortization (1,132) (1,132) (916) Adjustment due to revised push-down purchase accounting -- -- (3,626) Effects on goodwill of CFLIC consolidation -- -- 2,033 ----------- ------------ ------------ Goodwill - end of period $ 18,585 19,717 20,849 =========== ============ ============ Future Payable Pursuant to the financial reinsurance agreement with OakRe, the receivable from OakRe becomes due in installments when the SPDA policies reach their next crediting rate reset date. For any recaptured policies that continue in force into the next guarantee period, the Company will pay a commission to OakRe of 1.75% up to 40% of policy account values originally reinsured and 3.50% thereafter. On policies that are recaptured and subsequently exchanged to a variable annuity policy, the Company will pay a commission to OakRe of 0.50%. The Company has recorded a future payable that represents the present value of the anticipated future commission payments payable to OakRe over the remaining life of the financial reinsurance agreement discounted at an estimated borrowing rate of 6.50%. This liability represents a contingent purchase price payable for the policies transferred to OakRe on the purchase date and has been pushed down to the Company through the financial reinsurance agreement. The Company expects that this payable will be substantially extinguished by the end of the year 2000. The components of this future payable are shown below. The effects on the future payable on the consolidation of CFLIC (see note 9) with the Company are presented separately. 1998 1997 1996 ----------- ------------ ---------- (IN THOUSANDS) Future payable - beginning of period $ 12,173 16,051 23,967 Interest added 629 959 943 Payments to OakRe (5,826) (4,837) (4,483) Adjustment due to revised push-down purchase accounting -- -- (5,059) Effects on goodwill of CFLIC consolidation -- -- 683 ----------- ------------ ----------- Future payable - end of period $ 6,976 12,173 16,051 =========== ============ =========== DEFERRED TAX ASSETS AND LIABILITIES XFSI and GALIC agreed to file an election to treat the acquisition of the Company as an asset acquisition under the provisions of Internal Revenue Code Section 338(h)(10). As a result of that election, the tax basis of the Company's assets as of the date of acquisition was revalued based upon fair market values. The principal effect of the election was to establish a tax asset on the tax-basis consolidated balance sheet of approximately $37.9 million for the value of the business acquired that is amortizable for tax purposes over ten to fifteen years. POLICYHOLDER DEPOSITS The Company recognizes its liability for policy amounts that are not subject to policyholder mortality nor longevity risk at the stated contract value, which is the sum of the original deposit and accumulated interest, less any withdrawals. The average weighted interest crediting rate on the Company's policyholder deposits as of December 31, 1998 was 5.86%. FUTURE POLICY BENEFITS Reserves are held for future policy benefits that subject the Company to risks to make payments contingent upon the continued survival of an individual or couple (longevity risk). These reserves are valued at the present value of estimated future benefits discounted for interest, expenses, and mortality. The assumed mortality is the 1983 Individual Annuity Mortality Tables discounted at 5.50% to 8.50%, depending upon year of issue. Current mortality benefits payable are recorded for reported claims and estimates of amounts incurred but not reported. PREMIUM REVENUE The Company recognizes premium revenue at the time of issue on annuity policies that subject it to longevity risks. Amounts collected on annuity policies not subject to longevity risk are recorded as increases in the policyholder deposits liability. For term and single premium variable life products, premiums are recognized as revenue when due. OTHER INCOME Other income consists primarily of policy surrender charges, servicing fee from OakRe for administrating their policies, and advisory fees received from GALIC for advisory services rendered on their individual annuity products. FEDERAL INCOME TAXES The Company files a consolidated income tax return with its subsidiaries. Allocations of federal income taxes are based upon separate return calculations. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amount of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. RISKS AND UNCERTAINTIES In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ significantly from those estimates. The following elements of the consolidated financial statements are most affected by the use of estimates and assumptions: - Investment valuation - Amortization of deferred policy acquisition costs - Amortization of present value of future profits - Recoverability of goodwill The fair value of the Company's investments is subject to the risk that interest rates will change and cause a temporary increase or decrease in the liquidation value of debt securities. To the extent that fluctuations in interest rates cause the cash flows of assets and liabilities to change, the Company might have to liquidate assets prior to their maturity and recognize a gain or loss. Interest rate exposure for the investment portfolio is managed through asset/liability management techniques which attempt to control the risks presented by differences in the probable cash flows and reinvestment of assets with the timing of crediting rate changes in the Company's policies and contracts. Changes in the estimated prepayments of mortgage-backed securities also may cause retrospective changes in the amortization period of securities and the related recognition of income. The amortization of deferred policy acquisition costs is based on estimates of long-term future gross profits from existing policies. These gross profits are dependent upon policy retention and lapses, the spread between investment earnings and crediting rates, and the level of maintenance expenses. Changes in circumstances or estimates may cause retrospective adjustment to the periodic amortization expense and the carrying value of the deferred expense. In a similar manner, the amortization of PVFP is based on estimates of long-term future profits from existing policies when the Company was purchased by GALIC and policies recaptured from OakRe. These gross profits are dependent upon policy retention and lapses, the spread between investment earnings and crediting rates, and the level of maintenance expenses. Changes in circumstances or estimates may cause retrospective adjustment to the periodic amortization expense and the carrying value of the asset. The Company has considered the recoverability of goodwill and has concluded that no circumstances have occurred which would give rise to impairment of goodwill at December 31, 1998. FAIR VALUE OF FINANCIAL INSTRUMENTS SFAS No. 107, Disclosures About Fair Value of Financial Instruments, applies fair value disclosure practices with regard to financial instruments, both assets and liabilities, for which it is practical to estimate fair value. In cases where quoted market prices are not readily available, fair values are based on estimates that use present value or other valuation techniques. These techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Although fair value estimates are calculated using assumptions that management believes are appropriate, changes in assumptions could cause these estimates to vary materially. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, might not be realized in the immediate settlement of the instruments. SFAS No. 107 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Because of this, and further because the value of a business is also based upon its anticipated earning power, the aggregate fair value amounts represented do not present the underlying value of the Company. The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments: Cash and Cash Equivalents, Short-term Investments, and Accrued Investment Income The carrying value amounts reported in the consolidated balance sheets for these instruments approximate their fair values. Short-term debt securities are considered available-for-sale. Investment Securities and Mortgage Loans (Including Mortgage-backed Securities) Fair values of debt securities are based on quoted market prices, where available. For debt securities not actively traded, fair value estimates are obtained from independent pricing services. In some cases, such as private placements, certain mortgage-backed securities, and mortgage loans, fair values are estimated by discounting expected future cash flows using a current market rate applicable to the yield, credit quality, and maturity of the investments (see note 3 for fair value disclosures). Policy Loans Fair values of policy loans approximate carrying value as the interest rates on the majority of policy loans are reset periodically and, therefore, approximate current interest rates. Interest Rate Swaps and Financial Futures Contracts The fair value of interest rate swaps and financial futures contracts are the amounts the Company would receive or pay to terminate the contracts at the reporting date, thereby taking into account the current unrealized gains or losses of open contracts. Amounts are based on quoted market prices or pricing models or formulas using current assumptions (see note 5 for fair value disclosures). Investment Contracts The Company's policy contracts require the beneficiaries to commence receipt of payments by the later of age 85 or 10 years after purchase, and substantially all permit earlier surrenders, generally subject to fees and adjustments. Fair values for the Company's liabilities for investment type contracts (policyholder deposits) are estimated as the amount payable on demand. As of December 31, 1998 and 1997, the cash surrender value of policyholder deposits was approximately $103.2 million and $151.5 million less than their stated carrying value. Of the contracts permitting surrender, substantially all provide the option to surrender without fee or adjustment during the 30 days following reset of guaranteed crediting rates. The Company has not determined a practical method to determine the present value of this option. All of the Company's deposit obligations are fully guaranteed by the acquirer, GALIC, and the receivable from OakRe equal to the SPDA obligations is guaranteed by OakRe's parent, XFSI. REINSURANCE Effective in December 1998, the Company entered into a financing reinsurance agreement with GALIC. The reinsurance agreement provides that the Company will reinsurance a block of annuity business issued by GALIC on a 36% coinsurance basis. The Company recognized income and a corresponding receivable for $1.6 million related to the reinsurance agreement. The financing reinsurance agreement entered into with OakRe as a condition to the purchase of the Company does not meet the conditions for reinsurance accounting under generally accepted accounting principles (GAAP). The net assets initially transferred to OakRe were established as a receivable and are subsequently increased as interest is accrued on the underlying liabilities and decreased as funds are transferred back to the Company when policies reach their crediting rate reset date or benefits are claimed. During 1997, the Company entered into a financing reinsurance agreement with RGA Reinsurance Company (RGA), an affiliate, related to certain of the Company's single premium deferred annuity products. The agreement contains recapture provisions, at the option of the Company, beginning in 1999 at a rate of 20% per year. Deposits recorded under the contract were approximately $219 million and $120 million and are reflected as policyholder deposits in the consolidated balance sheets at December 31, 1998 and 1997, respectively. RECENTLY ADOPTED ACCOUNTING STANDARDS On January 1, 1998, SFAS No. 125, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, became fully effective. Previously, the Financial Accounting Standards Board (the FASB) had deferred until that date certain provisions of SFAS No. 125 pertaining to repurchase agreements, securities lending, and similar financing transactions. As a result of adopting the deferred provisions of SFAS No. 125, the Company has recognized on its December 31, 1998 consolidated balance sheet cash of approximately $25,923,000 related to collateral controlled on securities lending transactions and a corresponding obligation to return such collateral at the termination of such transactions. Restatement of prior period financial statements is not permitted. In June 1997, the Financial Accounting Standards Board issued SFAS No. 130, Reporting Comprehensive Income. SFAS No. 130 establishes standards for the reporting and display of comprehensive income and its components in the financial statements. SFAS No. 130 is effective for the fiscal year beginning after December 15, 1997. Reclassification of financial statements for earlier periods provided is required for comparative purposes. The Company has elected to adopt SFAS No. 130 in 1998. The adoption of SFAS No. 130 has no impact on the Company's consolidated net income or shareholder's equity. The Company's only component of accumulated other comprehensive income relates to unrealized appreciation and depreciation on debt and equity securities. RECENTLY ISSUED ACCOUNTING STANDARD SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, was issued in June 1998. SFAS No. 133 requires all derivative instruments to be recorded on the balance sheet at estimated fair value. The Company's present accounting policies would apply such accounting treatment only to marketable securities as defined under SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, and to off-balance sheet derivative instruments. SFAS No. 133 will broaden the definition of derivative instruments to include all classes of financial assets and liabilities. It also will require separate disclosure of identifiable derivative instruments embedded in hybrid securities. Change in the fair value of derivative instruments is to be recorded each period either in current earnings or other comprehensive income, depending on whether a derivative is designed as part of a hedge transaction and, if it is, on the type of hedge transaction. SFAS No. 133 is effective for the Company beginning January 1, 2000. The Company's management is currently evaluating the impact of SFAS No. 133; at present, the management does not believe it will have a material effect on the Company's consolidated financial position or results of operations. OTHER Certain 1997 and 1996 amounts have been reclassified to conform to the 1998 presentation. (3) INVESTMENTS The Company's investments in debt and equity securities are considered available-for-sale and carried at estimated fair value, with the aggregate unrealized appreciation or depreciation being recorded as a separate component of shareholder's equity. The amortized cost, estimated fair value, and carrying value of investments at December 31, 1998 and 1997, are as follows: 1998 ----------------------------------------------------------------------------- GROSS GROSS ESTIMATED AMORTIZED UNREALIZED UNREALIZED FAIR CARRYING COST GAINS LOSSES VALUE VALUE -------------- -------------- --------------- --------------- -------------- (IN THOUSANDS) Debt securities: U.S. Government treasuries $ 28,288 249 (84) 28,453 28,453 Collateralized mortgage obligations 303,577 3,067 (1,571) 305,073 305,073 Corporate, state, municipalities, and political subdivisions 1,043,333 19,736 (25,082) 1,037,987 1,037,987 -------------- -------------- --------------- --------------- -------------- Total debt securities 1,375,198 23,052 (26,737) 1,371,513 1,371,513 Equity securities 9,037 -- -- 9,037 9,037 Mortgage loans (net) 312,865 17,500 -- 330,365 312,865 Policy loans 26,295 -- -- 26,295 26,295 -------------- -------------- --------------- --------------- -------------- Total investments $ 1,723,395 40,552 (26,737) 1,737,210 1,719,710 ============== ============== =============== =============== ============== Company's beneficial interest in separate accounts $ 2 -- -- 2 2 ============== ============== =============== =============== ============== 1997 ----------------------------------------------------------------------------- GROSS GROSS ESTIMATED AMORTIZED UNREALIZED UNREALIZED FAIR CARRYING COST GAINS LOSSES VALUE VALUE -------------- -------------- --------------- --------------- -------------- (IN THOUSANDS) Debt securities: U.S. Government treasuries $ 8,067 121 -- 8,188 8,188 Collateralized mortgage obligations 370,802 4,504 (524) 374,782 374,782 Corporate, state, municipalities, and political subdivisions 890,493 14,867 (8,083) 897,277 897,277 -------------- -------------- --------------- --------------- -------------- Total debt securities 1,269,362 19,492 (8,607) 1,280,247 1,280,247 Mortgage loans (net) 348,206 24,346 -- 372,552 348,206 Policy loans 24,228 -- -- 24,228 24,228 -------------- -------------- --------------- --------------- -------------- Total investments $ 1,641,796 43,838 (8,607) 1,677,027 1,652,681 ============== ============== =============== =============== ============== Company's beneficial interest in separate accounts $ 300 9 -- 309 309 ============== ============== =============== =============== ============== The amortized cost and estimated fair value of debt securities at December 31, 1998, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Maturities of mortgage-backed securities will be substantially shorter than their contractual maturity because they require monthly principal installments and mortgagees may prepay principal. 1998 ------------------------------ ESTIMATED AMORTIZED FAIR COST VALUE -------------- -------------- (IN THOUSANDS) Less than one year $ 55,653 54,942 Due after one year through five years 504,712 498,469 Due after five years through ten years 390,086 392,828 Due after ten years 121,170 120,201 Mortgage-backed securities 303,577 305,073 -------------- -------------- Total $ 1,375,198 1,371,513 ============== ============== At December 31, 1998, approximately 89.8% of the Company's debt securities are investment grade or are nonrated but considered to be of investment grade. Of the 10.2% noninvestment grade debt securities, 7.4% are rated as BB, 2.4% are rated as B, and 0.4% are rated C and treated as impaired. The Company participates in a securities lending program whereby certain securities are loaned to third parties, primarily major brokerage firms. The agreement with a custodian bank facilitating such lending requires a minimum of 102% of the initial market value of the domestic loaned securities to be maintained in a collateral pool. To further minimize the credit risk related to this lending program, the Company monitors the financial condition of the counterparties to these agreements. Securities loaned at December 31, 1998 had market values totaling $25,247,750. Cash of $25,923,295 was held as collateral to secure this agreement. Income on the Company's security lending program in 1998 was immaterial. The Company had two impaired debt securities, of which one became nonincome producing on December 31, 1998. All debt securities were income producing at December 31, 1997. The components of investment income, realized capital gains (losses), and unrealized appreciation (depreciation) are as follows: 1998 1997 1996 ------------ ------------ ------------- (IN THOUSANDS) Income on debt securities $ 94,876 84,203 53,632 Income on short-term investments 2,720 2,265 2,156 Income on interest rate swaps 71 43 -- Income on policy loans 1,980 1,852 1,454 Interest on mortgage loans 28,650 24,890 13,633 Income on separate account investments 13 2,637 772 Loss on derivatives -- (2,035) (1,640) Miscellaneous interest 1,644 (258) 1,773 ------------ ------------ ------------- Total investment income 129,954 113,597 71,780 Investment expenses (2,142) (1,936) (1,151) ------------ ------------ ------------- Net investment income $ 127,812 111,661 70,629 Net realized capital gains (losses) are as follows: Debt securities $ (1,600) 537 469 Mortgage loans -- 27 4 Short-term investments -- (1) (1) ------------ ------------ ------------- Net realized gains (losses) on investments $ (1,600) 563 472 ============ ============ ============= 1998 1997 1996 ------------ ------------ ------------- (IN THOUSANDS) Unrealized appreciation (depreciation) are as follows: Debt securities $ (3,685) 10,885 (3,192) Effects on deferred acquisition costs amortization 3,215 (3,781) 1,561 Effects on PVFP amortization (473) (2,901) 425 ------------ ------------ ------------- Unrealized appreciation (depreciation) before income tax (943) 4,203 (1,206) Unrealized income tax benefit (expense) 329 (1,471) 422 ------------ ------------ ------------- Net unrealized appreciation (depreciation) on investments $ (614) 2,732 (784) ============ ============ ============= Proceeds from sales, redemptions, and paydowns of investments in debt securities during 1998 were $486,264,174. Gross gains of $5,102,040 and gross losses of $6,601,099 were realized on those sales. Included in these amounts were $1,002,539 of gross gains and $6,011,305 of gross losses realized on the sale of noninvestment grade securities. Net realized losses include a 1998 impairment adjustment totaling approximately $100,000 related to two debt securities held by the Company. Proceeds from sales, redemptions, and paydowns of investments in debt securities during 1997 were $358,658,091. Gross gains of $1,765,242 and gross losses of $254,493 were realized on those sales. Included in these amounts were $681,159 of gross gains and $122,480 of gross losses realized on the sale of noninvestment grade securities. Net realized gains include a 1997 impairment adjustment totaling approximately $974,000 related to one debt security held by the Company. Proceeds from sales, redemptions, and paydowns of investments in debt securities during 1996 were $223,430,495. Gross gains of $1,158,518 and gross losses of $687,126 were realized on those sales. Included in these amounts were $28,969 of gross gains realized on the sale of noninvestment grade securities. Securities with a carrying value of approximately $6,400,000 at December 31, 1998 were deposited with government authorities as required by law. (4) SECURITIES GREATER THAN 10% OF SHAREHOLDER'S EQUITY The Company does not have any individual security that exceeds 10% of shareholder's equity at December 31, 1998 and 1997. (5) FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK A derivative financial instrument, in very general terms, refers to a security whose value is derived from the value of an underlying asset, reference rate, or index. The Company has a variety of reasons to use derivative instruments, such as to attempt to protect the Company against possible changes in the market value of its portfolio and to manage the portfolio's effective yield, maturity, and duration. All of the Company's holdings are marked to fair value monthly with the change in value reflected in unrealized appreciation/depreciation. Upon disposition, a realized gain or loss is recognized accordingly, except when the disposition closes a hedge. In this instance, the recognition of gain or loss is postponed until the disposal of the security underlying the option or futures contract. Summarized below are the specific types of derivative instruments used by the Company. INTEREST RATE SWAPS At December 31, 1998, the Company had two outstanding interest rate swap agreements which expire at 2002 and 2003. Under the agreements, the Company receives a fixed rate of 6.63% and 6.70% on a notional amount of $7 and $8 million, respectively, and pays a floating rate based on London Interbank Offered Rate (LIBOR). The estimated fair value of the agreements at December 31, 1998 was a net unrealized gain of approximately $0.6 million which is recognized in the accompanying consolidated balance sheet. At December 31, 1997, the Company has one outstanding interest rate swap agreement which expires in 2002. Under the agreement, the Company receives a fixed rate of 6.63% on $7.0 million and pays a floating rate based on LIBOR. At December 31, 1997, the estimated fair value of the agreement was immaterial. Under interest rate swaps, the Company agrees with counterparties to exchange, at specific intervals, the payments between floating and fixed-rate interest amounts calculated by reference to notional amounts. Net interest payments are recognized within net investment income in the consolidated statement of income. FUTURES In order to limit exposure to market fluctuations related to temporary seed money invested within the separate account, the Company entered into financial futures contracts during 1997 and 1996. No financial futures contracts were held during 1998. The Company recorded $-0-, $2,035,309, and $1,639,717 of losses from terminated contracts as a component of net investment income during 1998, 1997 and 1996, respectively. The Company also recorded gains of $-0-, $2,636,999, and $2,007,720 as a component of net investment income from market appreciation on the underlying hedged securities within the separate account during 1998, 1997, and 1996, respectively. A futures contract is an agreement involving the delivery of a particular asset on a specified future date at an agreed upon price. The Company utilized futures on the S&P 500 index in 1997. Upon entering into futures contracts, the Company maintains, in a segregated account with its custodian, securities with a value equal to an agreed upon portion of the notional obligation under the futures contracts. During the period the futures contract is open, payments are received from or made to the broker daily based upon changes in the value of the contract with the related income or loss reflected in the consolidated statement of income as a contra to changes in fair value of the hedged securities. The Company is exposed to credit related risk in the event of nonperformance by counterparties to financial instruments but does not expect any counterparties to fail to meet their obligations. It is the Company's policy to deal only with highly rated companies. (6) COMPREHENSIVE INCOME The components of comprehensive income are as follows: 1998 1997 1996 ------------ ------------ ------------- (IN THOUSANDS) Net income $ 13,894 8,978 3,601 ------------ ------------ ------------- Other comprehensive income (loss), before tax - unrealized appreciation (depreciation) of debt and equity securities arising during period: Unrealized holding appreciation (depreciation) of debt and equity securities (12,971) 13,514 (14,387) Adjustment to deferred acquisition costs attributable to unrealized (appreciation) depreciation 6,228 (5,128) 1,614 Adjustment to PVFP attributable to unrealized (appreciation) depreciation 2,161 (3,193) 7,130 ------------ ------------ ------------- Total unrealized appreciation (depreciation) arising during period (4,582) 5,193 (5,643) Less reclassification adjustments for realized (gains) losses included in net income: Adjustment for (gains) losses included in net realized gains (losses) on sales of investments 1,600 (563) (472) Adjustment for (gains) losses included in amortization of PVFP (768) 214 53 Adjustment for (gains) losses included in amortization of deferred acquisition costs (267) 133 234 ------------ ------------ ------------- Total reclassification adjustments for (gains) losses included in net income 565 (216) (185) ------------ ------------ ------------- Other comprehensive income (loss) before related income tax expense (benefit) (5,147) 5,409 (5,458) Related income tax expense (benefit) (1,801) 1,893 (1,910) ------------ ------------ ------------- Other comprehensive income (loss), net of tax (3,346) 3,516 (3,548) ------------ ------------ ------------- Comprehensive income $ 10,548 12,494 53 ============ ============ ============= (7) POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS The Company has no direct employees and no retired employees. All personnel used to support the operations of the Company are supplied by contract by Cova Life Management Company (CLMC), a wholly owned subsidiary of Cova Corporation. The Company is allocated a portion of certain health care and life insurance benefits for future retired employees of CLMC. In 1998, 1997, and 1996, the Company was allocated a portion of benefit costs including severance pay, accumulated vacations, and disability benefits. At December 31, 1998, CLMC had no retired employees nor any employees fully eligible for retirement and had no disbursements for such benefit commitments. The expense arising from these obligations is not material. (8) INCOME TAXES The Company will file a consolidated federal income tax return with its wholly owned subsidiaries, CFLIC and FCLIC. Amounts payable or recoverable related to periods before June 1, 1995 are subject to an indemnification agreement with XFSI, which has the effect that the Company is not at risk for any income taxes nor entitled to recoveries related to those periods, except for approximately $0.2 million of state income tax recoveries. Income taxes are recorded in the consolidated statement of income and directly in certain shareholder's equity accounts. Income tax expense for the years ended December 31 is allocated as follows: 1998 1997 1996 ------------ ------------ ------------- (IN THOUSANDS) Statements of income: Operating income (excluding realized investment gains and losses) $ 3,906 5,464 2,493 Realized investment gains (losses) (533) 197 162 ------------ ------------ ------------- Income tax expense (benefit) included in the consolidated statements of income 3,373 5,661 2,655 Shareholder's equity - change in deferred federal income taxes related to unrealized appreciation (depreciation) on securities (1,801) 1,893 (1,910) ------------ ------------ ------------- Total income tax expense $ 1,572 7,554 745 ============ ============ ============= The actual federal income tax expense differed from the expected tax expense computed by applying the U.S. federal statutory rate to income before taxes on income as follows: 1998 1997 1996 ------------------ ------------------- -------------------- (IN THOUSANDS) Computed expected tax expense $ 6,043 35.0% $ 5,124 35.0% $ 2,190 35.0% State income taxes, net (8) -- (33) (0.2) 77 1.2 Amortization of intangible assets 396 2.3 396 2.7 320 5.1 Dividend received deduction - separate account (3,183) (18.5) -- -- -- -- Other 125 0.7 174 1.2 68 1.1 --------- -------- -------- ---------- --------- ---------- Total $ 3,373 19.5% $ 5,661 38.7% $ 2,655 42.4% ========= ======== ======== ========== ========= ========== The tax effect of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 1998 and 1997 follows: 1998 1997 ----------- ------------ (IN THOUSANDS) Deferred tax assets: Policy reserves $ 31,003 25,312 Liability for commissions on recapture 2,896 4,715 Tax basis of intangible assets purchased 5,351 5,791 DAC "Proxy Tax" 20,619 14,594 Other deferred tax assets 2,690 31 ----------- ------------ Total deferred tax assets 62,559 50,443 ----------- ------------ Deferred tax liabilities: PVFP 11,013 9,734 Unrealized (depreciation) appreciation on investments (330) 1,472 Deferred policy acquisition costs 46,190 29,514 Other deferred tax liabilities 900 1,790 ----------- ------------ Total deferred tax liabilities 57,773 42,510 ----------- ------------ Net deferred tax assets $ 4,786 7,933 =========== ============ A valuation allowance is provided when it is more likely than not that some portion of the deferred tax assets will not be realized. Management believes the deferred tax assets will be fully realized in the future based upon expectation of the reversal of existing temporary differences, anticipated future earnings, and consideration of all other available evidence. Accordingly, no valuation allowance is established. (9) RELATED-PARTY TRANSACTIONS On December 31, 1997, CLMC and Navisys Incorporated, affiliated companies, purchased certain assets of Johnson & Higgins/Kirke Van Orsdel, Inc. (J&H/KVI), an unaffiliated Delaware corporation, for $2,500,000. The purchased assets are the administrative and service systems that provide the marketing, underwriting, claims, and administrative functions for the Company's life and annuity products. On January 1, 1998, the purchased assets of J&H/KVI were merged into Cova Life Administrative Service Company (CLASC). Navisys Incorporated purchased 51% of CLASC, the remaining 49% was purchased by CLMC. The Company has entered into management, operations, and servicing agreements with its affiliated companies. The affiliated companies are CLMC, a Delaware corporation, which provides management services and the employees necessary to conduct the activities of the Company; and Conning Asset Management, which provides investment advice. Additionally, a portion of overhead and other corporate expenses are allocated by the Company's ultimate parent, GALIC. CLASC provides various services for the Company including underwriting, claims, and administrative functions. Expenses and fees paid to affiliated companies in 1998, 1997, and 1996 for the Company were $20,923,330, $9,400,517, and $6,618,303, respectively. In 1998 and 1997, the Company received approximately $3.2 million and $1.1 million, respectively, in advisory fees from GALIC related to advisory services on GALIC's individual annuity products. On December 31, 1996, Cova Corporation transferred its ownership of CFLIC to the Company. The transfer of ownership was recorded as additional paid-in capital and increased shareholder's equity on the Company's December 31, 1996 balance sheet by approximately $16.9 million. This change in direct ownership had no effect on the operations of either the Company or CFLIC as both entities had existed under common management and control prior to the December 31, 1996 transfer. Although CFLIC's balance sheet is fully consolidated with the Company's December 31, 1996 balance sheet, CFLIC's 1996 income and cash flows statements have not been consolidated with the Company's 1996 income or cash flows statements. However, CFLIC's December 31, 1996 cash balance of $6.7 million is included in the Company's consolidated cash flows statement. (10) STATUTORY SURPLUS AND DIVIDEND RESTRICTION GAAP differs in certain respects from the accounting practices prescribed or permitted by insurance regulatory authorities (statutory accounting principles). The major differences arise principally from the immediate expense recognition of policy acquisition costs and intangible assets for statutory reporting, determination of policy reserves based on different discount rates and methods, the recognition of deferred tax under GAAP reporting, the nonrecognition of financial reinsurance for GAAP reporting, the establishment of an asset valuation reserve as a contingent liability based on the credit quality of the Company's investment securities, and an interest maintenance reserve as an unearned liability to defer the realized gains and losses of fixed income investments presumably resulting from changes to interest rates and amortize them into income over the remaining life of the investment sold. In addition, adjustments to record the carrying values of debt securities and certain equity securities at fair value are applied only under GAAP reporting, and capital contributions in the form of notes receivable from an affiliated company are not recognized under GAAP reporting. Purchase accounting creates another difference as it requires the restatement of GAAP assets and liabilities to their estimated fair values and shareholder's equity to the net purchase price. Statutory accounting does not recognize the purchase method of accounting. As of December 31, the differences between statutory capital and surplus and shareholder's equity determined in conformity with GAAP are as follows: 1998 1997 ------------- ------------- (IN THOUSANDS) Statutory capital and surplus $ 104,740 90,439 Reconciling items: GAAP investment valuation reserves (510) (237) Statutory asset valuation reserve 19,206 18,301 Statutory interest maintenance reserve 5,983 3,080 GAAP investment adjustments to fair value (3,685) 10,885 GAAP deferred policy acquisition costs 131,973 84,326 GAAP basis policy reserves (52,305) (39,921) GAAP deferred federal income taxes (net) 4,786 7,933 GAAP guarantee assessment adjustment (9,700) (9,700) GAAP goodwill 18,373 19,457 GAAP present value of future profits 42,230 41,486 GAAP future purchase price payable (6,976) (12,173) Other (2,029) (1,338) ------------- ------------- GAAP shareholder's equity $ 252,086 212,538 ============= ============= COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY AND SUBSIDIARIES (a wholly owned subsidiary of Cova Corporation) Notes to Consolidated Financial Statements December 31, 1998, 1997, and 1996 Statutory net losses for CFSLIC for the years ended December 31, 1998, 1997, and 1996 were $2,830,105, $9,816,357, and $13,575,788, respectively. The maximum amount of dividends which can be paid by State of Missouri insurance companies to shareholders without prior approval of the insurance commissioner is the greater of 10% of statutory earned surplus or statutory net gain from operations for the preceding year. Due to the 1998 statutory net loss and the Company's negative earned surplus at December 31, 1998, no dividends are permissible in 1999 without prior approval of the insurance commissioner. The National Association of Insurance Commissioners has developed certain risk based capital (RBC) requirements for life insurers. If prescribed levels of RBC are not maintained, certain actions may be required on the part of the Company or its regulators. At December 31, 1998, the Company's total adjusted capital and authorized control level RBC were $123,947,126 and $27,386,910, respectively. This level of adjusted capital qualifies under all tests. (11) GUARANTY FUND ASSESSMENTS The Company participates with life insurance companies licensed throughout the United States in associations formed to guarantee benefits to policyholders of insolvent life insurance companies. Under state laws, as a condition for maintaining the Company's authority to issue new business, the Company is contingently liable for its share of claims covered by the guaranty associations for insolvencies incurred through 1998, but for which assessments have not yet been determined nor assessed, to a maximum in each state generally of 2% of statutory premiums per annum in the given state. Most states then permit recovery of assets as a credit against premium of other state taxes over, most commonly, five years. In November 1998, the National Organization of Life and Health Guaranty Associations distributed a study of the major outstanding industry insolvencies, with estimates of future assessments by state. Based on this study, the Company has accrued a liability for approximately $9,700,000 in future assessments on insolvencies that occurred before December 31, 1998. Under the coinsurance agreement between the Company and OakRe (see note 1), OakRe is required to reimburse the Company for any future assessments that it pays which relate to insolvencies occurring prior to June 1, 1995. As such, the Company has recorded a receivable from OakRe for approximately $9,700,000. The Company paid approximately $1,500,000, $3,000,000, and $2,000,000 in guaranty fund assessments in 1998, 1997, and 1996, respectively. These payments were substantially reimbursed by OakRe. At the same time, the Company is liable to OakRe for 80% of any future premium tax recoveries that are realized from any such assessments and may retain the remaining 20%. The credits retained for 1998 were not material. (12) SUBSEQUENT EVENT On January 31, 1999, the Company modified its financing reinsurance agreement with RGA related to the Company's certain single premium deferred annuity products. Under the modified financing reinsurance agreement, the Company will no longer reinsure any new single premium deferred annuity product policies with RGA. Appendix - ILLUSTRATION OF POLICY VALUES VERSION A In order to show you how the Policy works, we created some hypothetical examples. We chose two males ages 50 and 60 . Our hypothetical insureds are non-smokers and in good health which means the Policy would be issued with preferred rates. For each of the two examples, we've illustrated all three available Death Benefit Options; Option A, Option B and Option C. We assumed ongoing annual premiums paid of $6,000 for the 50-year-old example and $9,000 for the 60-year-old example. All of the illustrations that follow are based on the above. We also assumed the underlying investment portfolio had gross rates of return of 0%, 6% and 12 %. This means that the underlying investment portfolio would earn these rates of return before the deduction of the Mortality and Expense Risk Charge (equivalent to .55% for Policy Years 1-10, .45% for Policy Years 11-20 and .35% thereafter) and advisory fee and operating expenses (equal to approximately .92%). When these costs are taken into account, the net annual investment return rates (net of an average of 1.47% for these charges) are approximately -1.47, 4.53% and 10.53%. It is important to be aware that these illustrations assume a level rate of return for all years. If the actual rate of return moves up and down over the years instead of remaining level, this may make a big difference in the long-term investment results of your Policy. In order to properly show you how the Policy actually works, we calculated values for the Cash Value, Cash Surrender Value and Death Benefit. We used the charges we described in the Expenses Section of the Prospectus. These charges are: (1) A Federal Tax Charge of 1.3% and a Premium Tax Charge of 2.1% of each premium paid; (2) A first year Sales Charge of 15% of premium up to Target Premium, 5% of premium above Target Premium. (The Sales Charge decreases to 5% of premium paid in Policy Years 2-10 and 2% of premium paid in Policy Years 11 and thereafter); (3) A Monthly Policy Charge of $25 for the first Policy Year, decreasing to $6 per month thereafter; (4) During the first ten years, a monthly Selection and Issue Expense Charge, generally ranging from four cents to one dollar per $1,000 of Face Amount; (5) The Monthly Cost of Insurance Charge, based on both the current charges and the guaranteed charges; (6) Any Surrender Charge which may be applicable in determining the Cash Surrender Values. There is also a column labeled "Premiums Accumulated at 5% Interest Per Year." This shows how the annual premiums paid would grow if invested at 5% per year. We will furnish you, upon request, a comparable personalized illustration reflecting the proposed insured's age, risk classification, Face Amount, premiums paid and reflecting both the current cost of insurance and guaranteed cost of insurance. Cova Financial Services Life Insurance Company Flexible Premium Variable Life Insurance Hypothetical Illustration Single Life Male, Issue Age 50, Preferred Rate Class $6,000 Annual Premium Death Benefit Option A Face Amount of $250,000 Assuming Hypothetical Gross Annual Investment Return of 0% CURRENT CHARGES* GUARANTEED CHARGES** ---------------- -------------------- Premiums End of Accumulated Cash Cash Policy at 5% Interest Cash Surrender Death Cash Surrender Death Year Per Year Value Value Benefit Value Value Benefit ---- -------- ----- ----- ------- ----- ----- ------- 1 6,300 3,900 2,179 250,000 3,011 1,290 250,000 2 12,915 8,236 6,515 250,000 6,493 4,772 250,000 3 19,861 12,425 10,704 250,000 9,821 8,100 250,000 4 27,154 16,480 14.758 250,000 12,987 11,265 250,000 5 34,811 20,407 18,686 250,000 15,973 14,252 250,000 6 42,852 24,226 22,696 250,000 18,771 17,241 250,000 7 51,295 27,934 26,787 250,000 21,367 20,219 250,000 8 60,159 31,544 30,779 250,000 23,755 22,990 250,000 9 69,467 35,046 34,663 250,000 25,925 25,543 250,000 10 79,241 38,435 38,435 250,000 27,856 27,856 250,000 15 135,945 57,161 57,161 250,000 36,793 36,793 250,000 20 208,316 70,699 70,699 250,000 34,833 34,833 250,000 25 300,681 78,453 78,453 250,000 13,294 13,294 250,000 30 418,565 76,982 76,982 250,000 0 0 0 <FN> * These values reflect investment results using current cost of insurance rates. ** These values reflect investment results using guaranteed cost of insurance rates. </FN> THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A POLICY MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. Cova Financial Services Life Insurance Company Flexible Premium Variable Life Insurance Hypothetical Illustration Single Life Male, Issue Age 50, Preferred Rate Class $6,000 Annual Premium Death Benefit Option A Face Amount of $250,000 Assuming Hypothetical Gross Annual Investment Return of 6% CURRENT CHARGES* GUARANTEED CHARGES** ---------------- -------------------- Premiums End of Accumulated Cash Cash Policy at 5% Interest Cash Surrender Death Cash Surrender Death Year Per Year Value Value Benefit Value Value Benefit ---- -------- ----- ----- ------- ----- ----- ------- 1 6,300 4,170 2,449 250,000 3,253 1,532 250,000 2 12,915 9,049 7,328 250,000 7,197 5,476 250,000 3 19,861 14,066 12,345 250,000 11,218 9,496 250,000 4 27,154 19,237 17,516 250,000 15,309 13,587 250,000 5 34,811 24,577 22,856 250,000 19,458 17,736 250,000 6 42,852 30,112 28,582 250,000 23,657 22,127 250,000 7 51,295 35,851 34,704 250,000 27,897 26,750 250,000 8 60,159 41,814 41,049 250,000 32,177 31,412 250,000 9 69,467 48,004 47,621 250,000 36,490 36,107 250,000 10 79,241 54,427 54,427 250,000 40,821 40,821 250,000 15 135,945 94,792 94,792 250,000 66,656 66,656 250,000 20 208,316 143,349 143,349 250,000 91,597 91,597 250,000 25 300,681 205,673 205,673 250,000 113,170 113,170 250,000 30 418,565 288,544 288,544 302,971 124,201 124,201 250,000 <FN> * These values reflect investment results using current cost of insurance rates. ** These values reflect investment results using guaranteed cost of insurance rates. </FN> THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A POLICY MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. Cova Financial Services Life Insurance Company Flexible Premium Variable Life Insurance Hypothetical Illustration Single Life Male, Issue Age 50, Preferred Rate Class $6,000 Annual Premium Death Benefit Option A Face Amount of $250,000 Assuming Hypothetical Gross Annual Investment Return of 12% CURRENT CHARGES* GUARANTEED CHARGES** ---------------- -------------------- Premiums End of Accumulated Cash Cash Policy at 5% Interest Cash Surrender Death Cash Surrender Death Year Per Year Value Value Benefit Value Value Benefit ---- -------- ----- ----- ------- ----- ----- ------- 1 6,300 4,441 2,719 250,000 3,495 1,774 250,000 2 12,915 9,896 8,175 250,000 7,932 6,211 250,000 3 19,861 15,842 14,121 250,000 12,735 11,014 250,000 4 27,154 22,343 20,622 250,000 17,935 16,214 250,000 5 34,811 29,467 27,745 250,000 23,563 21,841 250,000 6 42,852 37,299 35,769 250,000 29,657 28,127 250,000 7 51,295 45,920 44,772 250,000 36,263 35,115 250,000 8 60,159 55,425 54,660 250,000 43,439 42,674 250,000 9 69,467 65,907 65,525 250,000 51,250 50,868 250,000 10 79,241 77,473 77,473 250,000 59,762 59,762 250,000 15 135,945 161,776 161,776 250,000 121,561 121,561 250,000 20 208,316 302,944 302,944 351,415 226,692 226,692 262,963 25 300,681 537,847 537,847 575,496 406,808 406,808 435,285 30 418,565 927,279 927,279 973,643 703,234 703,234 738,396 <FN> * These values reflect investment results using current cost of insurance rates. ** These values reflect investment results using guaranteed cost of insurance rates. </FN> THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A POLICY MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. Cova Financial Services Life Insurance Company Flexible Premium Variable Life Insurance Hypothetical Illustration Single Life Male, Issue Age 50, Preferred Rate Class $6,000 Annual Premium Death Benefit Option B Face Amount of $250,000 Assuming Hypothetical Gross Annual Investment Return of 0% CURRENT CHARGES* GUARANTEED CHARGES** ---------------- -------------------- Premiums End of Accumulated Cash Cash Policy at 5% Interest Cash Surrender Death Cash Surrender Death Year Per Year Value Value Benefit Value Value Benefit ---- -------- ----- ----- ------- ----- ----- ------- 1 6,300 3,895 2,173 253,895 2,992 1,270 252,992 2 12,915 8,215 6,494 258,215 6,434 4,712 256,434 3 19,861 12,377 10,656 262,377 9,699 7,978 259,699 4 27,154 16,390 14,669 266,390 12,776 11,054 262,776 5 34,811 20,259 18,538 270,259 15,644 13,923 265,644 6 42,852 24,003 22,473 274,003 18,290 16,760 268,290 7 51,295 27,617 26,470 277,617 20,697 19,549 270,697 8 60,159 31,114 30,349 281,114 22,856 22,091 272,856 9 69,467 34,479 34,096 284,479 24,753 24,371 274,753 10 79,241 37,705 37,705 287,705 26,363 26,363 276,363 15 135,945 55,016 55,016 305,016 32,645 32,645 282,645 20 208,316 65,119 65,119 315,119 25,928 25,928 275,928 25 300,681 66,386 66,386 316,386 0 0 0 30 418,565 54,153 54,153 304,153 0 0 0 <FN> * These values reflect investment results using current cost of insurance rates. ** These values reflect investment results using guaranteed cost of insurance rates. </FN> THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A POLICY MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. Cova Financial Services Life Insurance Company Flexible Premium Variable Life Insurance Hypothetical Illustration Single Life Male, Issue Age 50, Preferred Rate Class $6,000 Annual Premium Death Benefit Option B Face Amount of $250,000 Assuming Hypothetical Gross Annual Investment Return of 6% CURRENT CHARGES* GUARANTEED CHARGES** ---------------- -------------------- Premiums End of Accumulated Cash Cash Policy at 5% Interest Cash Surrender Death Cash Surrender Death Year Per Year Value Value Benefit Value Value Benefit ---- -------- ----- ----- ------- ----- ----- ------- 1 6,300 4,164 2,443 254,164 3,232 1,510 253,232 2 12,915 9,026 7,305 259,026 7,131 5,410 257,131 3 19,861 14,011 12,290 264,011 11,077 9,355 261,077 4 27,154 19,130 17,409 269,130 15,056 13,335 265,056 5 34,811 24,395 22,673 274,395 19,047 17,326 269,047 6 42,852 29,826 28,296 279,826 23,033 21,503 273,033 7 51,295 35,427 34,280 285,427 26,992 25,845 276,992 8 60,159 41,215 40,450 291,215 30,912 30,147 280,912 9 69,467 47,183 46,800 297,183 34,772 34,390 284,772 10 79,241 53,329 53,329 303,329 38,539 38,539 288,539 15 135,945 90,890 90,890 340,890 58,818 58,818 308,818 20 208,316 131,061 131,061 381,061 69,765 69,765 319,765 25 300,681 172,470 172,470 422,470 59,967 59,967 309,967 30 418,565 209,203 209,203 459,203 7,675 7,675 257,675 <FN> * These values reflect investment results using current cost of insurance rates. ** These values reflect investment results using guaranteed cost of insurance rates. </FN> THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A POLICY MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. Cova Financial Services Life Insurance Company Flexible Premium Variable Life Insurance Hypothetical Illustration Single Life Male, Issue Age 50, Preferred Rate Class $6,000 Annual Premium Death Benefit Option B Face Amount of $250,000 Assuming Hypothetical Gross Annual Investment Return of 12% CURRENT CHARGES* GUARANTEED CHARGES** ---------------- -------------------- Premiums End of Accumulated Cash Cash Policy at 5% Interest Cash Surrender Death Cash Surrender Death Year Per Year Value Value Benefit Value Value Benefit ---- -------- ----- ----- ------- ----- ----- ------- 1 6,300 4,434 2,713 254,434 3,473 1,752 253,473 2 12,915 9,871 8,150 259,871 7,859 6,138 257,859 3 19,861 15,780 14,059 265,780 12,574 10,852 262,574 4 27,154 22,217 20,496 272,217 17,634 15,913 267,634 5 34,811 29,242 27,521 279,242 23,055 21,333 273,055 6 42,852 36,933 35,403 286,933 28,854 27,324 278,854 7 51,295 45,356 44,209 295,356 35,050 33,903 285,050 8 60,159 54,597 53,832 304,597 41,674 40,909 291,674 9 69,467 64,725 64,343 314,725 48,750 48,367 298,750 10 79,241 75,826 75,826 325,826 56,295 56,295 306,295 15 135,945 154,615 154,615 404,615 106,739 106,739 356,739 20 208,316 277,264 277,264 527,264 173,688 173,688 423,688 25 300,681 471,401 471,401 721,401 258,478 258,478 508,478 30 418,565 776,862 776,862 1,026,862 353,634 353,634 603,634 <FN> * These values reflect investment results using current cost of insurance rates. ** These values reflect investment results using guaranteed cost of insurance rates. </FN> THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A POLICY MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. Cova Financial Services Life Insurance Company Flexible Premium Variable Life Insurance Hypothetical Illustration Single Life Male, Issue Age 50, Preferred Rate Class $6,000 Annual Premium Death Benefit Option C Face Amount of $250,000 Assuming Hypothetical Gross Annual Investment Return of 0% CURRENT CHARGES* GUARANTEED CHARGES** ---------------- -------------------- Premiums End of Accumulated Cash Cash Policy at 5% Interest Cash Surrender Death Cash Surrender Death Year Per Year Value Value Benefit Value Value Benefit ---- -------- ----- ----- ------- ----- ----- ------- 1 6,300 3,900 2,179 250,000 3,011 1,290 250,000 2 12,915 8,236 6,515 250,000 6,493 4,772 250,000 3 19,861 12,425 10,704 250,000 9,821 8,100 250,000 4 27,154 16,480 14,758 250,000 12,987 11,265 250,000 5 34,811 20,407 18,686 250,000 15,973 14,252 250,000 6 42,852 24,226 22,696 250,000 18,771 17,241 250,000 7 51,295 27,934 26,787 250,000 21,367 20,219 250,000 8 60,159 31,544 30,779 250,000 23,755 22,990 250,000 9 69,467 35,046 34,663 250,000 25,925 25,543 250,000 10 79,241 38,435 38,435 250,000 27,856 27,856 250,000 15 135,945 57,161 57,161 250,000 36,793 36,793 250,000 20 208,316 70,699 70,699 250,000 34,833 34,833 250,000 25 300,681 78,453 78,453 250,000 13,294 13,294 250,000 30 418,565 76,982 76,982 250,000 0 0 0 <FN> * These values reflect investment results using current cost of insurance rates. ** These values reflect investment results using guaranteed cost of insurance rates. </FN> THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A POLICY MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. Cova Financial Services Life Insurance Company Flexible Premium Variable Life Insurance Hypothetical Illustration Single Life Male, Issue Age 50, Preferred Rate Class $6,000 Annual Premium Death Benefit Option C Face Amount of $250,000 Assuming Hypothetical Gross Annual Investment Return of 6% CURRENT CHARGES* GUARANTEED CHARGES** ---------------- -------------------- Premiums End of Accumulated Cash Cash Policy at 5% Interest Cash Surrender Death Cash Surrender Death Year Per Year Value Value Benefit Value Value Benefit ---- -------- ----- ----- ------- ----- ----- ------- 1 6,300 4,170 2,449 250,000 3,253 1,532 250,000 2 12,915 9,049 7,328 250,000 7,197 5,476 250,000 3 19,861 14,066 12,345 250,000 11,218 9,496 250,000 4 27,154 19,237 17,516 250,000 15,309 13,587 250,000 5 34,811 24,577 22,856 250,000 19,458 17,736 250,000 6 42,852 30,112 28,582 250,000 23,657 22,127 250,000 7 51,295 35,851 34,704 250,000 27,897 26,750 250,000 8 60,159 41,814 41,049 250,000 32,177 31,412 250,000 9 69,467 48,004 47,621 250,000 36,490 36,107 250,000 10 79,241 54,427 54,427 250,000 40,821 40,821 250,000 15 135,945 94,792 94,792 250,000 66,656 66,656 250,000 20 208,316 143,349 143,349 250,000 91,597 91,597 250,000 25 300,681 204,319 204,319 288,508 113,170 113,170 250,000 30 418,565 276,453 276,453 359,209 124,201 124,201 250,000 <FN> * These values reflect investment results using current cost of insurance rates. ** These values reflect investment results using guaranteed cost of insurance rates. </FN> THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A POLICY MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. Cova Financial Services Life Insurance Company Flexible Premium Variable Life Insurance Hypothetical Illustration Single Life Male, Issue Age 50, Preferred Rate Class $6,000 Annual Premium Death Benefit Option C Face Amount of $250,000 Assuming Hypothetical Gross Annual Investment Return of 12% CURRENT CHARGES* GUARANTEED CHARGES** ---------------- -------------------- Premiums End of Accumulated Cash Cash Policy at 5% Interest Cash Surrender Death Cash Surrender Death Year Per Year Value Value Benefit Value Value Benefit ---- -------- ----- ----- ------- ----- ----- ------- 1 6,300 4,441 2,719 250,000 3,495 1,774 250,000 2 12,915 9,896 8,175 250,000 7,932 6,211 250,000 3 19,861 15,842 14,121 250,000 12,735 11,014 250,000 4 27,154 22,343 20,622 250,000 17,935 16,214 250,000 5 34,811 29,467 27,745 250,000 23,563 21,841 250,000 6 42,852 37,299 35,769 250,000 29,657 28,127 250,000 7 51,295 45,920 44,772 250,000 36,263 35,115 250,000 8 60,159 55,425 54,660 250,000 43,439 42,674 250,000 9 69,467 65,907 65,525 250,000 51,250 50,868 250,000 10 79,241 77,473 77,473 250,000 59,762 59,762 250,000 15 135,945 161,621 161,621 285,169 121,561 121,561 250,000 20 208,316 296,296 296,296 463,919 221,101 221,101 346,185 25 300,681 510,626 510,626 721,030 368,944 368,944 520,967 30 418,565 846,765 846,765 1,100,244 579,522 579,522 753,002 <FN> * These values reflect investment results using current cost of insurance rates. ** These values reflect investment results using guaranteed cost of insurance rates. </FN> THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A POLICY MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. Cova Financial Services Life Insurance Company Flexible Premium Variable Life Insurance Hypothetical Illustration Single Life Male, Issue Age 60, Preferred Rate Class $9,000 Annual Premium Death Benefit Option A Face Amount of $250,000 Assuming Hypothetical Gross Annual Investment Return of 0% CURRENT CHARGES* GUARANTEED CHARGES** ---------------- -------------------- Premiums End of Accumulated Cash Cash Policy at 5% Interest Cash Surrender Death Cash Surrender Death Year Per Year Value Value Benefit Value Value Benefit ---- -------- ----- ----- ------- ----- ----- ------- 1 9,450 5,753 2,862 250,000 3,192 300 250,000 2 19,373 12,096 9,205 250,000 6,934 4,043 250,000 3 29,791 18,097 15,206 250,000 10,324 7,433 250,000 4 40,731 23,868 20.976 250,000 13,323 10,431 250,000 5 52,217 29,376 26,484 250,000 15,889 12,997 250,000 6 64,278 34,765 32,195 250,000 17,984 15,414 250,000 7 76,942 39,965 38,038 250,000 19,579 17,651 250,000 8 90,239 44,963 43,678 250,000 20,633 19,348 250,000 9 104,201 49,767 49,125 250,000 21,105 20,462 250,000 10 118,861 54,316 54,316 250,000 20,936 20,936 250,000 15 203,917 79,240 79,240 250,000 12,685 12,685 250,000 20 312,473 92,341 92,341 250,000 0 0 0 25 451,021 93,430 93,430 250,000 0 0 0 30 627,847 72,262 72,262 250,000 0 0 0 <FN> * These values reflect investment results using current cost of insurance rates. ** These values reflect investment results using guaranteed cost of insurance rates. </FN> THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A POLICY MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. Cova Financial Services Life Insurance Company Flexible Premium Variable Life Insurance Hypothetical Illustration Single Life Male, Issue Age 60, Preferred Rate Class $9,000 Annual Premium Death Benefit Option A Face Amount of $250,000 Assuming Hypothetical Gross Annual Investment Return of 6% CURRENT CHARGES* GUARANTEED CHARGES** ---------------- -------------------- Premiums End of Accumulated Cash Cash Policy at 5% Interest Cash Surrender Death Cash Surrender Death Year Per Year Value Value Benefit Value Value Benefit ---- -------- ----- ----- ------- ----- ----- ------- 1 9,450 6,153 3,262 250,000 3,510 619 250,000 2 19,373 13,301 10,409 250,000 7,820 4,929 250,000 3 29,791 20,521 17,630 250,000 12,031 9,140 250,000 4 40,731 27,930 25,038 250,000 16,098 13,207 250,000 5 52,217 35,504 32,613 250,000 19,976 17,084 250,000 6 64,278 43,399 40,829 250,000 23,620 21,050 250,000 7 76,942 51,562 49,634 250,000 26,995 25,068 250,000 8 90,239 59,997 58,712 250,000 30,056 28,771 250,000 9 104,201 68,734 68,091 250,000 32,755 32,113 250,000 10 118,861 77,736 77,736 250,000 35,027 35,027 250,000 15 203,917 135,170 135,170 250,000 43,288 43,288 250,000 20 312,473 205,864 205,864 250,000 18,647 18,647 250,000 25 451,021 303,646 303,646 318,828 0 0 0 30 627,847 423,832 423,832 445,024 0 0 0 <FN> * These values reflect investment results using current cost of insurance rates. ** These values reflect investment results using guaranteed cost of insurance rates. </FN> THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A POLICY MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. Cova Financial Services Life Insurance Company Flexible Premium Variable Life Insurance Hypothetical Illustration Single Life Male, Issue Age 60, Preferred Rate Class $9,000 Annual Premium Death Benefit Option A Face Amount of $250,000 Assuming Hypothetical Gross Annual Investment Return of 12% CURRENT CHARGES* GUARANTEED CHARGES** ---------------- -------------------- Premiums End of Accumulated Cash Cash Policy at 5% Interest Cash Surrender Death Cash Surrender Death Year Per Year Value Value Benefit Value Value Benefit ---- -------- ----- ----- ------- ----- ----- ------- 1 9,450 6,554 3,663 250,000 3,831 939 250,000 2 19,373 14,556 11,665 250,000 8,751 5,860 250,000 3 29,791 23,147 20,256 250,000 13,898 11,007 250,000 4 40,731 32,509 29,618 250,000 19,265 16,374 250,000 5 52,217 42,700 39,809 250,000 24,846 21,995 250,000 6 64,278 53,961 51,391 250,000 30,645 28,075 250,000 7 76,942 66,349 64,422 250,000 36,680 34,752 250,000 8 90,239 79,989 78,704 250,000 42,969 41,684 250,000 9 104,201 95,046 94,404 250,000 49,542 48,899 250,000 10 118,861 111,653 111,653 250,000 56,425 56,425 250,000 15 203,917 235,899 235,899 252,412 105,506 105,506 250,000 20 312,473 445,641 445,641 467,923 184,358 184,358 250,000 25 451,021 790,892 790,892 830,436 347,737 347,737 365,124 30 627,847 1,350,440 1,350,440 1,417,962 610,131 610,131 640,637 <FN> * These values reflect investment results using current cost of insurance rates. ** These values reflect investment results using guaranteed cost of insurance rates. </FN> THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A POLICY MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. Cova Financial Services Life Insurance Company Flexible Premium Variable Life Insurance Hypothetical Illustration Single Life Male, Issue Age 60, Preferred Rate Class $9,000 Annual Premium Death Benefit Option B Face Amount of $250,000 Assuming Hypothetical Gross Annual Investment Return of 0% CURRENT CHARGES* GUARANTEED CHARGES** ---------------- -------------------- Premiums End of Accumulated Cash Cash Policy at 5% Interest Cash Surrender Death Cash Surrender Death Year Per Year Value Value Benefit Value Value Benefit ---- -------- ----- ----- ------- ----- ----- ------- 1 9,450 5,740 2,848 255,470 3,123 232 253,123 2 19,373 12,045 9,154 262,045 6,738 3,847 256,738 3 29,791 17,970 15,078 267,970 9,934 7,043 259,934 4 40,731 23,622 20.731 273,622 12,666 9,775 262,666 5 52,217 28,957 26,066 278,957 14,885 11,994 264,885 6 64,278 34,134 31,564 284,134 16,550 13,980 266,550 7 76,942 39,065 37,137 289,065 17,630 15,702 267,630 8 90,239 43,725 42,440 293,725 18,086 16,801 268,086 9 104,201 48,119 47,476 298,119 17,882 17,239 267,882 10 118,861 52,159 52,159 302,159 16,969 16,969 266,969 15 203,917 72,272 72,272 322,272 4,106 4,106 254,106 20 312,473 72,952 72,952 322,952 0 0 0 25 451,021 53,011 53,011 303,011 0 0 0 30 627,847 3,020 3,020 253,020 0 0 0 <FN> * These values reflect investment results using current cost of insurance rates. ** These values reflect investment results using guaranteed cost of insurance rates. </FN> THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A POLICY MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. Cova Financial Services Life Insurance Company Flexible Premium Variable Life Insurance Hypothetical Illustration Single Life Male, Issue Age 60, Preferred Rate Class $9,000 Annual Premium Death Benefit Option B Face Amount of $250,000 Assuming Hypothetical Gross Annual Investment Return of 6% CURRENT CHARGES* GUARANTEED CHARGES** ---------------- -------------------- Premiums End of Accumulated Cash Cash Policy at 5% Interest Cash Surrender Death Cash Surrender Death Year Per Year Value Value Benefit Value Value Benefit ---- -------- ----- ----- ------- ----- ----- ------- 1 9,450 6,139 3,247 256,139 3,437 545 253,437 2 19,373 13,245 10,353 263,245 7,603 4,711 257,603 3 29,791 20,375 17,484 270,375 11,579 8,688 261,579 4 40,731 27,637 24,746 277,637 15,305 12,414 265,305 5 52,217 34,987 32,096 284,987 18,712 15,821 268,712 6 64,278 42,587 40,017 292,587 21,735 19,165 271,735 7 76,942 50,356 48,428 300,356 24,316 22,388 274,316 8 90,239 58,272 56,987 308,272 26,385 25,100 276,385 9 104,201 66,343 65,700 316,343 27,875 27,232 277,875 10 118,861 74,481 74,481 324,481 28,697 28,697 278,697 15 203,917 122,416 122,416 372,416 24,374 24,374 274,374 20 312,473 161,679 161,679 411,679 0 0 0 25 451,021 187,762 187,762 437,762 0 0 0 30 627,847 184,563 184,563 434,563 0 0 0 <FN> * These values reflect investment results using current cost of insurance rates. ** These values reflect investment results using guaranteed cost of insurance rates. </FN> THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A POLICY MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. Cova Financial Services Life Insurance Company Flexible Premium Variable Life Insurance Hypothetical Illustration Single Life Male, Issue Age 60, Preferred Rate Class $9,000 Annual Premium Death Benefit Option B Face Amount of $250,000 Assuming Hypothetical Gross Annual Investment Return of 12% CURRENT CHARGES* GUARANTEED CHARGES** ---------------- -------------------- Premiums End of Accumulated Cash Cash Policy at 5% Interest Cash Surrender Death Cash Surrender Death Year Per Year Value Value Benefit Value Value Benefit ---- -------- ----- ----- ------- ----- ----- ------- 1 9,450 6,539 3,647 256,539 3,753 861 253,753 2 19,373 14,494 11,603 264,494 8,510 5,619 258,510 3 29,791 22,981 20,089 272,981 13,378 10,487 263,378 4 40,731 32,164 29,272 282,164 18,315 15,423 268,315 5 52,217 42,065 39,174 292,065 23,268 20,377 273,268 6 64,278 52,924 50,354 302,924 28,189 25,619 278,189 7 76,942 64,745 62,817 314,745 33,030 31,102 283,030 8 90,239 77,600 76,315 327,600 37,734 36,449 287,734 9 104,201 91,599 90,956 341,599 42,238 41,595 292,238 10 118,861 106,764 106,764 356,764 46,459 46,459 296,459 15 203,917 212,381 212,381 462,381 65,762 65,762 315,762 20 312,473 363,427 363,427 613,427 51,848 51,848 301,848 25 451,021 588,710 588,710 838,710 0 0 0 30 627,847 922,255 922,255 1,172,255 0 0 0 <FN> * These values reflect investment results using current cost of insurance rates. ** These values reflect investment results using guaranteed cost of insurance rates. </FN> THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A POLICY MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. Cova Financial Services Life Insurance Company Flexible Premium Variable Life Insurance Hypothetical Illustration Single Life Male, Issue Age 60, Preferred Rate Class $9,000 Annual Premium Death Benefit Option C Face Amount of $250,000 Assuming Hypothetical Gross Annual Investment Return of 0% CURRENT CHARGES* GUARANTEED CHARGES** ---------------- -------------------- Premiums End of Accumulated Cash Cash Policy at 5% Interest Cash Surrender Death Cash Surrender Death Year Per Year Value Value Benefit Value Value Benefit ---- -------- ----- ----- ------- ----- ----- ------- 1 9,450 5,753 2,862 250,000 3,192 300 250,000 2 19,373 12,096 9,205 250,000 6,934 4,043 250,000 3 29,791 18,097 15,206 250,000 10,324 7,433 250,000 4 40,731 23,868 20.976 250,000 13,323 10,431 250,000 5 52,217 29,376 26,484 250,000 15,889 12,997 250,000 6 64,278 34,765 32,195 250,000 17,984 15,414 250,000 7 76,942 39,965 38,038 250,000 19,579 17,651 250,000 8 90,239 44,963 43,678 250,000 20,633 19,348 250,000 9 104,201 49,767 49,125 250,000 21,105 20,462 250,000 10 118,861 54,316 54,316 250,000 20,936 20,936 250,000 15 203,917 79,240 79,240 250,000 12,685 12,685 250,000 20 312,473 92,341 92,341 250,000 0 0 0 25 451,021 93,430 93,430 250,000 0 0 0 30 627,847 72,262 72,262 250,000 0 0 0 <FN> * These values reflect investment results using current cost of insurance rates. ** These values reflect investment results using guaranteed cost of insurance rates. </FN> THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A POLICY MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. Cova Financial Services Life Insurance Company Flexible Premium Variable Life Insurance Hypothetical Illustration Single Life Male, Issue Age 60, Preferred Rate Class $9,000 Annual Premium Death Benefit Option C Face Amount of $250,000 Assuming Hypothetical Gross Annual Investment Return of 6% CURRENT CHARGES* GUARANTEED CHARGES** ---------------- -------------------- Premiums End of Accumulated Cash Cash Policy at 5% Interest Cash Surrender Death Cash Surrender Death Year Per Year Value Value Benefit Value Value Benefit ---- -------- ----- ----- ------- ----- ----- ------- 1 9,450 6,153 3,262 250,000 3,510 619 250,000 2 19,373 13,301 10,409 250,000 7,820 4,929 250,000 3 29,791 20,521 17,630 250,000 12,031 9,140 250,000 4 40,731 27,930 25,038 250,000 16,098 13,207 250,000 5 52,217 35,504 32,613 250,000 19,976 17,084 250,000 6 64,278 43,399 40,829 250,000 23,620 21,050 250,000 7 76,942 51,562 49,634 250,000 26,995 25,068 250,000 8 90,239 59,997 58,712 250,000 30,056 28,771 250,000 9 104,201 68,734 68,091 250,000 32,755 32,113 250,000 10 118,861 77,736 77,736 250,000 35,027 35,027 250,000 15 203,917 135,170 135,170 250,000 43,288 43,288 250,000 20 312,473 205,401 205,401 266,887 18,647 18,647 250,000 25 451,021 291,520 291,520 354,238 0 0 0 30 627,847 391,442 391,442 452,390 0 0 0 <FN> * These values reflect investment results using current cost of insurance rates. ** These values reflect investment results using guaranteed cost of insurance rates. </FN> THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A POLICY MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. Cova Financial Services Life Insurance Company Flexible Premium Variable Life Insurance Hypothetical Illustration Single Life Male, Issue Age 60, Preferred Rate Class $9,000 Annual Premium Death Benefit Option C Face Amount of $250,000 Assuming Hypothetical Gross Annual Investment Return of 12% CURRENT CHARGES* GUARANTEED CHARGES** ---------------- -------------------- Premiums End of Accumulated Cash Cash Policy at 5% Interest Cash Surrender Death Cash Surrender Death Year Per Year Value Value Benefit Value Value Benefit ---- -------- ----- ----- ------- ----- ----- ------- 1 9,450 6,554 3,663 250,000 3,831 939 250,000 2 19,373 14,556 11,665 250,000 8,751 5,860 250,000 3 29,791 23,147 20,256 250,000 13,898 11,007 250,000 4 40,731 32,509 29,618 250,000 19,265 16,374 250,000 5 52,217 42,700 39,809 250,000 24,846 21,955 250,000 6 64,278 53,961 51,391 250,000 30,645 28,075 250,000 7 76,942 66,349 64,422 250,000 36,680 34,752 250,000 8 90,239 79,989 78,704 250,000 42,969 41,684 250,000 9 104,201 95,046 94,404 250,000 49,542 48,899 250,000 10 118,861 111,653 111,653 250,000 56,425 56,425 250,000 15 203,917 234,099 234,099 330,560 105,506 105,506 250,000 20 312,473 425,403 425,403 552,747 184,358 184,358 250,000 25 451,021 725,166 725,166 881,179 320,111 320,111 388,980 30 627,847 1,188,564 1,188,564 1,373,623 508,375 508,375 587,529 <FN> * These values reflect investment results using current cost of insurance rates. ** These values reflect investment results using guaranteed cost of insurance rates. </FN> THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A POLICY MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. - -------------------------------------------------------------------------------- VERSION B APPENDIX ILLUSTRATION OF POLICY VALUES In order to show you how the Policy works, we created some hypothetical examples. We chose two males ages 50 and 60 . Our hypothetical insureds are non-smokers and in good health which means the Policy would be issued with preferred rates. For each of the two examples, we've illustrated all three available Death Benefit Options; Option A, Option B and Option C. We assumed ongoing annual premiums paid of $6,000 for the 50-year-old example and $9,000 for the 60-year-old example. All of the illustrations that follow are based on the above. We also assumed the underlying investment portfolio had gross rates of return of 0%, 6% and 12 %. This means that the underlying investment portfolio would earn these rates of return before the deduction of the Mortality and Expense Risk Charge (equivalent to .55% for Policy Years 1-10, .45% for Policy Years 11-20 and .35% thereafter) and advisory fee and operating expenses (equal to approximately .94%). When these costs are taken into account, the net annual investment return rates (net of an average of 1.49% for these charges) are approximately -1.49, 4.51% and 10.51%. It is important to be aware that these illustrations assume a level rate of return for all years. If the actual rate of return moves up and down over the years instead of remaining level, this may make a big difference in the long-term investment results of your Policy. In order to properly show you how the Policy actually works, we calculated values for the Cash Value, Cash Surrender Value and Death Benefit. We used the charges we described in the Expenses Section of the Prospectus. These charges are: (1) A Federal Tax Charge of 1.3% and a Premium Tax Charge of 2.1% of each premium paid; (2) A first year Sales Charge of 15% of premium up to Target Premium, 5% of premium above Target Premium. (The Sales Charge decreases to 5% of premium paid in Policy Years 2-10 and 2% of premium paid in Policy Years 11 and thereafter); (3) A Monthly Policy Charge of $25 for the first Policy Year, decreasing to $6 per month thereafter; (4) During the first ten years, a monthly Selection and Issue Expense Charge, generally ranging from four cents to one dollar per $1,000 of Face Amount; (5) The Monthly Cost of Insurance Charge, based on both the current charges and the guaranteed charges; (6) Any Surrender Charge which may be applicable in determining the Cash Surrender Values. There is also a column labeled "Premiums Accumulated at 5% Interest Per Year." This shows how the annual premiums paid would grow if invested at 5% per year. We will furnish you, upon request, a comparable personalized illustration reflecting the proposed insured's age, risk classification, Face Amount, premiums paid and reflecting both the current cost of insurance and guaranteed cost of insurance. Cova Financial Services Life Insurance Company Flexible Premium Variable Life Insurance Hypothetical Illustration Single Life Male, Issue Age 50, Preferred Rate Class $6,000 Annual Premium Death Benefit Option A Face Amount of $250,000 Assuming Hypothetical Gross Annual Investment Return of 0% CURRENT CHARGES* GUARANTEED CHARGES** ---------------- -------------------- Premiums End of Accumulated Cash Cash Policy at 5% Interest Cash Surrender Death Cash Surrender Death Year Per Year Value Value Benefit Value Value Benefit ---- -------- ----- ----- ------- ----- ----- ------- 1 6,300 3,899 2,178 250,000 3,011 1,289 250,000 2 12,915 8,233 6,512 250,000 6,491 4,770 250,000 3 19,861 12,420 10,698 250,000 9,817 8,096 250,000 4 27,154 16,471 14,750 250,000 12,979 11,258 250,000 5 34,811 20,394 18,673 250,000 15,963 14,241 250,000 6 42,852 24,208 22,678 250,000 18,756 17,226 250,000 7 51,295 27,911 26,763 250,000 21,347 20,200 250,000 8 60,159 31,514 30,749 250,000 23,730 22,965 250,000 9 69,467 35,009 34,626 250,000 25,895 25,513 250,000 10 79,241 38,390 38,390 250,000 27,820 27,820 250,000 15 135,945 57,066 57,066 250,000 36,720 36,720 250,000 20 208,316 70,537 70,537 250,000 34,713 34,713 250,000 25 300,681 78,205 78,205 250,000 13,122 13,122 250,000 30 418,565 76,626 76,626 250,000 0 0 0 <FN> * These values reflect investment results using current cost of insurance rates. ** These values reflect investment results using guaranteed cost of insurance rates. </FN> THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A POLICY MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. Cova Financial Services Life Insurance Company Flexible Premium Variable Life Insurance Hypothetical Illustration Single Life Male, Issue Age 50, Preferred Rate Class $6,000 Annual Premium Death Benefit Option A Face Amount of $250,000 Assuming Hypothetical Gross Annual Investment Return of 6% CURRENT CHARGES* GUARANTEED CHARGES** ---------------- -------------------- Premiums End of Accumulated Cash Cash Policy at 5% Interest Cash Surrender Death Cash Surrender Death Year Per Year Value Value Benefit Value Value Benefit ---- -------- ----- ----- ------- ----- ----- ------- 1 6,300 4,169 2,448 250,000 3,252 1,531 250,000 2 12,915 9,046 7,325 250,000 7,194 5,473 250,000 3 19,861 14,060 12,339 250,000 11,213 9,491 250,000 4 27,154 19,227 17,506 250,000 15,300 13,579 250,000 5 34,811 24,562 22,841 250,000 19,445 17,723 250,000 6 42,852 30,090 28,560 250,000 23,638 22,108 250,000 7 51,295 35,821 34,674 250,000 27,872 26,725 250,000 8 60,159 41,774 41,009 250,000 32,144 31,379 250,000 9 69,467 47,952 47,570 250,000 36,447 36,065 250,000 10 79,241 54,362 54,362 250,000 40,768 40,768 250,000 15 135,945 94,625 94,625 250,000 66,521 66,521 250,000 20 208,316 142,992 142,992 250,000 91,308 91,308 250,000 25 300,681 204,981 204,981 250,000 112,589 112,589 250,000 30 418,565 287,360 287,360 301,728 122,991 122,991 250,000 <FN> * These values reflect investment results using current cost of insurance rates. ** These values reflect investment results using guaranteed cost of insurance rates. </FN> THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A POLICY MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. Cova Financial Services Life Insurance Company Flexible Premium Variable Life Insurance Hypothetical Illustration Single Life Male, Issue Age 50, Preferred Rate Class $6,000 Annual Premium Death Benefit Option A Face Amount of $250,000 Assuming Hypothetical Gross Annual Investment Return of 12% CURRENT CHARGES* GUARANTEED CHARGES** ---------------- -------------------- Premiums End of Accumulated Cash Cash Policy at 5% Interest Cash Surrender Death Cash Surrender Death Year Per Year Value Value Benefit Value Value Benefit ---- -------- ----- ----- ------- ----- ----- ------- 1 6,300 4,440 2,718 250,000 3,495 1,773 250,000 2 12,915 9,894 8,172 250,000 7,929 6,208 250,000 3 19,861 15,836 14,115 250,000 12,729 11,008 250,000 4 27,154 22,332 20,611 250,000 17,926 16,204 250,000 5 34,811 29,449 27,728 250,000 23,547 21,826 250,000 6 42,852 37,273 35,743 250,000 29,634 28,104 250,000 7 51,295 45,881 44,734 250,000 36,231 35,083 250,000 8 60,159 55,372 54,607 250,000 43,395 42,630 250,000 9 69,467 65,836 65,454 250,000 51,191 50,809 250,000 10 79,241 77,380 77,380 250,000 59,684 59,684 250,000 15 135,945 161,477 161,477 250,000 121,312 121,312 250,000 20 208,316 302,174 302,174 350,522 226,020 226,020 262,183 25 300,681 536,096 536,096 573,622 405,353 405,353 433,728 30 418,565 923,545 923,545 969,722 700,220 700,220 735,231 <FN> * These values reflect investment results using current cost of insurance rates. ** These values reflect investment results using guaranteed cost of insurance rates. </FN> THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A POLICY MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. Cova Financial Services Life Insurance Company Flexible Premium Variable Life Insurance Hypothetical Illustration Single Life Male, Issue Age 50, Preferred Rate Class $6,000 Annual Premium Death Benefit Option B Face Amount of $250,000 Assuming Hypothetical Gross Annual Investment Return of 0% CURRENT CHARGES* GUARANTEED CHARGES** ---------------- -------------------- Premiums End of Accumulated Cash Cash Policy at 5% Interest Cash Surrender Death Cash Surrender Death Year Per Year Value Value Benefit Value Value Benefit ---- -------- ----- ----- ------- ----- ----- ------- 1 6,300 3,894 2,172 253,894 2,991 1,270 252,991 2 12,915 8,212 6,491 258,212 6,431 4,710 256,431 3 19,861 12,372 10,650 262,372 9,695 7,973 259,695 4 27,154 16,381 14,660 266,381 12,768 11,047 262,768 5 34,811 20,246 18,525 270,246 15,633 13,912 265,633 6 42,852 23,985 22,455 273,985 18,276 16,746 268,276 7 51,295 27,594 26,446 277,594 20,678 19,531 270,678 8 60,159 31,084 30,319 281,084 22,832 22,067 272,832 9 69,467 34,442 34,060 284,442 24,725 24,342 274,725 10 79,241 37,661 37,661 287,661 26,329 26,329 276,329 15 135,945 54,926 54,926 304,926 32,580 32,580 282,580 20 208,316 64,971 64,971 314,971 25,835 25,835 275,835 25 300,681 66,178 66,178 316,178 0 0 0 30 418,565 53,894 53,894 303,894 0 0 0 <FN> * These values reflect investment results using current cost of insurance rates. ** These values reflect investment results using guaranteed cost of insurance rates. </FN> THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A POLICY MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. Cova Financial Services Life Insurance Company Flexible Premium Variable Life Insurance Hypothetical Illustration Single Life Male, Issue Age 50, Preferred Rate Class $6,000 Annual Premium Death Benefit Option B Face Amount of $250,000 Assuming Hypothetical Gross Annual Investment Return of 6% CURRENT CHARGES* GUARANTEED CHARGES** ---------------- -------------------- Premiums End of Accumulated Cash Cash Policy at 5% Interest Cash Surrender Death Cash Surrender Death Year Per Year Value Value Benefit Value Value Benefit ---- -------- ----- ----- ------- ----- ----- ------- 1 6,300 4,163 2,442 254,163 3,231 1,510 253,231 2 12,915 9,024 7,302 259,024 7,128 5,407 257,128 3 19,861 14,005 12,284 264,005 11,072 9,350 261,072 4 27,154 19,121 17,399 269,121 15,048 13,326 265,048 5 34,811 24,379 22,658 274,379 19,034 17,313 269,034 6 42,852 29,804 28,274 279,804 23,015 21,485 273,015 7 51,295 35,397 34,250 285,397 26,968 25,821 276,968 8 60,159 41,176 40,411 291,176 30,881 30,116 280,881 9 69,467 47,132 46,750 297,132 34,732 34,349 284,732 10 79,241 53,265 53,265 303,265 38,489 38,489 288,489 15 135,945 90,730 90,730 340,730 58,700 58,700 308,700 20 208,316 130,737 130,737 380,737 69,543 69,543 319,543 25 300,681 171,894 171,894 421,894 59,610 59,610 309,610 30 418,565 208,266 208,266 458,266 7,181 7,181 257,181 <FN> * These values reflect investment results using current cost of insurance rates. ** These values reflect investment results using guaranteed cost of insurance rates. </FN> THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A POLICY MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. Cova Financial Services Life Insurance Company Flexible Premium Variable Life Insurance Hypothetical Illustration Single Life Male, Issue Age 50, Preferred Rate Class $6,000 Annual Premium Death Benefit Option B Face Amount of $250,000 Assuming Hypothetical Gross Annual Investment Return of 12% CURRENT CHARGES* GUARANTEED CHARGES** ---------------- -------------------- Premiums End of Accumulated Cash Cash Policy at 5% Interest Cash Surrender Death Cash Surrender Death Year Per Year Value Value Benefit Value Value Benefit ---- -------- ----- ----- ------- ----- ----- ------- 1 6,300 4,433 2,712 254,433 3,472 1,751 253,472 2 12,915 9,868 8,147 259,868 7,857 6,136 257,857 3 19,861 15,773 14,052 265,773 12,568 10,847 262,568 4 27,154 22,206 20,485 272,206 17,625 15,904 267,625 5 34,811 29,224 27,503 279,224 23,040 21,319 273,040 6 42,852 36,907 35,377 286,907 28,832 27,302 278,832 7 51,295 45,318 44,171 295,318 35,020 33,872 285,020 8 60,159 54,545 53,780 304,545 41,632 40,867 291,632 9 69,467 64,656 64,273 314,656 48,694 48,311 298,694 10 79,241 75,735 75,735 325,735 56,222 56,222 306,222 15 135,945 154,330 154,330 404,330 106,522 106,522 356,522 20 208,316 276,542 276,542 526,542 173,163 173,163 423,163 25 300,681 469,764 469,764 719,764 257,348 257,348 507,348 30 418,565 773,416 773,416 1,023,416 351,389 351,389 601,389 <FN> * These values reflect investment results using current cost of insurance rates. ** These values reflect investment results using guaranteed cost of insurance rates. </FN> THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A POLICY MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. Cova Financial Services Life Insurance Company Flexible Premium Variable Life Insurance Hypothetical Illustration Single Life Male, Issue Age 50, Preferred Rate Class $6,000 Annual Premium Death Benefit Option C Face Amount of $250,000 Assuming Hypothetical Gross Annual Investment Return of 0% CURRENT CHARGES* GUARANTEED CHARGES** ---------------- -------------------- Premiums End of Accumulated Cash Cash Policy at 5% Interest Cash Surrender Death Cash Surrender Death Year Per Year Value Value Benefit Value Value Benefit ---- -------- ----- ----- ------- ----- ----- ------- 1 6,300 3,899 2,178 250,000 3,011 1,289 250,000 2 12,915 8,233 6,512 250,000 6,491 4,770 250,000 3 19,861 12,420 10,698 250,000 9,817 8,096 250,000 4 27,154 16,471 14,750 250,000 12,979 11,258 250,000 5 34,811 20,394 18,673 250,000 15,963 14,241 250,000 6 42,852 24,208 22,678 250,000 18,756 17,226 250,000 7 51,295 27,911 26,763 250,000 21,347 20,200 250,000 8 60,159 31,514 30,749 250,000 23,730 22,965 250,000 9 69,467 35,009 34,626 250,000 25,895 25,513 250,000 10 79,241 38,390 38,390 250,000 27,820 27,820 250,000 15 135,945 57,066 57,066 250,000 36,720 36,720 250,000 20 208,316 70,537 70,537 250,000 34,713 34,713 250,000 25 300,681 78,205 78,205 250,000 13,122 13,122 250,000 30 418,565 76,626 76,626 250,000 0 0 0 <FN> * These values reflect investment results using current cost of insurance rates. ** These values reflect investment results using guaranteed cost of insurance rates. </FN> THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A POLICY MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. Cova Financial Services Life Insurance Company Flexible Premium Variable Life Insurance Hypothetical Illustration Single Life Male, Issue Age 50, Preferred Rate Class $6,000 Annual Premium Death Benefit Option C Face Amount of $250,000 Assuming Hypothetical Gross Annual Investment Return of 6% CURRENT CHARGES* GUARANTEED CHARGES** ---------------- -------------------- Premiums End of Accumulated Cash Cash Policy at 5% Interest Cash Surrender Death Cash Surrender Death Year Per Year Value Value Benefit Value Value Benefit ---- -------- ----- ----- ------- ----- ----- ------- 1 6,300 4,169 2,448 250,000 3,252 1,531 250,000 2 12,915 9,046 7,325 250,000 7,194 5,473 250,000 3 19,861 14,060 12,339 250,000 11,213 9,491 250,000 4 27,154 19,227 17,506 250,000 15,300 13,579 250,000 5 34,811 24,562 22,841 250,000 19,445 17,723 250,000 6 42,852 30,090 28,560 250,000 23,638 22,108 250,000 7 51,295 35,821 34,674 250,000 27,872 26,725 250,000 8 60,159 41,774 41,009 250,000 32,144 31,379 250,000 9 69,467 47,952 47,570 250,000 36,447 36,065 250,000 10 79,241 54,362 54,362 250,000 40,768 40,768 250,000 15 135,945 94,625 94,625 250,000 66,521 66,521 250,000 20 208,316 142,992 142,992 250,000 91,308 91,308 250,000 25 300,681 203,678 203,678 287,604 112,589 112,589 250,000 30 418,565 275,428 275,428 357,877 122,991 122,991 250,000 <FN> * These values reflect investment results using current cost of insurance rates. ** These values reflect investment results using guaranteed cost of insurance rates. </FN> THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A POLICY MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. Cova Financial Services Life Insurance Company Flexible Premium Variable Life Insurance Hypothetical Illustration Single Life Male, Issue Age 50, Preferred Rate Class $6,000 Annual Premium Death Benefit Option C Face Amount of $250,000 Assuming Hypothetical Gross Annual Investment Return of 12% CURRENT CHARGES* GUARANTEED CHARGES** ---------------- -------------------- Premiums End of Accumulated Cash Cash Policy at 5% Interest Cash Surrender Death Cash Surrender Death Year Per Year Value Value Benefit Value Value Benefit ---- -------- ----- ----- ------- ----- ----- ------- 1 6,300 4,440 2,718 250,000 3,495 1,773 250,000 2 12,915 9,894 8,172 250,000 7,929 6,208 250,000 3 19,861 15,836 14,115 250,000 12,729 11,008 250,000 4 27,154 22,332 20,611 250,000 17,926 16,204 250,000 5 34,811 29,449 27,728 250,000 23,547 21,826 250,000 6 42,852 37,273 35,743 250,000 29,634 28,104 250,000 7 51,295 45,881 44,734 250,000 36,231 35,083 250,000 8 60,159 55,372 54,607 250,000 43,395 42,630 250,000 9 69,467 65,836 65,454 250,000 51,191 50,809 250,000 10 79,241 77,380 77,380 250,000 59,684 59,684 250,000 15 135,945 161,326 161,326 284,648 121,312 121,312 250,000 20 208,316 295,563 295,563 462,771 220,508 220,508 345,256 25 300,681 508,998 508,998 718,731 367,724 367,724 519,244 30 418,565 843,419 843,419 1,095,896 577,204 577,204 749,989 <FN> * These values reflect investment results using current cost of insurance rates. ** These values reflect investment results using guaranteed cost of insurance rates. </FN> THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A POLICY MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. Cova Financial Services Life Insurance Company Flexible Premium Variable Life Insurance Hypothetical Illustration Single Life Male, Issue Age 60, Preferred Rate Class $9,000 Annual Premium Death Benefit Option A Face Amount of $250,000 Assuming Hypothetical Gross Annual Investment Return of 0% CURRENT CHARGES* GUARANTEED CHARGES** ---------------- -------------------- Premiums End of Accumulated Cash Cash Policy at 5% Interest Cash Surrender Death Cash Surrender Death Year Per Year Value Value Benefit Value Value Benefit ---- -------- ----- ----- ------- ----- ----- ------- 1 9,450 5,752 2,861 250,000 3,191 299 250,000 2 19,373 12,092 9,201 250,000 6,931 4,040 250,000 3 29,791 18,089 15,198 250,000 10,319 7,427 250,000 4 40,731 23,855 20,963 250,000 13,314 10,423 250,000 5 52,217 29,356 26,465 250,000 15,876 12,985 250,000 6 64,278 34,738 32,168 250,000 17,967 15,397 250,000 7 76,942 39,931 38,003 250,000 19,557 17,629 250,000 8 90,239 44,919 43,634 250,000 20,606 19,321 250,000 9 104,201 49,713 49,070 250,000 21,072 20,430 250,000 10 1,188,621 54,250 54,250 250,000 20,898 20,898 250,000 15 203,917 79,100 79,100 250,000 12,614 12,614 250,000 20 312,473 92,093 92,093 250,000 0 0 0 25 451,021 93,025 93,025 250,000 0 0 0 30 627,847 71,610 71,610 250,000 0 0 0 <FN> * These values reflect investment results using current cost of insurance rates. ** These values reflect investment results using guaranteed cost of insurance rates. </FN> THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A POLICY MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. Cova Financial Services Life Insurance Company Flexible Premium Variable Life Insurance Hypothetical Illustration Single Life Male, Issue Age 60, Preferred Rate Class $9,000 Annual Premium Death Benefit Option A Face Amount of $250,000 Assuming Hypothetical Gross Annual Investment Return of 6% CURRENT CHARGES* GUARANTEED CHARGES** ---------------- -------------------- Premiums End of Accumulated Cash Cash Policy at 5% Interest Cash Surrender Death Cash Surrender Death Year Per Year Value Value Benefit Value Value Benefit ---- -------- ----- ----- ------- ----- ----- ------- 1 9,450 6,152 3,260 250,000 3,509 618 250,000 2 19,373 13,297 10,405 250,000 7,817 4,926 250,000 3 29,791 20,512 17,621 250,000 12,025 9,134 250,000 4 40,731 27,915 25,024 250,000 16,088 13,197 250,000 5 52,217 35,481 32,590 250,000 19,960 17,069 250,000 6 64,278 43,366 40,796 250,000 23,599 21,029 250,000 7 76,942 51,518 49,590 250,000 26,967 25,039 250,000 8 90,239 59,939 58,654 250,000 30,019 28,734 250,000 9 104,201 68,658 68,016 250,000 32,708 32,065 250,000 10 118,861 77,640 77,640 250,000 34,969 34,969 250,000 15 203,917 134,919 134,919 250,000 43,142 43,142 250,000 20 312,473 205,298 205,298 250,000 18,332 18,332 250,000 25 451,021 302,611 302,611 317,742 0 0 0 30 627,847 422,158 422,158 443,266 0 0 0 <FN> * These values reflect investment results using current cost of insurance rates. ** These values reflect investment results using guaranteed cost of insurance rates. </FN> THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A POLICY MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. Cova Financial Services Life Insurance Company Flexible Premium Variable Life Insurance Hypothetical Illustration Single Life Male, Issue Age 60, Preferred Rate Class $9,000 Annual Premium Death Benefit Option A Face Amount of $250,000 Assuming Hypothetical Gross Annual Investment Return of 12% CURRENT CHARGES* GUARANTEED CHARGES** ---------------- -------------------- Premiums End of Accumulated Cash Cash Policy at 5% Interest Cash Surrender Death Cash Surrender Death Year Per Year Value Value Benefit Value Value Benefit ---- -------- ----- ----- ------- ----- ----- ------- 1 9,450 6,553 3,661 250,000 3,830 938 250,000 2 19,373 14,551 11,660 250,000 8,748 5,856 250,000 3 29,791 23,138 20,246 250,000 13,891 11,000 250,000 4 40,731 32,493 29,601 250,000 19,253 16,362 250,000 5 52,217 42,673 39,782 250,000 24,828 21,937 250,000 6 64,278 53,921 51,351 250,000 30,619 28,049 250,000 7 76,942 66,293 64,365 250,000 36,643 34,715 250,000 8 90,239 79,911 78,626 250,000 42,918 41,633 250,000 9 104,201 94,942 94,299 250,000 49,474 48,832 250,000 10 118,861 111,515 111,515 250,000 56,336 56,336 250,000 15 203,917 235,447 235,447 251,928 105,214 105,214 250,000 20 312,473 444,507 444,507 466,732 183,459 183,459 250,000 25 451,021 788,316 788,316 827,732 345,639 345,639 362,921 30 627,847 1,345,007 1,345,007 1,412,257 606,248 606,248 636,560 <FN> * These values reflect investment results using current cost of insurance rates. ** These values reflect investment results using guaranteed cost of insurance rates. </FN> THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A POLICY MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. Cova Financial Services Life Insurance Company Flexible Premium Variable Life Insurance Hypothetical Illustration Single Life Male, Issue Age 60, Preferred Rate Class $9,000 Annual Premium Death Benefit Option B Face Amount of $250,000 Assuming Hypothetical Gross Annual Investment Return of 0% CURRENT CHARGES* GUARANTEED CHARGES** ---------------- -------------------- Premiums End of Accumulated Cash Cash Policy at 5% Interest Cash Surrender Death Cash Surrender Death Year Per Year Value Value Benefit Value Value Benefit ---- -------- ----- ----- ------- ----- ----- ------- 1 9,450 5,738 2,847 255,738 3,122 231 253,122 2 19,373 12,041 9,150 262,041 6,735 3,844 256,735 3 29,791 17,962 15,071 267,962 9,929 7,038 259,929 4 40,731 23,609 20,718 273,609 12,657 9,766 262,657 5 52,217 28,939 26,047 278,939 14,873 11,982 264,873 6 64,278 34,108 31,538 284,108 16,535 13,965 266,535 7 76,942 39,031 37,103 289,031 17,610 15,683 267,610 8 90,239 43,682 42,397 293,682 18,062 16,777 268,062 9 104,201 48,067 47,424 298,067 17,854 17,211 267,854 10 1,188,621 52,096 52,096 302,096 16,937 16,937 266,937 15 203,917 72,147 72,147 322,147 4,060 4,060 254,060 20 312,473 72,758 72,758 322,758 0 0 0 25 451,021 52,760 52,760 302,760 0 0 0 30 627,847 2,751 2,751 252,751 0 0 0 <FN> * These values reflect investment results using current cost of insurance rates. ** These values reflect investment results using guaranteed cost of insurance rates. </FN> THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A POLICY MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. Cova Financial Services Life Insurance Company Flexible Premium Variable Life Insurance Hypothetical Illustration Single Life Male, Issue Age 60, Preferred Rate Class $9,000 Annual Premium Death Benefit Option B Face Amount of $250,000 Assuming Hypothetical Gross Annual Investment Return of 6% CURRENT CHARGES* GUARANTEED CHARGES** ---------------- -------------------- Premiums End of Accumulated Cash Cash Policy at 5% Interest Cash Surrender Death Cash Surrender Death Year Per Year Value Value Benefit Value Value Benefit ---- -------- ----- ----- ------- ----- ----- ------- 1 9,450 6,137 3,246 256,137 3,436 544 253,436 2 19,373 13,240 10,349 263,240 7,600 4,708 257,600 3 29,791 20,366 17,475 270,366 11,574 8,682 261,574 4 40,731 27,623 24,731 277,623 15,296 12,404 265,296 5 52,217 34,965 32,074 284,965 18,698 15,807 268,698 6 64,278 42,555 39,985 292,555 21,716 19,146 271,716 7 76,942 50,313 48,385 300,313 24,290 22,362 274,290 8 90,239 58,215 56,930 308,215 26,352 25,067 276,352 9 104,201 66,270 65,628 316,270 27,834 27,192 277,834 10 118,861 74,390 74,390 324,390 28,648 28,648 278,648 15 203,917 122,192 122,192 372,192 24,277 24,277 274,277 20 312,473 161,238 161,238 411,238 0 0 0 25 451,021 187,010 187,010 437,010 0 0 0 30 627,847 183,405 183,405 433,405 0 0 0 <FN> * These values reflect investment results using current cost of insurance rates. ** These values reflect investment results using guaranteed cost of insurance rates. </FN> THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A POLICY MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. Cova Financial Services Life Insurance Company Flexible Premium Variable Life Insurance Hypothetical Illustration Single Life Male, Issue Age 60, Preferred Rate Class $9,000 Annual Premium Death Benefit Option B Face Amount of $250,000 Assuming Hypothetical Gross Annual Investment Return of 12% CURRENT CHARGES* GUARANTEED CHARGES** ---------------- -------------------- Premiums End of Accumulated Cash Cash Policy at 5% Interest Cash Surrender Death Cash Surrender Death Year Per Year Value Value Benefit Value Value Benefit ---- -------- ----- ----- ------- ----- ----- ------- 1 9,450 6,537 3,646 256,537 3,752 860 253,752 2 19,373 14,490 11,599 264,490 8,507 5,615 258,507 3 29,791 22,971 20,080 272,971 13,372 10,481 263,372 4 40,731 32,147 29,256 282,147 18,304 15,413 268,304 5 52,217 42,039 39,148 292,039 23,252 20,360 273,252 6 64,278 52,885 50,315 302,885 28,165 25,595 278,165 7 76,942 64,690 62,762 314,690 32,996 31,069 282,996 8 90,239 77,525 76,240 327,525 37,689 36,404 287,689 9 104,201 91,498 90,856 341,498 42,180 41,538 292,180 10 118,861 106,633 106,633 356,633 46,385 46,385 296,385 15 203,917 211,977 211,977 461,977 65,568 65,568 315,568 20 312,473 362,422 362,422 612,422 51,446 51,446 301,446 25 451,021 586,482 586,482 836,482 0 0 0 30 627,847 917,665 917,665 1,167,665 0 0 0 <FN> * These values reflect investment results using current cost of insurance rates. ** These values reflect investment results using guaranteed cost of insurance rates. </FN> THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A POLICY MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. Cova Financial Services Life Insurance Company Flexible Premium Variable Life Insurance Hypothetical Illustration Single Life Male, Issue Age 60, Preferred Rate Class $9,000 Annual Premium Death Benefit Option C Face Amount of $250,000 Assuming Hypothetical Gross Annual Investment Return of 0% CURRENT CHARGES* GUARANTEED CHARGES** ---------------- -------------------- Premiums End of Accumulated Cash Cash Policy at 5% Interest Cash Surrender Death Cash Surrender Death Year Per Year Value Value Benefit Value Value Benefit ---- -------- ----- ----- ------- ----- ----- ------- 1 9,450 5,752 2,861 250,000 3,191 299 250,000 2 19,373 12,092 9,201 250,000 6,931 4,040 250,000 3 29,791 18,089 15,198 250,000 10,319 7,427 250,000 4 40,731 23,855 20,963 250,000 13,314 10,423 250,000 5 52,217 29,356 26,465 250,000 15,876 12,985 250,000 6 64,278 34,738 32,168 250,000 17,967 15,397 250,000 7 76,942 39,931 38,003 250,000 19,557 17,629 250,000 8 90,239 44,919 43,634 250,000 20,606 19,321 250,000 9 104,201 49,713 49,070 250,000 21,072 20,430 250,000 10 118,861 54,250 54,250 250,000 20,898 20,898 250,000 15 203,917 79,100 79,100 250,000 12,614 12,614 250,000 20 312,473 92,093 92,093 250,000 0 0 0 25 451,021 93,025 93,025 250,000 0 0 0 30 627,847 71,610 71,610 250,000 0 0 0 <FN> * These values reflect investment results using current cost of insurance rates. ** These values reflect investment results using guaranteed cost of insurance rates. </FN> THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A POLICY MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. Cova Financial Services Life Insurance Company Flexible Premium Variable Life Insurance Hypothetical Illustration Single Life Male, Issue Age 60, Preferred Rate Class $9,000 Annual Premium Death Benefit Option C Face Amount of $250,000 Assuming Hypothetical Gross Annual Investment Return of 6% CURRENT CHARGES* GUARANTEED CHARGES** ---------------- -------------------- Premiums End of Accumulated Cash Cash Policy at 5% Interest Cash Surrender Death Cash Surrender Death Year Per Year Value Value Benefit Value Value Benefit ---- -------- ----- ----- ------- ----- ----- ------- 1 9,450 6,553 3,661 250,000 3,830 938 250,000 2 19,373 14,551 11,660 250,000 8,748 5,856 250,000 3 29,791 23,138 20,246 250,000 13,891 11,000 250,000 4 40,731 32,493 29,601 250,000 19,253 16,362 250,000 5 52,217 42,673 39,782 250,000 24,828 21,937 250,000 6 64,278 53,921 51,351 250,000 30,619 28,049 250,000 7 76,942 66,293 64,365 250,000 36,643 34,715 250,000 8 90,239 79,911 78,626 250,000 42,918 41,633 250,000 9 104,201 94,942 94,299 250,000 49,474 48,832 250,000 10 118,861 111,515 111,515 250,000 56,336 56,336 250,000 15 203,917 233,668 233,668 329,951 105,214 105,214 250,000 20 312,473 424,350 424,350 551,379 183,459 183,459 250,000 25 451,021 722,861 722,861 878,378 318,503 318,503 387,026 30 627,847 1,183,890 1,183,890 1,368,221 505,636 505,636 584,364 <FN> * These values reflect investment results using current cost of insurance rates. ** These values reflect investment results using guaranteed cost of insurance rates. </FN> THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A POLICY MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. Cova Financial Services Life Insurance Company Flexible Premium Variable Life Insurance Hypothetical Illustration Single Life Male, Issue Age 60, Preferred Rate Class $9,000 Annual Premium Death Benefit Option C Face Amount of $250,000 Assuming Hypothetical Gross Annual Investment Return of 12% CURRENT CHARGES* GUARANTEED CHARGES** ---------------- -------------------- Premiums End of Accumulated Cash Cash Policy at 5% Interest Cash Surrender Death Cash Surrender Death Year Per Year Value Value Benefit Value Value Benefit ---- -------- ----- ----- ------- ----- ----- ------- 1 9,450 6,152 3,260 250,000 3,509 618 250,000 2 19,373 13,297 10,405 250,000 7,817 4,926 250,000 3 29,791 20,512 17,621 250,000 12,025 9,134 250,000 4 40,731 27,915 25,024 250,000 16,088 13,197 250,000 5 52,217 35,481 32,590 250,000 19,960 17,069 250,000 6 64,278 43,366 40,796 250,000 23,599 21,029 250,000 7 76,942 51,518 49,590 250,000 26,967 25,039 250,000 8 90,239 59,939 58,654 250,000 30,019 28,734 250,000 9 104,201 68,658 68,016 250,000 32,708 32,065 250,000 10 118,861 77,640 77,640 250,000 34,969 34,969 250,000 15 203,917 134,919 134,919 250,000 43,142 43,142 250,000 20 312,473 204,861 204,861 266,186 18,332 18,332 250,000 25 451,021 290,611 290,611 353,133 0 0 0 30 627,847 390,005 390,005 450,729 0 0 0 <FN> * These values reflect investment results using current cost of insurance rates. ** These values reflect investment results using guaranteed cost of insurance rates. </FN> THE HYPOTHETICAL INVESTMENT RESULTS SHOWN ABOVE AND ELSEWHERE IN THIS PROSPECTUS ARE ILLUSTRATIVE ONLY AND DO NOT REPRESENT PAST OR FUTURE INVESTMENT RESULTS. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE FOR A POLICY MAY BE MORE OR LESS THAN THOSE SHOWN DEPENDING UPON ACTUAL INVESTMENT RESULTS. NO REPRESENTATION CAN BE MADE THAT THIS HYPOTHETICAL RATE OF RETURN CAN BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME. PART II UNDERTAKING TO FILE REPORTS a. Subject to the terms and conditions of Section 15(d) of the Securities and Exchange Act of 1934, the undersigned registrant hereby undertakes to file with the Securities and Exchange Commission such supplementary and periodic information, documents and reports as may be prescribed by any rule or regulation of the Commission heretofore or hereafter duly adopted pursuant to authority confined in that section. b. Pursuant to Investment Company Act Section 26(e), Cova Financial Services Life Insurance Company ("Company") hereby represents that the fees and charges deducted under the Policy described in the Prospectus, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the Company. INDEMNIFICATION The Bylaws of the Company (Article IV, Section 1) provide that: Each person who is or was a director, officer or employee of the corporation or is or was serving at the request of the corporation as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise (including the heirs, executors, administrators or estate of such person) shall be indemnified by the corporation as of right to the full extent permitted or authorized by the laws of the State of Missouri, as now in effect and as hereafter amended, against any liability, judgment, fine, amount paid in settlement, cost and expenses (including attorney's fees) assessed or out of his status as a director, officer or employee of the corporation or if serving at the request of the corporation, as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise. The indemnification provided by this bylaw provision shall not be exclusive of any other rights to which those indemnified may be entitled under any other bylaw or under any agreement, vote of shareholders or disinterested directors or otherwise, and shall not limit in any way any right which the corporation may have to make different or further indemnification with respect to the same or different persons or classes of persons. Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted directors and officers or controlling person of the Company pursuant to the foregoing, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. CONTENTS OF REGISTRATION STATEMENT The Registration Statement comprises the papers and documents: The facing sheet The Prospectus consisting of 112 pages. Undertakings to file reports. The signatures. The following exhibits. A. Copies of all exhibits required by paragraph A of instructions for Exhibits in Form N-8B-2. 1. Resolution of the Board of Directors of the Company* 2. Not Applicable 3.a. Principal Underwriter's Agreement 3.b. Selling Agreement 3.c. Schedules of Commissions 4. Not Applicable 5. Flexible Premium Variable Life Insurance Policy++ 5.a. Accelerated Benefit Rider++ 5.b. Anniversary Partial Withdrawal Rider++ 5.c. Guaranteed Survivor Plus Purchase Option Rider++ 5.d. Lifetime Coverage Rider++ 5.e. Preliminary Term Life Insurance Rider++ 5.f. Secondary Guarantee Rider++ 5.g. Supplemental Coverage Rider++ 5.h. Waiver of Monthly Deduction Rider++ 5.i. Waiver of Specified Premium Rider++ 6.a. Articles of Incorporation of the Company* 6.b. Bylaws of the Company* 7. Not Applicable 8. Not Applicable 9.a. Form of Fund Participation Agreement by and among AIM Variable Insurance Funds, Inc., A I M Distributors, Inc., Cova Financial Services life Insurance Company, on behalf of itself and its Separate Accounts, and Cova Life Sales Company*** 9.b. Form of Participation Agreement among Templeton Variable Products Series Fund, Franklin Templeton Distributors, Inc. and Cova Financial Services Life Insurance Company**** 9.c. Form of Fund Participation Agreement among MFS Variable Insurance Trust, Cova Financial Services Life Insurance Company and Massachusetts Financial Services Company+ 9.d. Form of Fund Participation Agreement among Cova Financial Services Life Insurance Company, Cova Life Sales Company, Alliance Capital Management LP and Alliance Fund Distributors, Inc.+ 9.e. Form of Fund Participation Agreement among Oppenheimer Variable Account Funds, OppenheimerFunds, Inc. and Cova Financial Services Life Insurance Company*** 9.f. Form of Fund Participation Agreement among Putnam Variable Trust, Putnam Mutual Funds Corp. and Cova Financial Services Life Insurance Company*** 9.g. Form of Fund Participation Agreement among Investors Fund Series, Zurich Kemper Investments, Inc., Zurich Kemper Distributors, Inc. and Cova Financial Services Life Insurance Company*** 9.h. Form of Participation Agreement by and between Goldman Sachs Variable Insurance Trust, Goldman, Sachs & Co. and Cova Financial Services Life Insurance Company*** 9.i. Form of Participation Agreement among Liberty Variable Investment Trust, Liberty Financial Investments, Inc. and Cova Financial Services Life Insurance Company*** 9.j. Form of Participation Agreement among Templeton Variable Products Series Fund, Franklin Templeton Distributors, Inc. and Cova Financial Services Life Insurance Company** 9.k. Form of Participation Agreement among Russell Insurance Funds, Russell Fund Distributors, Inc. and Cova Financial Services Life Insurance Company*** 10. Application Forms++ 11. Powers of Attorney* B. Opinion and Consent of Counsel C. Consent of Actuary D. Consent of Independent Auditors * Incorporated by reference to Form S-6 (File No. 333-17963) electronically filed on December 16, 1996. ** Incorporated by reference to Pre-Effective Amendment No. 1 to Form S-6 (File No. 333-17963) electronically filed on March 24, 1997. *** Incorporated by reference to Post-Effective Amendment No. 1 to Form N-4 (File Nos. 333-34741 and 811-5200) as electronically filed on January 26, 1998. **** Incorporated by reference to Post-Effective Amendment No. 3 to Form S-6 (File No. 333-17963) as electronically filed on April 30, 1999. + Incorporated by reference to Pre-Effective Amendment No. 1 to Form N-4 (File Nos. 333-34741 and 811-5200) as electronically filed on November 19, 1997. ++ Incorporated by reference to Form S-6 (File No. 333-83197) as electronically filed on July 19, 1999. SIGNATURES As required by the Securities Act of 1933, the Registrant has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized in the City of Oakbrook Terrace and State of Illinois on this 21st day of October, 1999. COVA VARIABLE LIFE ACCOUNT ONE Registrant By: COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY By: /s/BERNARD J. SPAULDING ______________________________ Senior Vice President, General Counsel and Secretary COVA FINANCIAL SERVICES LIFE INSURANCE COMPANY Attest: /s/PATRICIA E. GUBBE By: /s/BERNARD J. SPAULDING - --------------------- ------------------------------- (Name) Senior Vice President, General Counsel and Secretary Vice President ________________________________ Title As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Chairman of the Board and - ---------------------- Director ------- Richard A. Liddy Date /s/LORRY J. STENSRUD President and Director 10/21/99 - --------------------- ------- Lorry J. Stensrud Date J. Robert Hopson* Director 10/21/99 - ----------------- ------- J. Robert Hopson Date William C. Mair* Director 10/21/99 - ----------------------- ------- William C. Mair Date E. Thomas Hughes, Jr.* 10/21/99 - ---------------------- Treasurer and Director ------- E. Thomas Hughes, Jr. Date Matthew P. McCauley* Director 10/21/99 - ---------------------- ------- Matthew P. McCauley Date John W. Barber* Director 10/21/99 - ---------------------- ------- John W. Barber Date /s/MARK E. REYNOLDS Director 10/21/99 - --------------------- ------- Mark E. Reynolds Date /s/J. TERRI TANAKA 10/21/99 - --------------------- Director ------- J. Terri Tanaka Date /s/PETER L. Witkewiz PETER L. WITKEWIZ 10/21/99 - --------------------- Controller ------- Peter L. Witkewiz Date *By: /s/LORRY J. STENSRUD ______________________________________ Lorry J. Stensrud, Attorney-in-Fact INDEX TO EXHIBITS INDEX NO. PAGE EX-99.A3.a. Principal Underwriter's Agreement EX-99.A3.b. Selling Agreement EX-99.A3.c. Schedules of Commissions EX-99.B Opinion and Consent of Counsel EX-99.C Consent of Actuary EX-99.D Consent of Independent Auditors