
<PAGE>   1
 
                                  SCHEDULE 14C
                                 (RULE 14c-101)
 
                 INFORMATION REQUIRED IN INFORMATION STATEMENT
 
                            SCHEDULE 14C INFORMATION
                INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO.   )
 
Check the appropriate box:
 
<TABLE>
<S>                                             <C>
[ ]  Preliminary Information Statement          [ ]  Confidential, for Use of the Commission Only
[X]  Definitive Information Statement                (as permitted by Rule 14c-5(d)(2))
</TABLE>
 
--------------------------------------------------------------------------------
                          JOHN ADAMS LIFE CORPORATION
                (Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
 
Payment of Filing Fee (Check the appropriate box):
 
[ ]  No fee required.
 
[ ]  Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
 
     (1)  Title of each class of securities to which transaction applies:

          Common Stock of John Adams Life Insurance Company of America
 
     (2)  Aggregate number of securities to which transaction applies:
 
          49,803.16
 
     (3)  Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
          filing fee is calculated and state how it was determined):
 
          $3,350,000 aggregate purchase price for the securities being sold
 
     (4)  Proposed maximum aggregate value of transaction:
 
          $3,350,000
 
     (5)  Total fee paid:
 
          $670
 
[X]  Fee paid previously with preliminary materials.
 
[ ]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2) and identify the filing for which the offsetting fee was paid
     previously. Identify the previous filing by registration statement number,
     or the form or schedule and the date of its filing.
 
     (1)  Amount Previously Paid:
 
        ------------------------------------------------------------------------
 
     (2)  Form, Schedule or Registration Statement No.:
 
        ------------------------------------------------------------------------
 
     (3)  Filing Party:
 
        ------------------------------------------------------------------------
 
     (4)  Date Filed:
 
        ------------------------------------------------------------------------
<PAGE>   2
 
                             INFORMATION STATEMENT
 
                          JOHN ADAMS LIFE CORPORATION
             SALE OF STOCK OF JOHN ADAMS LIFE INSURANCE CORPORATION
                       TO UNIFIED LIFE INSURANCE COMPANY
 
                            ------------------------
 
     This Information Statement is being furnished to the shareholders of John
Adams Life Corporation, a
California corporation (the "Company"), in connection with the sale by the
Company of all of the shares of Common Stock, par value $12.00 per share, of
John Adams Life Insurance Company of America, a California corporation
("JALIC"), which the Company holds. (The shares of Common Stock of JALIC being
sold by the Company are hereinafter referred to as the "JALIC Shares").
 
     It is expected that the closing (the "Closing") with respect to the sale of
the JALIC Shares will occur on or about January 22, 1997.
 
     There will not be any material differences in the rights of shareholders of
the Company as a result of the sale of the JALIC Shares. There are no rights of
appraisal or similar rights of dissenting shareholders with respect to the sale
of the JALIC Shares.
 
     This Information Statement is accompanied by a copy of (i) the Company's
latest Annual Report on Form 10-KSB for the fiscal year ended December 31, 1995;
and (ii) the Company's Amended Quarterly Report on Form 10-QSB for the quarter
ended September 30, 1996.
 
                            ------------------------
 
                       WE ARE NOT ASKING YOU FOR A PROXY
                 AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
 
          THE DATE OF THIS INFORMATION STATEMENT IS DECEMBER 30, 1996
<PAGE>   3
 
                               TABLE OF CONTENTS
 
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                                                                                        PAGE
                                                                                        ----
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THE COMPANY...........................................................................    3
SALE OF THE JALIC SHARES..............................................................    3
  Introduction........................................................................    3
  Background and Reasons for the Sale.................................................    3
  Future Plans........................................................................    4
  Summary of the Stock Purchase Agreement.............................................    5
  Regulatory Approval.................................................................    6
  Accounting Treatment of the Transaction.............................................    7
  Federal Income Tax Consequences.....................................................    7
  Use of Proceeds.....................................................................    7
  Approval of the Sale of the JALIC Shares; Price of Company Stock....................    7
ADDITIONAL AGREEMENTS BETWEEN THE COMPANY AND UNIFIED; FUTURE RELATIONSHIP............    8
  Firingline Agreement and Firingline Amendment.......................................    8
  Reinsurance Agreement...............................................................    9
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.................................   10
CERTAIN TRANSACTIONS WITH RELATED PARTIES.............................................   14
SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT...........................   14
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.....................................   15
EXHIBITS:
Exhibit A -- Stock Purchase Agreement
</TABLE>
 
                                        2
<PAGE>   4
 
                                  THE COMPANY
 
     The Company is an insurance holding company engaged through its
subsidiaries in the sale and issuance of life insurance policies and annuity
products. The Company was incorporated under the laws of the State of California
in 1975. In 1976, the Company commenced operations in the life insurance
business through JALIC, a California life insurance company. The Company owns
99.6% of the issued and outstanding common stock of JALIC.
 
     JALIC holds Certificates of Authority to write life insurance issued by the
insurance departments of Arizona, California, Hawaii, Louisiana, New Mexico,
Oregon, Utah and Washington. JALIC currently focuses its sales emphasis on
annuity products, which include a flexible premium deferred annuity.
 
     The Company's wholly-owned supervising general agency subsidiary is
Firingline Corporation, a California corporation ("Firingline"). Sales of
JALIC's policies and products are made by general agents through its general
agent, Firingline.
 
     The Company's principal executive offices are located at 11845 West Olympic
Boulevard, Suite 905, Los Angeles, California 90064; and its telephone number is
(310) 444-5252.
 
                            SALE OF THE JALIC SHARES
INTRODUCTION
 
     The Company and Unified Life Insurance Company, a Texas corporation
("Unified"), have entered into a Stock Purchase Agreement dated October 24,
1996, as amended (the "Stock Purchase Agreement"), pursuant to which the Company
has agreed to sell, and Unified has agreed to purchase, the JALIC Shares, which
consist of all 49,803.16 shares of JALIC common stock, par value $12.00 per
share, owned by the Company. The JALIC Shares comprise 99.6% of the issued and
outstanding shares of common stock of JALIC.
 
     The purchase price for the JALIC Shares (the "Purchase Price") is
$3,350,000, subject to certain adjustments, and is payable in cash at the
Closing. It is expected that the Closing with respect to the sale of the JALIC
Shares will occur on or about January 22, 1997, giving effect to the transaction
as of January 1, 1997. The net proceeds of the sale will be used by the Company
to repay certain related-party indebtedness and for general corporate purposes.
See "Use of Proceeds" hereinbelow and "CERTAIN TRANSACTIONS WITH RELATED
PARTIES."
 
     Unified is a privately-owned company that operates primarily as a reinsurer
of business written by other companies. Unified currently writes some direct
business and with the acquisition of JALIC, Unified plans to write additional
direct business through JALIC's supervising general agent, Firingline. Unified
is currently licensed as a life insurance company in Alabama, Arizona, Arkansas,
Florida, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Michigan,
Missouri, Montana, Nebraska, New Mexico, North Dakota, Oklahoma, Oregon, South
Dakota, Texas and Utah.
 
     Unified's principal executive offices are located at 7201 W. 129th Street,
Suite 300, Overland Park, Kansas 66213; and its telephone number is (913)
685-2204.
 
BACKGROUND AND REASONS FOR THE SALE
 
     The conditions surrounding the Company's business and its prospects changed
over a period of years as a result of a number of interrelated factors. These
include, without limitation, changes in federal tax laws and regulatory changes
in California. There has also been a thinness of mid-level management at the
Company in recent years. It has become more difficult for the Company to obtain
new business in an increasingly competitive environment. Declining sales of
policies have kept unit expenses high, adversely affecting profits and
contributing to operating losses in recent years. Since May 1, 1989, the Company
has requested that A. M. Best Company not rate the Company or include it in
Bests' Insurance Reports.
 
                                        3
<PAGE>   5
 
     In reaching a unanimous decision that the sale of the JALIC Shares is in
the best interests of the Company and its shareholders, the Company's Board of
Directors was cognizant of all of the foregoing factors, and motivated
principally by the changing regulatory environment affecting the conduct of
JALIC's business in California. Under current requirements imposed by the
California Department of Insurance (the "California DOI"), JALIC is required to
phase-in increases to its capital and surplus account periodically, so that on
or before December 31, 1999, it will have a minimum capital and surplus of
$5,000,000.
 
     Under the provisions of the California Insurance Code (the "California
Code"), insurance companies, such as JALIC, that hold a Certificate of Authority
issued prior to December 31, 1989, were "grandfathered", i.e., their capital and
surplus requirements were allowed to remain at $1,000,000 until December 31,
1999. However, more stringent capital and surplus phase-in increases were
imposed upon JALIC by the California DOI because of JALIC's statutory losses in
recent years. JALIC's failure to comply with such stricter requirements would
jeopardize its Certificate of Authority to write life insurance in California.
 
     The Board of Directors believes that it will constitute a significant
hardship for JALIC to continue to comply with the stricter requirements of the
California DOI. For example, in order to meet partially the California DOI's
initial requirement to increase capital and surplus to at least $2,000,000 on or
before December 31, 1995, it was necessary for the Company to borrow funds from
Benjamin A. DeMotto, a director, President and Chief Executive Officer, and a
principal shareholder of the Company. See "CERTAIN TRANSACTIONS WITH RELATED
PARTIES."
 
     The Company without JALIC will experience overall a substantially lessened
regulatory burden in the operation of its remaining business, including the
elimination of capital and surplus requirements.
 
     The Company's Board of Directors also believes that the Purchase Price of
the JALIC Shares and the other material terms offered by Unified are fair.
 
     Among the principal reasons for Unified's acquisition of the JALIC Shares
is Unified's interest in expediting its admission as a life insurance company in
California. Unified has informed the Company that, after the acquisition by
Unified of all the common stock of JALIC, Unified intends to merge JALIC into
Unified.
 
FUTURE PLANS
 
     Neither the common stock nor the assets of Firingline are being sold by the
Company. Firingline will remain a wholly-owned subsidiary of the Company after
the Closing of the transactions described herein. No changes in the business of
Firingline are contemplated. Firingline will continue to sell JALIC's products
after the Closing pursuant to the Supervising General Agent's Commission
Agreement dated February 1, 1976, as amended (the "Firingline Agreement") and
the Amendment dated October 22, 1996, between JALIC and Firingline (the
"Firingline Amendment"). See "Summary of the Stock Purchase Agreement"
hereinbelow and "ADDITIONAL AGREEMENTS BETWEEN THE COMPANY AND UNIFIED; FUTURE
RELATIONSHIP". The Company will also continue to be dependent upon certain key
personnel, principally Benjamin A. DeMotto, a director, President and Chief
Executive Officer, and a principal shareholder of the Company.
 
     After the Closing, management intends to reduce the amount of leased space
it occupies as the Company's offices. In addition, a few lay-offs of personnel
are likely. Certain outside services associated with the operation of a life
insurance business (e.g., actuarial) will no longer be needed. These changes
should result in reduced costs to the Company, in an amount which cannot be
determined presently.
 
     No decision has been made whether any of the net proceeds of the sale of
the JALIC Shares will be distributed to the shareholders as a dividend.
 
                                        4
<PAGE>   6
 
SUMMARY OF THE STOCK PURCHASE AGREEMENT
 
     The following summary of certain provisions of the Stock Purchase Agreement
does not purport to be complete. For a fuller understanding of all of the terms
of the Stock Purchase Agreement, reference is made to the Stock Purchase
Agreement, which is attached to this Information Statement as Exhibit A.
 
     At the Closing, the Company will sell, and Unified will purchase, the JALIC
Shares. The Purchase Price for the JALIC Shares of $3,350,000 is subject to
adjustment as follows. If, on JALIC's last preceding month-end statutory
financial statement prior to the Closing, the sum of (i) statutory capital and
surplus, plus (ii) asset valuation reserve, plus (iii) interest maintenance
reserve, plus (iv) $405,000, is $50,000 or more above or below the Purchase
Price, then the Purchase Price shall be adjusted to such amount. In the event
that such financial information is not available prior to the Closing, the
parties shall estimate the appropriate Purchase Price for the Closing and shall
settle the final amount of the Purchase Price no later than the filing date for
the preceding calendar quarter's Statutory Insurance Statement of JALIC. Because
of the number of variables involved, the Company cannot predict at this time if
the above-mentioned formula will produce a higher or lower amount than the
contractually-specified Purchase Price of $3,350,000.
 
     The Purchase Price is payable to the Company in cash by wire transfer in
immediately available funds. In partial payment of the Purchase Price, the
Company may retain invested assets of JALIC. Such assets shall be valued at
admitted book value shown for each asset on JALIC's most recent Statutory
Insurance Statement dated prior to or coincident with the closing date.
 
     The Stock Purchase Agreement contains standard representations and
warranties of the Company, as seller, and Unified, as purchaser, for a
transaction of this nature. Among the more distinctive representations and
warranties is the Company's representation to Unified that all life insurance
policies issued by JALIC have been and currently are, or will be at Closing, in
compliance with Section 7702 of the Internal Revenue Code of 1986, as amended
(the "Code"), and other applicable tax law provisions, and qualify as "life
insurance contracts" under said Section of the Code.
 
     With respect to any "employee benefit plans" as defined in Section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended, or any other
benefit arrangement or payroll practice provided by JALIC with respect to any of
JALIC's employees ("Employee Benefit Plans"), JALIC will either terminate any
such Employee Benefit Plan prior to the Closing or will transfer all liability
for or resulting from such Employee Benefit Plans to the Company or an affiliate
of the Company. Neither JALIC nor Unified will have any liability as to any of
JALIC's Employee Benefit Plans at the Closing.
 
     The Stock Purchase Agreement also contains standard covenants of the
Company and Unified, providing that certain specified actions are to be taken,
and certain specified actions may not be taken, at or prior to the Closing.
Among the more distinctive covenants agreed to by the Company is its agreement
to cancel (i) the certificate of contribution dated July 2, 1982, in the amount
of $300,000, payable to the Company by JALIC; and (ii) the certificate of
contribution dated September 7, 1982, in the amount of $400,000, payable to the
Company by JALIC. The certificates of contribution are non-interest bearing and
were made directly to JALIC by a principal shareholder of the Company at the
time the loans were made. In 1985, the two certificates of contribution were
assigned to the Company in connection with an agreement between the Company and
its then shareholders for the restructuring of certain indebtedness of the
Company.
 
     The Company has also agreed, at or before the Closing, to redeem or satisfy
in full all securities and/or debt owed by the Company to JALIC. In lieu
thereof, the value of such obligations shall be deducted from the Purchase
Price. As of September 30, 1996, the total amount due from the Company to JALIC
was $240,847.
 
     Unified will cause JALIC to cancel any agents' balances due to JALIC from
Firingline as of the date of the Closing. As of September 30, 1996, the total
amount of Firingline's agents' balance was $286,749.
 
     Unified will also cause JALIC to pay to Firingline in full all agents'
commissions due on the business represented by the canceled balances pursuant to
the Firingline Agreement. Additionally, Unified will also ratify the Firingline
Agreement and the Firingline Amendment, which provide for standard renewal
commissions and additional commissions, respectively, to be paid to Firingline
by JALIC. See
 
                                        5
<PAGE>   7
 
"ADDITIONAL AGREEMENTS BETWEEN THE COMPANY AND UNIFIED; FUTURE RELATIONSHIP".
 
     As a further condition of the Closing, Unified has also agreed to purchase
the additional 196.84 shares of Common Stock of JALIC which are not owned by the
Company (the "JALIC Minority Shares"). The JALIC Minority Shares are held in the
aggregate by three persons, two of whom are individuals, and one of whom is the
State of California pursuant to that state's abandoned property laws. The costs
to purchase the JALIC Minority Shares and any costs directly attributable to
such purchase will be borne equally by Unified and the Company. It is not
possible to estimate currently the costs involved to acquire the JALIC Minority
Shares, but total costs are not expected to exceed $17,000, half of which amount
will be the Company's responsibility.
 
     The Company has agreed to indemnify, defend and hold harmless Unified and
its directors, officers, employees, agents and subsidiaries from and against any
and all losses resulting from or arising out of any material inaccuracy in or
material breach of any representation, warranty, covenant or agreement of the
Company contained in the Stock Purchase Agreement within certain specified
periods for tax-related matters and within two years after the date of Closing
for all other matters. In order for this provision to have effect, Unified must
suffer losses as a result of all such breaches in excess of $50,000 and the
Company's maximum liability in such event shall not exceed the Purchase Price,
as adjusted.
 
     Unified has agreed to indemnify, defend and hold harmless the Company and
its directors, officers, employees, agents and subsidiaries from and against any
and all losses resulting from or arising out of any material inaccuracy in or
material breach of any representation, warranty, covenant or agreement of
Unified contained in the Stock Purchase Agreement within two years after the
date of Closing.
 
     Any controversy or claim arising out of, or relating to, the Stock Purchase
Agreement, will be settled by arbitration under the commercial arbitration rules
of the American Arbitration Association.
 
REGULATORY APPROVAL
 
     The sale of the JALIC Shares and the consummation of the transactions at
the Closing is subject to and conditioned upon the prior approval of the
Insurance Commissioner of California (the "California Commissioner") and the
Insurance Commissioner of Texas (the "Texas Commissioner"). Before this
transaction, Unified was not admitted to sell life insurance in California.
 
     As required by the California Code, the Stock Purchase Agreement has been
filed with the California DOI, and Unified has advised the Company that Unified
has filed the information statement required by the California DOI. Unified has
also advised the Company that the California Commissioner has approved the
transactions and has admitted Unified to sell life insurance in California.
 
     The California Commissioner reviewed the proposed transactions from the
perspective of protecting the interests of JALIC's policyholders. As part of the
approval process, the California Commissioner considered, among other things:
(i) the background and identity of each officer and person who is directly or
indirectly the beneficial owner of more than ten percent of the outstanding
voting securities of Unified; (ii) the source and amount of funds used to
acquire the JALIC Shares and the JALIC Minority Shares; and (iii) Unified's plan
to merge JALIC into Unified.
 
     The Texas Commissioner must also review the purchase by Unified of the
JALIC Shares and the JALIC Minority Shares. The Texas Commissioner reviews the
proposed transactions from the perspective of protecting the interests of
Unified's policyholders. As part of the review process, the Texas Commissioner
considers, among other things, the effect of the proposed transactions on
Unified's financial condition, so that the Texas Commissioner is satisfied that
Unified's policyholders are adequately protected. Unified has advised the
Company that the Texas Commissioner has not objected to the transactions.
 
     If approval is not in effect from the California Commissioner at the
Closing, or if the Texas Commissioner objects to the transactions, the Closing
with respect to the sale of the JALIC Shares will not occur.
 
                                        6
<PAGE>   8
 
     There are no federal regulatory requirements or approvals in connection
with the sale of the JALIC Shares or any of the related transactions.
 
ACCOUNTING TREATMENT OF THE TRANSACTION
 
     On the date of the Closing, the Company will remove JALIC's assets and
liabilities from the Company's consolidated balance sheet and record a gain or
loss on the sale of the JALIC Shares equal to the difference between the net
assets disposed of and the Purchase Price. The Company also expects to write
down all intangible assets relating to JALIC, including deferred acquisition
costs recorded by Firingline. Firingline will continue to receive commission
income in the future without amortizing costs previously deferred. Accordingly,
the Company has reflected income from continuing operations in the Pro Forma
Condensed Consolidated Statements of Operations presented in this Information
Statement and expects to continue to show commission revenue from renewals. See
"PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION".
 
FEDERAL INCOME TAX CONSEQUENCES
 
     The following summary of the anticipated federal income tax consequences to
the Company of the proposed sale of the JALIC Shares is not intended as tax
advice and is not intended to be a complete description of the federal income
tax consequences of the proposed transactions. No assurance can be given that
future legislation, regulations, administrative interpretations or court
decisions will not change significantly these conclusions (possibly with
retroactive effect).
 
     The sale of the JALIC Shares will result in a capital gain or loss to the
Company equal to the difference between the Purchase Price (less transaction
costs) and the Company's tax basis in the JALIC Shares. A capital gain would be
taxed at the Company's top marginal tax rate. A capital loss could only be
deducted to the extent of the Company's capital gains from other sources, if
any. Capital losses in excess of capital gains in the year of sale must be
carried back three years and forward five years. Unused capital losses remaining
after the five-year carry forward period expire without the realization of any
tax benefit. At present, the Company anticipates recognizing a capital loss for
federal income tax purposes on the sale of the JALIC Shares.
 
     Historically, the Company has treated the certificates of contribution
issued by JALIC as a capital contribution and therefore the Company intends to
increase its basis in the JALIC Shares to the extent of its basis in the
certificates of contribution. Based on JALIC's historic treatment of the
certificates of contribution as equity, JALIC should not realize cancellation of
indebtedness income with respect thereto.
 
     The sale of the JALIC Shares will not produce any separate and independent
federal income tax consequences to the Company's shareholders.
 
USE OF PROCEEDS
 
     The net proceeds to the Company from the sale of the JALIC Shares will be
used as follows. The Company intends to repay the post-Closing outstanding
balance of certain loans made to the Company by Benjamin A. DeMotto, a director,
President, Chief Executive Officer and principal shareholder of the Company. On
September 30, 1996, the loans were outstanding in the original aggregate
principal amount of $377,000, together with accrued interest of $23,586. See
"CERTAIN TRANSACTIONS WITH RELATED PARTIES".
 
     The balance of the net proceeds to the Company will be invested in fixed
income securities and instruments and retained for general corporate purposes.
There are no specific plans for the application or use of such proceeds at the
present time.
 
APPROVAL OF THE SALE OF THE JALIC SHARES; PRICE OF COMPANY STOCK
 
     Pursuant to the California Corporations Code and the Company's Restated
Articles of Incorporation, the sale of the JALIC Shares may be approved by
written consent of shareholders holding a majority of the voting securities of
the Company. The sale of the JALIC Shares will be approved, not less than 20
days following the mailing of this Information Statement to the Company's
shareholders of record at the close of business on
 
                                        7
<PAGE>   9
 
November 22, 1996, by the written consent of certain principal shareholders of
the Company holding more than 50% of the Company's voting securities, including
Benjamin A. DeMotto, who is also a director, President and Chief Executive
Officer of the Company; and Nicholas Del Sesto, who is a director and Executive
Vice President of the Company. See "SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS
AND MANAGEMENT". No Special Meeting of shareholders of the Company is planned in
connection with the transactions described in this Information Statement. It is
anticipated that this Information Statement will first be mailed to shareholders
on or about January 2, 1997.
 
     There will not be any material differences in the rights of shareholders of
the Company as a result of the sale of the JALIC Shares. There are no rights of
appraisal or similar rights of dissenting shareholders with respect to the sale
of the JALIC Shares.
 
     On November 22, 1996, there were outstanding 2,864,700 shares of Common
Stock of the Company, which constituted all of the outstanding voting securities
of the Company.
 
     The Company's Common Stock is currently traded in the over-the-counter
market under the symbol "JALC". The range of bid and asked prices for the
Company's Common Stock in the over-the-counter market was $.6875 bid/$.875
asked, on October 28, 1996, the trading day preceding the public announcement of
the sale of the JALIC Shares. The quotations are inter-dealer, without retail
markups, markdowns or commissions, and may not necessarily represent actual
transactions.
 
             ADDITIONAL AGREEMENTS BETWEEN THE COMPANY AND UNIFIED;
                              FUTURE RELATIONSHIP
 
FIRINGLINE AGREEMENT AND FIRINGLINE AMENDMENT
 
     Pursuant to the Firingline Agreement, Firingline provides marketing,
servicing and other efforts in connection with the sale of life insurance and
annuity products sold by JALIC, in consideration for commissions paid to
Firingline by JALIC.
 
     Pursuant to the Firingline Amendment, JALIC will pay to Firingline,
effective January 1, 1997, a 35% commission ("Additional Commissions") on
certain JALIC life insurance policies. The maximum aggregate amount of
Additional Commissions which can be earned by Firingline over a three-year
period is $1,200,000. Firingline will also continue to be paid renewal
commissions under the Firingline Agreement on all of the JALIC policies
transferred to Unified at the Closing. The amount of any renewal commissions and
any Additional Commissions are primarily dependent upon the persistency of the
policies and there is no guarantee that any commissions will be earned under the
Firingline Agreement or Firingline Amendment.
 
     Provided that on January 1, 1997, at least $1,350,000 of annualized premium
is in force on policies covered by the Firingline Amendment, JALIC will advance
to Firingline each month as a guaranteed advance against Additional Commissions,
an amount equal to $30,000, or $360,000 for the year, less the amount of earned
Additional Commissions.
 
     Provided that on January 1, 1998, at least $1,000,000 of annualized premium
is in force on policies covered by the Firingline Amendment, JALIC will advance
to Firingline each month as a guaranteed advance against Additional Commissions,
an amount equal to $25,000, or $300,000 for the year, less the amount of earned
Additional Commissions.
 
     Provided that on January 1, 1999, at least $750,000 of annualized premium
is in force on policies covered by the Firingline Amendment, JALIC will advance
to Firingline each month as a guaranteed advance against Additional Commissions,
an amount equal to $24,166.67, or $290,000 for the year, less the amount of
earned Additional Commissions.
 
     Unified will ratify the Firingline Agreement and the Firingline Amendment
prior to the Closing of the sale of the JALIC Shares.
 
                                        8
<PAGE>   10
 
REINSURANCE AGREEMENT
 
     JALIC and Unified have entered into a Revised Life Coinsurance Treaty With
Funds Withheld, as amended (the "Reinsurance Agreement"). Pursuant to the
Reinsurance Agreement, Unified has agreed to reinsure 100% of JALIC's losses on
or after July 1, 1996, for certain policies which are administered by JALIC and
issued by JALIC and in force as of July 1, 1996.
 
     The initial amount owed to Unified, as reinsurer under the Reinsurance
Agreement, equals the policy reserves on the business reinsured less a ceding
commission of $800,000, less policy loans, less net due and deferred premiums,
plus advance premiums, for a net amount of initial funds withheld of $2,179,196
as of July 1, 1996. Under the terms of the Reinsurance Agreement, funds withheld
remain with JALIC.
 
     JALIC is required to provide quarterly reports to Unified under the
Reinsurance Agreement. If the calculation of gross premiums, less certain
deductions for reinsurance premiums and other items, is positive for the
quarter, such amount is paid by JALIC to Unified. If the calculation is
negative, such amount is paid by Unified to JALIC.
 
     Increases in net policy liabilities are paid by Unified to JALIC. Decreases
in net policy liabilities are paid by JALIC to Unified. The amount of funds
withheld equals the preceding quarter's funds withheld, adjusted by the change
in the net policy liabilities for the quarter.
 
     The renewal expense allowances provision in the Reinsurance Agreement
provides for reimbursement of commissions and premium taxes paid by JALIC, and
for an administration expense of $5.00 per month per policy in force at the
beginning of each month.
 
     The Reinsurance Agreement will have no effect on the Company once the JALIC
Shares have been sold to Unified.
 
     Other than the foregoing, there are no agreements, arrangements or
understandings in effect between (i) Unified and its affiliates; and (ii) the
Company, Firingline, or the directors, executive officers or principal
shareholders of either the Company or Firingline.
 
                                        9
<PAGE>   11
 
             PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
INTRODUCTION
 
     The following unaudited Pro Forma Condensed Consolidated Balance Sheet of
the Company as of September 30, 1996, gives effect to the sale of the JALIC
Shares as if it had occurred on September 30, 1996. The unaudited Pro Forma
Condensed Consolidated Statements of Operations for the year ended December 31,
1995, and the nine months ended September 30, 1996, assume that the disposition
occurred on the first day of each period presented and are based on the
operations of the Company for the year ended December 31, 1995, and the nine
months ended September 30, 1996.
 
     The unaudited Pro Forma Condensed Consolidated Financial Statements have
been prepared by the Company based upon assumptions deemed appropriate. The
unaudited Pro Forma Condensed Consolidated Financial Statements presented herein
are shown for illustrative purposes only and are not necessarily indicative of
the future financial position or future results of operations of the Company, or
of the financial positions or results of operations of the Company that would
have actually occurred had the sale of the JALIC Shares been in effect as of the
date or for the periods presented.
 
     The unaudited Pro Forma Condensed Consolidated Financial Statements should
be read in conjunction with the historical financial statements of the Company,
including notes thereto, and other financial information pertaining to the
Company included in the Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 1995; Quarterly Reports on Form 10-QSB for the quarters
ended March 31, 1996 and June 30, 1996; and Amended Quarterly Report on Form
10-QSB for the quarter ended September 30, 1996.
 
                                       10
<PAGE>   12
 
                  JOHN ADAMS LIFE CORPORATION AND SUBSIDIARIES
 
                 PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
 
                               SEPTEMBER 30, 1996
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                         JOHN ADAMS LIFE
                                           CORPORATION       PRO FORMA ADJUSTMENTS
                                               AND         -------------------------       PRO FORMA
                                          SUBSIDIARIES      JALIC(A)        OTHER         CONSOLIDATED
                                         ---------------   -----------   -----------      ------------
<S>                                      <C>               <C>           <C>              <C>
ASSETS
Cash, investments and accrued investment
  income................................   $14,226,615     $14,193,350   $ 2,564,414(b)   $  2,597,679
Receivable from buyer...................                                     950,000(b)        950,000
Policy loans............................       671,124         671,124            --                --
Accounts receivable and other assets....       148,104          72,114            --            75,990
Reinsurance recoverable.................     9,772,532       9,772,532            --                --
Deferred policy acquisition costs.......     4,352,362       3,362,258      (990,104)(c)            --
                                           -----------     -----------   -----------       -----------
          Total Assets..................   $29,170,737     $28,071,378   $ 2,524,310      $  3,623,669
                                           ===========     ===========   ===========       ===========
LIABILITIES
Future life benefits and other policy
  obligations...........................   $19,391,599     $19,391,599   $        --      $         --
Deferred revenue and other
  liabilities...........................       521,479          92,814      (400,586)(b)        28,079
Due to reinsurers.......................     4,198,899       4,198,899            --                --
                                           -----------     -----------   -----------       -----------
          Total Liabilities.............    24,111,977      23,683,312      (400,586)           28,079
SHAREHOLDERS' EQUITY
Capital stock and paid in capital.......     6,254,547       3,873,142     3,873,142(d)      6,254,547
Retained earnings (deficit).............      (997,772)        712,939       712,939(d)     (2,658,957)
Unrealized loss on bonds, net of
  deferred acquisition costs
  adjustment............................      (198,015)       (198,015)   (1,661,185)(e)            --
                                           -----------     -----------   -----------       -----------
          Total Shareholders' Equity....     5,058,760       4,388,066     2,924,896         3,595,590
                                           -----------     -----------   -----------       -----------
          Total Liabilities and
            Shareholders' Equity........   $29,170,737     $28,071,378   $ 2,524,310      $  3,623,669
                                           ===========     ===========   ===========       ===========
</TABLE>
 
---------------
 
(a) To eliminate the assets, liabilities and equity of JALIC as of September 30,
    1996.
 
(b) To reflect the proceeds of $3,915,000 (which consists of the adjusted
    Purchase Price of $2,965,000 pursuant to the terms of the Stock Purchase
    Agreement plus the present value, $950,000, of Additional Commissions) from
    the sale of the JALIC Shares. The net proceeds are invested in short-term
    investments after retiring $400,586 of outstanding debt and accrued interest
    due to the President, Chief Executive Officer and principal shareholder of
    the Company.
 
(c) To write-down deferred acquisition costs of $990,104 recorded by Firingline.
 
(d) To record the Company's equity associated with JALIC.
 
(e) To record the Company's net loss on the sale of the JALIC Shares calculated
    as follows:
 
<TABLE>
            <S>                                                        <C>
            The Company's investment in JALIC........................  $4,586,081
            Less the sales price.....................................   3,915,000
                                                                       ----------
                                                                          671,081
            Write-down of deferred acquisition costs recorded by
              Firingline.............................................     990,104
                                                                       ----------
                      Total..........................................  $1,661,185
                                                                       ==========
</TABLE>
 
                                       11
<PAGE>   13
 
                  JOHN ADAMS LIFE CORPORATION AND SUBSIDIARIES
 
            PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
 
                      FOR THE YEAR ENDED DECEMBER 31, 1995
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                       JOHN ADAMS LIFE
                                         CORPORATION         PRO FORMA ADJUSTMENTS
                                             AND           --------------------------      PRO FORMA
                                        SUBSIDIARIES        JALIC(A)         OTHER        CONSOLIDATED
                                       ---------------     ----------     -----------     ------------
<S>                                    <C>                 <C>            <C>             <C>
REVENUES
Premiums and policy charges..........    $ 1,542,540       $1,542,540     $        --     $         --
Premiums ceded.......................       (776,768)        (776,768)             --
Commission income....................                                         711,477(b)       711,477
Interest on policy loans.............        530,865          530,865              --               --
Net investment income................        717,916          708,824         215,325(c)       224,417
Net realized investment losses.......        (45,882)         (28,836)             --          (17,046)
Net unrealized investment gains......        195,635          195,635              --               --
                                          ----------       ----------     -----------      -----------
          Total Revenues.............      2,164,306        2,172,260         926,802          918,848
EXPENSES
Benefits incurred....................      1,209,079        1,209,079              --               --
Reinsurance recoveries...............       (343,794)        (343,794)             --               --
Interest on policyholders'
  accumulation accounts..............        478,516          478,516              --               --
Operating costs and expenses.........        906,571          131,121              --          775,450
Amortization of deferred acquisition
  costs..............................        116,951           82,053         (34,898)(d)           --
                                          ----------       ----------     -----------      -----------
          Total Expenses.............      2,367,323        1,556,975         (34,898)         775,450
                                          ----------       ----------     -----------      -----------
Income (loss) from continuing
  operations
  before loss on sale of the JALIC
  Shares.............................       (203,017)         615,285         961,700          143,398
Loss on sale of the JALIC Shares.....                                      (1,811,372)(e)   (1,811,372)
                                          ----------       ----------     -----------      -----------
Income (loss) before income taxes....       (203,017)         615,285        (849,672)      (1,667,974)
Income taxes.........................              0               --              --(f)            --
                                          ----------       ----------     -----------      -----------
Net Income (loss)....................    $  (203,017)      $  615,285     $  (849,672)    $ (1,667,974)
                                          ==========       ==========     ===========      ===========
PER SHARE DATA:
Income (loss) from continuing
  operations before loss on sale of
  the JALIC Shares...................    $     (0.07)                                     $       0.05
Net loss.............................    $     (0.07)                                     $      (0.58)
                                          ==========                                       ===========
Weighted average shares..............      2,864,700                                         2,864,700
                                          ==========                                       ===========
</TABLE>
 
---------------
 
(a) To eliminate the operating results of JALIC for the year ended December 31,
    1995.
 
(b) To reflect the commissions earned from the sale of life and annuity products
    underwritten by JALIC.
 
(c) To reflect the investment of the net proceeds from the sale of the JALIC
    Shares, assuming a yield of 5.5%.
 
(d) To eliminate the amortization of deferred acquisition costs recorded by
    Firingline.
 
(e) To record the estimated $771,052 excess of the net assets sold over the
    purchase price and write-down of deferred acquisition costs of $1,040,320
    recorded by Firingline at January 1, 1995.
 
(f) Due to the Company's net operating losses being utilized, no provision for
    income taxes is necessary.
 
                                       12
<PAGE>   14
 
                  JOHN ADAMS LIFE CORPORATION AND SUBSIDIARIES
 
            PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
 
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                        JOHN ADAMS LIFE
                                          CORPORATION         PRO FORMA ADJUSTMENT
                                              AND           -------------------------      PRO FORMA
                                         SUBSIDIARIES        JALIC(A)        OTHER        CONSOLIDATED
                                        ---------------     ----------     ----------     ------------
<S>                                     <C>                 <C>            <C>            <C>
REVENUES:
Premiums and policy charges...........    $ 1,515,711       $1,515,711     $       --     $         --
Premiums ceded........................       (954,658)        (954,658)            --               --
Commissions income....................                                        859,651(b)       859,651
Interest on policy loans..............        346,693          346,693             --               --
Net investment income.................        689,720          687,030        146,000(c)       148,690
Net realized investment losses........         (4,566)          (4,566)            --               --
                                           ----------       ----------     -----------     -----------
          Total Revenues..............      1,592,900        1,590,210      1,005,651        1,008,341
EXPENSES:
Benefits incurred.....................        845,988          845,988             --               --
Reinsurance recoveries................       (382,310)        (382,310)            --               --
Interest on policyholders'
  accumulation accounts...............        550,324          550,324             --               --
Operating costs and expenses..........        614,313         (298,309)       (23,586)(d)      889,036
Amortization of deferred acquisition
  costs...............................        172,850          119,245        (53,605)(e)           --
                                           ----------       ----------     -----------     -----------
          Total Expenses..............      1,801,165          834,938        (77,191)         889,036
                                           ----------       ----------     -----------     -----------
Income (loss) from continuing
  operations before loss on sale of
  the JALIC Shares....................       (208,265)         755,272      1,082,842          119,305
Loss on sale of the JALIC Shares......             --               --     (1,520,379)(f)   (1,520,379)
                                           ----------       ----------     -----------     -----------
Income (loss) before income taxes.....       (208,265)         755,272       (437,537)      (1,401,074)
Income taxes..........................             --               --             --(g)            --
                                           ----------       ----------     -----------     -----------
Net Income (loss).....................    $  (208,265)      $  755,272     $ (437,537)    $ (1,401,074)
                                           ==========       ==========     ===========     ===========
PER SHARE DATA:
Income (loss) from continuing
  operations before loss on sale of
  the JALIC Shares....................    $     (0.07)                                    $       0.04
Net loss..............................    $     (0.07)                                    $      (0.49)
                                           ==========                                      ===========
Weighted average shares...............      2,864,700                                        2,864,700
                                           ==========                                      ===========
</TABLE>
 
---------------
 
(a) To eliminate the operating results of JALIC for the nine months ended
    September 30, 1996.
 
(b) To reflect the commissions earned from the sale of life and annuity products
    underwritten by JALIC.
 
(c) To reflect the investment of the net proceeds from the sale of the JALIC
    Shares, assuming a yield of 5.5% after retiring $377,000 of outstanding debt
    due to the President, Chief Executive Officer and principal shareholder of
    the Company.
 
(d) To eliminate the interest expense on the debt due to the President, Chief
    Executive Officer and principal shareholder of the Company.
 
(e) To eliminate the amortization of deferred acquisition costs recorded by
    Firingline.
 
(f) To record the estimated $418,968 excess of the net assets sold over the
    purchase price and write-down of deferred acquisition costs of $1,101,411
    recorded by Firingline at January 1, 1996.
 
(g) Due to the Company's net operating losses being utilized, no provision for
    income taxes is necessary.
 
                                       13
<PAGE>   15
 
                   CERTAIN TRANSACTIONS WITH RELATED PARTIES
 
     On January 24, 1996, Benjamin A. DeMotto, a director, President, Chief
Executive Officer and principal shareholder of the Company, loaned the Company
$285,000. On February 9, 1996, Mr. DeMotto loaned the Company an additional
$92,000. The loans are evidenced by promissory notes, each of which is a demand
note that bears interest at a rate equal to one percent above the prime rate for
unsecured loans as announced from time to time by City National Bank.
 
     The $285,000 loaned to the Company on January 24, 1996, was used by the
Company as part of a $400,000 contribution by the Company to JALIC's capital and
surplus. The $92,000 loaned to the Company on February 9, 1996, was loaned by
the Company to Firingline, which paid the full amount to JALIC as a partial
reduction of its agents' balance account.
 
     As of September 30, 1996, the original principal amount of the loans was
outstanding, together with accrued and unpaid interest in the amount of $23,586.
The Company intends to repay the post-Closing outstanding balance of these
loans, together with all accrued and unpaid interest, from the net proceeds of
the sale of the JALIC Shares.
 
          SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
 
     The following table sets forth information available to the Company as of
November 22, 1996, as to all shares of the Company's Common Stock owned by (i)
the persons known to the Company to be the beneficial owners of more than five
percent of the Company's Common Stock, (ii) directors of the Company and (iii)
all directors and officers of the Company as a group. The Company's only
outstanding class of equity securities is its Common Stock.
 
<TABLE>
<CAPTION>
                                                              AMOUNT AND NATURE
                                                                OF BENEFICIAL          PERCENTAGE
                  NAME OF BENEFICIAL OWNER                      OWNERSHIP(1)          OWNERSHIP(2)
------------------------------------------------------------  -----------------       ------------
<S>                                                           <C>                     <C>
Benjamin A. DeMotto(3)                                            1,530,000(4)(5)         50.8%
  11845 W. Olympic Boulevard
  Suite 905
  Los Angeles, California 90064
Nicholas Del Sesto(3)                                               501,000               17.5%
  11845 W. Olympic Boulevard
  Suite 905
  Los Angeles, California 90064
Patrick W. Hopper                                                   200,000                7.0%
  2624 Pebblegold Avenue
  Henderson, Nevada 89014
Roger Adams and Joanne Evans Adams,                                 150,000                5.2%
Co-Trustees of the Roger Adams and
Joanne Adams Living Trust
  RR 10 Box 131
  Santa Fe, New Mexico 87501
Alvin S. Milder(3)                                                   55,000(6)             1.9%
  11845 W. Olympic Boulevard
  Suite 905
  Los Angeles, California 90064
L.E. Chenault(3)                                                     35,000(7)             1.2%
  17642 Sumiya Drive
  Encino, California 91316
Robert E. Adams(3)                                                   20,000(8)               *
  2 Wolcott Lane
  Old Lyme, Connecticut 06371
All directors and officers of the Company as a group (5
  persons)                                                        2,141,009(9)            68.8%
</TABLE>
 
---------------
 
 *  Less than 1% of the class
                            [footnotes on next page]
 
                                       14
<PAGE>   16
 
(1) Except as otherwise indicated in the notes to this table, and subject to
    applicable community property laws and similar statutes, the persons listed
    as beneficial owners of shares have, to the best of the Company's knowledge,
    sole voting and investment power with respect to said shares.
 
(2) Percentages are stated to include exercisable stock options accounted for in
    the column listing Beneficial Ownership for those persons holding
    exercisable stock options.
 
(3) Director of the Company.
 
(4) Includes 250,000 shares of restricted stock which were issued to Mr. DeMotto
    pursuant to his employment agreement with the Company.
 
(5) Includes options to purchase 150,000 shares which are currently exercisable.
 
(6) Includes 3,000 shares owned by a retirement trust of which Mr. Milder is
    sole trustee and options to purchase 50,000 shares which are currently
    exercisable.
 
(7) Includes options to purchase 25,000 shares which are currently exercisable.
 
(8) Includes options to purchase 20,000 shares which are currently exercisable.
 
(9) Includes options to purchase 245,000 shares which are currently exercisable.
 
               INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
 
     This Information Statement is accompanied by a copy of (i) the Company's
latest Annual Report on Form 10-KSB for the fiscal year ended December 31, 1995;
and (ii) the Company's Amended Quarterly Report on Form 10-QSB for the quarter
ended September 30, 1996.
 
     The following documents filed by the Company with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated in this Information Statement by reference:
(a) the Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995; (b) the Company's Quarterly Reports on Form 10-QSB for the
quarters ended March 31, 1996 and June 30, 1996; (c) the Company's Amended
Quarterly Report on Form 10-QSB for the quarter ended September 30, 1996; (d)
the Company's Current Reports on Form 8-K dated June 11, 1996 and October 31,
1996; and (e) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, dated November 15, 1985, including
all amendments and reports filed for the purpose of updating such description.
 
     All documents filed by the Company pursuant to Section 13(a), 14 or 15(d)
of the Exchange Act subsequent to the date of this Information Statement and
prior to the Closing shall be deemed to be incorporated by reference into this
Information Statement and to be a part of this Information Statement from the
date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Information Statement to the
extent that a statement contained herein (or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference herein)
modified or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or supersede, to
constitute a part of this Information Statement.
 
     This Information Statement incorporates by reference certain documents
which are not presented herein or delivered herewith. Upon request, the Company
will provide, without charge, to each person, including any beneficial owner, to
whom this Information Statement is delivered, a copy of any or all of the
documents incorporated by reference (other than exhibits to such documents that
are not specifically incorporated by reference in such documents). Requests for
such copies should be directed to John Adams Life Corporation, 11845 West
Olympic Boulevard, Suite 905, Los Angeles, California 90064, attention: Alvin S.
Milder, Secretary; telephone number (310) 444-5252.
 
                                          By Order of the Board of Directors
 
                                          Alvin S. Milder
                                          Secretary
 
                                       15
