VARIABLE ANNUITY ACCOUNT FIVE
497, 1997-04-15
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<PAGE>
                                                   FILED PURSUANT TO RULE 497(c)
                                                   OF THE SECURITIES ACT OF 1933
                                                              FILE NO. 333-08859
 
                                     [LOGO]
 
                                    PROFILE
 
                                 April 3, 1997
 
This  Profile is a summary of some of  the more important points you should know
before purchasing the  Seasons Variable  Annuity. The sections  in this  Profile
correspond  to  sections in  the  prospectus which  discuss  the topics  in more
detail. Please read the prospectus carefully.
 
THE SEASONS VARIABLE ANNUITY
 
The Seasons  Variable Annuity  Contract is  a contract  between you  and  Anchor
National  Life  Insurance  Company.  It  is  designed  to  help  you  save  on a
tax-deferred basis  and  diversify  your investments  among  asset  classes  and
managers  to meet  long-term financial  goals, such  as retirement  funding. Tax
deferral means all your money, including  the amount you would otherwise pay  in
current  income taxes, remains in your  contract to generate more earnings. Your
money could grow faster than it would in a comparable taxable investment.
 
The Seasons  Variable  Annuity helps  you  meet  these goals  by  offering  four
variable  investment STRATEGIES which are managed by five different professional
investment managers. The value of any portion of your contract allocated to  the
STRATEGIES  will fluctuate up or down based on the performance of the STRATEGIES
you select and you  may experience a loss.  Five fixed investment options,  each
for  a different length of  time and offering different  interest rates that are
guaranteed by  Anchor National  and a  one  year DCA  account offering  a  fixed
interest  rate  guaranteed  by  Anchor National  are  also  available  under the
contract.
 
The STRATEGIES and fixed investment options  are designed to be used in  concert
in order to achieve your desired investment goals. You may put money into any of
the  STRATEGIES  and/or  fixed  investment  options.  You  may  transfer between
STRATEGIES and/or  the fixed  investment  options four  times per  year  without
charge.
 
Like all annuities, the contract has an Accumulation Phase, and if you choose to
annuitize,  an Income Phase. During the  Accumulation Phase, you invest money in
your contract. Your  earnings are  based on  the investment  performance of  the
STRATEGY or STRATEGIES to which your money is allocated and/or the interest rate
earned on the fixed investment option. You may withdraw money from your contract
during  the Accumulation Phase. However, as with other tax-deferred investments,
you will pay taxes on earnings and untaxed contributions when you withdraw them.
An IRS tax penalty may apply if  you make withdrawals before age 59 1/2.  During
the Income Phase, you will receive payments from your annuity. Your payments may
be  fixed in dollar amount, vary with investment performance or be a combination
of both, depending on  the annuity option you  select. Among other factors,  the
amount  of  money  you  are  able to  accumulate  in  your  contract  during the
Accumulation Phase will determine the amount of your payments during the  Income
Phase.
<PAGE>
   [LOGO]
 
ANNUITY PAYMENT OPTIONS
 
You can select from one of five annuity payment options:
 
    (1) payments for your lifetime;
 
    (2)payments for your lifetime and your survivor's lifetime;
 
    (3) payments  for your  lifetime and your  survivor's lifetime,  but for not
        less than 120 months;
 
    (4) payments for your lifetime, but for not less than 120 or 240 months; and
 
    (5) payments for a specified period of 5 to 30 years.
 
You will  also need  to  decide if  you want  your  payments to  fluctuate  with
investment  performance or remain constant, and  the date on which your payments
will begin. Once you  begin receiving payments, you  cannot change your  annuity
option.  If your contract is Non-qualified, payments during the Income Phase are
considered  partly  a  return  of   your  original  investment.  The   "original
investment"  part  of  each payment  is  not  taxable as  income.  For Qualified
contracts, the entire payment is taxable as income.
 
PURCHASING A SEASONS VARIABLE ANNUITY
 
You can buy a contract through your financial representative, who can also  help
you  complete the proper forms. For  Non-Qualified contracts the minimum initial
investment is $5000. For Qualified  contracts the minimum initial investment  is
$2000.  You  can add  $500  or more  to  your contract  at  any time  during the
Accumulation Phase.
 
INVESTMENT OPTIONS
 
You can put your money into any  one or more of the four multi-manager  variable
investment  STRATEGIES and/or one  or more of the  six fixed investment options.
The fixed investment options offer fixed rates of interest for specified lengths
of time.
 
Each STRATEGY has a different investment objective and uses an asset  allocation
investment  approach,  investing  in  a  combination  of  underlying  investment
portfolios which invest in  a combination of stocks,  bonds and cash in  varying
degrees,  in  order to  achieve its  investment  objective. The  four investment
STRATEGIES are:
 
                                     GROWTH
                                MODERATE GROWTH
                                BALANCED GROWTH
                              CONSERVATIVE GROWTH
 
Each STRATEGY invests in three underlying investment portfolios. The  underlying
investment portfolios are managed by the following five investment managers:
 
                       PUTNAM INVESTMENT MANAGEMENT, INC.
                         T. ROWE PRICE ASSOCIATES, INC.
                           JANUS CAPITAL CORPORATION
                       SUNAMERICA ASSET MANAGEMENT CORP.
                       WELLINGTON MANAGEMENT COMPANY, LLP
 
EXPENSES
 
Each  year  we  deduct a  $35  ($30  in North  Dakota  and  Washington) contract
administration fee on your contract anniversary. We currently waive this fee  if
your contract value is at least $50,000.
 
We  also deduct insurance charges which amount  to 1.40% annually of the average
daily value of your contract allocated to the STRATEGIES. The insurance  charges
include Mortality and Expense Risk, 1.25% and Distribution Expense, .15%.
 
There  are also investment charges and other  expenses if you put money into the
STRATEGIES, which may range from 1.12% to 1.25%. Investment charges may be  more
or less than the percentages reflected here.
 
If  you  take your  money out,  we may  assess  a withdrawal  charge which  is a
percentage of the Purchase  Payment you withdraw.  The percentage declines  with
each year the Purchase Payment is in the contract as follows:
 
<TABLE>
<S>              <C>          <C>              <C>
Year 1.........   7%          Year 5.........   4%
Year 2.........   6%          Year 6.........   3%
Year 3.........   6%          Year 7.........   2%
Year 4.........   5%          Year 8.........   0%
</TABLE>
 
After a Purchase Payment has been in your contract for 7 full years, there is no
withdrawal charge when that Purchase Payment is withdrawn.
 
Additionally,  if you  take money  out of  a multi-year  fixed investment option
before the term you initially agreed to ends, you may be assessed an  adjustment
which could increase or decrease the value of your money.
<PAGE>
                                                                       [LOGO]
 
In  some states  you may also  be assessed  a state premium  tax of  up to 3.5%,
depending upon the state in which you reside.
 
If you transfer among the STRATEGIES  and/or fixed investment options more  than
four  times per year, you will be charged a $25 dollar transfer fee per transfer
($10 in Pennsylvania and Texas).
 
The following  chart is  designed to  help you  understand the  charges in  your
contract.  THE COLUMN "TOTAL ANNUAL CHARGES" SHOWS THE TOTAL OF THE $35 CONTRACT
ADMINISTRATION CHARGE, THE  1.40% INSURANCE CHARGES  AND THE INVESTMENT  CHARGES
FOR  EACH  STRATEGY.  WE  CONVERTED  THE  CONTRACT  ADMINISTRATION  CHARGE  TO A
PERCENTAGE (.12%) USING AN ASSUMED CONTRACT  SIZE OF $30,000. The actual  impact
of this charge on your contract may differ from this percentage.
 
<TABLE>
<CAPTION>
 
                                                                                            EXAMPLES
                             Total Annual                   Total Annual                Total      Total
                              Insurance
                               Related
                               Charges                       Investment               Expenses    Expenses
                                                               Related       Total    at end of  at end of
                                                               Charges      Annual     1 YEAR     10 YEARS
STRATEGY                                                                    Charges
<S>                          <C>           <C>              <C>            <C>        <C>        <C>
 
Growth                          1.52%      (1.40% + .12%)       1.25%        2.77%       $98        $309
Moderate Growth                 1.52%      (1.40% + .12%)       1.21%        2.73%       $98        $306
Balanced Growth                 1.52%      (1.40% + .12%)       1.17%        2.69%       $97        $301
Conservative Growth             1.52%      (1.40% + .12%)       1.12%        2.64%       $97        $296
</TABLE>
 
The  examples  assume that  you invested  $1,000  in a  STRATEGY which  earns 5%
annually and that you withdrew your money at  the end of a 1 year period and  at
the  end of a 10 year period. For  year 1, the total annual charges are assessed
as well as the withdrawal  charge. For year 10,  the example reflects the  total
annual  charges but there is no withdrawal charge. The annual investment-related
expenses reflect  the waiver  or  reimbursement of  expenses by  the  investment
adviser.  No  premium  taxes are  assumed.  Please  see the  Fee  Tables  in the
prospectus for  more  detailed  information  regarding  the  fees  and  expenses
incurred under the contract.
 
TAXES
 
Unlike taxable investments where earnings are taxed in the year they are earned,
taxes  on amounts  earned in a  Non-qualified Contract, one  that is established
with after tax dollars,  are deferred until they  are withdrawn. In a  Qualified
Contract,  one that  is established  with before tax  dollars, like  an IRA, all
amounts are taxable when they are withdrawn. When you begin taking distributions
or withdrawals from your contract, earnings are considered to be taken out first
and will be taxed at your ordinary income tax rate. You may be subject to a  10%
federal tax penalty for distributions or withdrawals before age 59 1/2.
 
ACCESS TO YOUR MONEY
 
Withdrawals  may be made from your contract in  the amount of $1000 or more. You
can take out up to 10% of your total Purchase Payments each year without charge.
Withdrawals in  excess  of the  10%  will be  assessed  a withdrawal  charge  as
described above. If you withdraw your entire contract value you will not receive
the  benefit of any free withdrawal amount. After a Purchase Payment has been in
your contract for  7 full years,  there is no  withdrawal charge.  Additionally,
withdrawal charges are not assessed when a death benefit is paid. Of course, you
may also have to pay income tax and a 10% IRS tax penalty may apply.
 
PERFORMANCE
 
The  value  of  your  annuity  will  fluctuate  depending  upon  the  investment
performance of the STRATEGY or STRATEGIES you  select. From time to time we  may
advertise  a  STRATEGY'S total  return. The  total return  figures are  based on
historical data and are not intended to indicate future performance.
 
As of the date of the prospectus,  the sale of Seasons Variable Annuity had  not
begun. Therefore, no performance data is presented here.
 
DEATH BENEFIT
 
If you, or, if there is a joint owner, the younger of the two, should die during
the Accumulation Phase, your Beneficiary will receive a death benefit.
<PAGE>
   [LOGO]
 
If  you die before  age 75, the  death benefit will  be the greater  of: (1) the
money you put into the contract  less any withdrawals, charges and market  value
adjustments, accumulated at 3%; or (2) the current value of your contract.
 
If you die after age 75, the death benefit will be the greater of: (1) the money
you  put  into  the contract  less  any  withdrawals, charges  and  market value
adjustments, accumulated  at 3%  until your  75th birthday  plus any  subsequent
Purchase  Payments and less  any withdrawals; or  (2) the current  value of your
contract.
 
OTHER INFORMATION
 
OWNERSHIP: The  contract  is  an  allocated fixed  and  variable  group  annuity
contract. A group contract is issued to a contractholder, for the benefit of the
participants in the group. You, as an owner of a Seasons Variable Annuity, are a
participant  in  the  group  and  will  receive  a  certificate  evidencing your
ownership. You, as the owner  of a certificate, are  entitled to all the  rights
and  privileges of ownership.  As used in  this Profile and  the prospectus, the
term contract refers to your certificate. In some states an individual fixed and
variable annuity contract may  be available instead, which  is identical to  the
group  contract described in this  Profile and the prospectus  except that it is
issued directly to the individual owner.
 
FREE LOOK: You  may cancel  your contract  within 10  days of  receiving it  (or
whatever  period is required by your state) by mailing it to our Annuity Service
Center. Your contract will be treated as void  on the date we receive it and  we
will  pay you an  amount equal to  the value of  your contract (unless otherwise
required by  state law).  Its value  may  be more  or less  than the  money  you
initially  invested. Thus, the investment  risk is borne by  you during the free
look period.
 
SYSTEMATIC WITHDRAWAL PROGRAM: If  selected by you, this  program allows you  to
receive  either  monthly, quarterly,  semi-annual  or annual  checks  during the
Accumulation Phase. Systematic withdrawals may  also be electronically wired  to
your  bank account. Of course, withdrawals  during the Accumulation Phase may be
taxable and a 10% IRS tax penalty may apply if you are under age 59 1/2.
 
DOLLAR COST AVERAGING:  If selected by  you, this program  allows you to  invest
gradually into one or more of the STRATEGIES.
 
PRINCIPAL  ADVANTAGE PROGRAM: If selected by you, this program allows you to put
money in  a fixed  investment option  and one  or more  STRATEGIES and  we  will
guarantee that the portion allocated to the fixed investment option will grow to
equal your principal investment.
 
AUTOMATIC  PAYMENT PLAN: You  can add to  your contract directly  from your bank
account with as little as $50 per month.
 
CONFIRMATIONS AND QUARTERLY STATEMENTS: You will receive a confirmation of  each
transaction  within  your contract.  On a  quarterly basis,  you will  receive a
complete statement of your transactions over  the past quarter and a summary  of
your account values.
 
INQUIRIES:
 
If  you have questions  about your contract  or need to  make changes, call your
financial representative or contact us at:
 
Anchor National Life Insurance Company
Annuity Service Center
P.O. Box 54299
Los Angeles, California 90054-0299
800/445-SUN2
 
If money accompanies your correspondence, you should direct it to:
 
Anchor National Life Insurance Company
P.O. Box 100330
Pasadena, California 91189-0001
<PAGE>
                                     [LOGO]
 
                   ALLOCATED FIXED AND VARIABLE GROUP ANNUITY
                                   issued by
                         VARIABLE ANNUITY ACCOUNT FIVE
                                      and
                     ANCHOR NATIONAL LIFE INSURANCE COMPANY
 
The  annuity contract  has 10  investment choices  - 6  fixed investment options
which offer interest rates guaranteed  by Anchor National for different  periods
of time and 4 variable investment STRATEGIES:
 
                                     GROWTH
                                MODERATE GROWTH
                                BALANCED GROWTH
                              CONSERVATIVE GROWTH
 
                  which invest in the underlying portfolios of
                              SEASONS SERIES TRUST
                              which is managed by:
 
                       PUTNAM INVESTMENT MANAGEMENT, INC.
                         T. ROWE PRICE ASSOCIATES, INC.
                           JANUS CAPITAL CORPORATION
                       SUNAMERICA ASSET MANAGEMENT CORP.
                       WELLINGTON MANAGEMENT COMPANY, LLP
 
You  can put  your money  into any  one or  all of  the STRATEGIES  and/or fixed
investment options.
 
Please read this  prospectus carefully  before investing  and keep  it for  your
future  reference. It contains  important information you  should know about the
Seasons Variable Annuity.
 
To learn more about  the annuity offered  by this prospectus,  you can obtain  a
copy  of  the Statement  of Additional  Information  dated April  3, 1997.   The
Statement of  Additional  has  been  filed  with  the  Securities  and  Exchange
Commission  and is incorporated by reference  into this prospectus. The table of
contents of the Statement of  Additional Information appears on  page   of  this
prospectus.
 
For  a  free  copy  of  the Statement  of  Additional  Information,  call  us at
800/445-SUN2 or write  us at  our Annuity Service  Center, P.O.  Box 54299,  Los
Angeles, California 90054-0299.
 
ANNUITIES  INVOLVE RISK,  INCLUDING POSSIBLE  LOSS OF  PRINCIPAL, AND  ARE NOT A
DEPOSIT OR OBLIGATION OF, OR GUARANTEED OR  ENDORSED BY, ANY BANK. THEY ARE  NOT
FEDERALLY  INSURED  BY THE  FEDERAL DEPOSIT  INSURANCE CORPORATION,  THE FEDERAL
RESERVE BOARD OR ANY OTHER AGENCY.
 
THESE SECURITIES HAVE  NOT BEEN APPROVED  OR DISAPPROVED BY  THE SECURITIES  AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
   [LOGO]
 
TABLE OF CONTENTS
 
<TABLE>
<S>   <C>                                                                   <C>
Profile...................................................................     2
Glossary..................................................................     3
Fee Tables................................................................     4
      Owner Transaction Expenses..........................................     4
      Annual Separate Account Expenses....................................     4
      Portfolio Expenses..................................................     4
Examples..................................................................     5
THE SEASONS VARIABLE ANNUITY..............................................     6
ANNUITY INCOME OPTIONS....................................................     6
      Options.............................................................     7
      Allocation of Annuity Payments......................................     7
      Transfers During the Income Phase...................................     7
      Deferment of Payments...............................................     7
PURCHASING A SEASONS VARIABLE ANNUITY.....................................     8
      Allocation of Purchase Payments.....................................     8
      Accumulation Units..................................................     8
      Free Look Period....................................................     8
INVESTMENT OPTIONS........................................................     9
      Variable Investment Options: The STRATEGIES.........................     9
      Substitution........................................................    12
      Fixed Investment Options............................................    12
      Transfers During the Accumulation Phase.............................    12
EXPENSES..................................................................    14
      Insurance Charges...................................................    14
      Investment Charges..................................................    14
      Contract Maintenance Charge.........................................    14
      Withdrawal Charge...................................................    14
      Transfer Fee........................................................    15
      Premium Taxes.......................................................    15
      Income Taxes........................................................    15
      Reduction or Elimination of Certain Charges.........................    15
TAXES.....................................................................    16
      Annuity Contracts in General........................................    16
      Tax Treatment of Distributions --Non-Qualified Contracts............    16
      Tax Treatment of Distributions --Qualified Contracts................    16
      Diversification.....................................................    16
ACCESS TO YOUR MONEY......................................................    17
      Suspension of Payments..............................................    17
      Minimum Contract Value..............................................    17
PERFORMANCE...............................................................    18
DEATH BENEFIT.............................................................    18
      Death of the Annuitant..............................................    19
OTHER INFORMATION.........................................................    19
      Anchor National.....................................................    19
      The Separate Account................................................    19
      The General Account.................................................    20
      Distribution........................................................    20
      Administration......................................................    20
      Other Information about Anchor National.............................    20
FINANCIALS................................................................    24
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
 OPERATIONS...............................................................    25
INDEPENDENT ACCOUNTANTS...................................................    37
FINANCIAL STATEMENTS......................................................    37
APPENDIX A................................................................    53
APPENDIX B--PREMIUM TAXES.................................................    54
</TABLE>
 
                                       2
<PAGE>
                                                                       [LOGO]
 
GLOSSARY OF TERMS
 
We have capitalized some of the technical terms used in this prospectus. To help
you understand these terms, we have defined them below:
 
ACCUMULATION PHASE -- The period during which you invest money in your contract.
 
ACCUMULATION  UNITS  -- A  measurement  we use  to  calculate the  value  of the
variable portion of your contract during the Accumulation Phase.
 
ANNUITANT(S) -- The person(s) on whose life(lives) we base annuity payments.
 
ANNUITY DATE -- The date on which annuity payments are to begin, as selected  by
you.
 
BENEFICIARY(IES)  -- The person(s) designated to  receive any benefits under the
contract if you or the Annuitant dies.
 
INCOME PHASE -- The period during which we make annuity payments to you.
 
NON-QUALIFIED (CONTRACT)  -- A  contract purchased  with after-tax  dollars.  In
general,  these contracts  are not under  any pension  plan, specially sponsored
program or individual retirement account.
 
PURCHASE PAYMENTS -- The  money you give us  to buy a contract,  as well as  any
additional money you give us to invest after you own it.
 
QUALIFIED  (CONTRACT)  --  A  contract  purchased  with  pre-tax  dollars. These
contracts are  generally purchased  under a  pension plan,  specially  sponsored
program or individual retirement account.
 
STRATEGY(IES)  -- A sub-account of Variable  Annuity Account Five which provides
for the variable investment options available under the contract. Each  STRATEGY
has  its own investment  objective and is invested  in the underlying investment
portfolios of Seasons Series Trust.
 
                                       3
<PAGE>
   [LOGO]
 
SEASONS VARIABLE ANNUITY FEE TABLES
                    ------------------------------------------------------------
 
OWNER TRANSACTION EXPENSES
 
Withdrawal Charge as a percentage of Purchase Payments:
 
<TABLE>
<S>                   <C>        <C>                   <C>
Year 1..............    7%       Year 5..............    4%
Year 2..............    6%       Year 6..............    3%
Year 3..............    6%       Year 7..............    2%
Year 4..............    5%       Year 8..............    0%
</TABLE>
 
<TABLE>
<S>                                  <C>
Contract Maintenance Charge........  $35 each year ($30 in North Dakota and
                                     Washington)
 
Transfer Fee.......................  No charge for first 4 transfers each
                                     year; thereafter, the fee is $25 per
                                     transfer ($10 in
                                     Pennsylvania and Texas)
</TABLE>
 
ANNUAL SEPARATE ACCOUNT EXPENSES
(as a percentage of daily net asset value)
 
<TABLE>
<S>                                            <C>
Mortality Risk Charge........................       0.90%
Expense Risk Charge..........................       0.35%
Distribution Expense Charge..................       0.15%
                                                     ---
      Total Separate Account Expenses........       1.40%
</TABLE>
 
The  Investment Portfolio  Expenses table set  forth below  identifies the total
investment expenses charged by the  underlying investment portfolios of  Seasons
Series  Trust. Each  contractholder within  a STRATEGY  will incur  a portion of
these total investment expenses in relation  to the investment by such  STRATEGY
in  the respective portfolio. The  table entitled "Investment Portfolio Expenses
by STRATEGY"  which follows  the  table below  identifies the  total  investment
portfolio  expenses by  STRATEGY based  upon the  allocation of  contract values
within each STRATEGY to the underlying investment portfolios after the quarterly
rebalancing described  on  page 11.  However,  the actual  investment  portfolio
expenses  incurred by contractholders within a STRATEGY will vary depending upon
the daily net asset value of each investment portfolio in which such STRATEGY is
invested.
 
                         INVESTMENT PORTFOLIO EXPENSES
  (as a percentage of daily net asset value of each investment portfolio after
                          reimbursement of expenses.)*
 
<TABLE>
<CAPTION>
                                             MANAGEMENT          OTHER          TOTAL ANNUAL
                                                FEE            EXPENSES           EXPENSES
<S>                                       <C>               <C>              <C>
- ------------------------------------------------------------------------------------------------
    Stock                                       .85%                .36%              1.21%
    Asset Allocation: Diversified Growth        .85%                .36%              1.21%
    Multi-Managed Growth                        .89%                .40%              1.29%
    Multi-Managed Moderate Growth               .85%                .36%              1.21%
    Multi-Managed Income/Equity                 .81%                .33%              1.14%
    Multi-Managed Income                        .77%                .29%              1.06%
- ------------------------------------------------------------------------------------------------
* The percentages set forth above are based on estimated amounts for the current fiscal year.
</TABLE>
 
THE ABOVE INVESTMENT PORTFOLIO EXPENSES  WERE PROVIDED BY SEASONS SERIES  TRUST.
WE HAVE NOT INDEPENDENTLY VERIFIED THE ACCURACY OF THE INFORMATION.
 
                                       4
<PAGE>
                                                                       [LOGO]
 
                   INVESTMENT PORTFOLIO EXPENSES BY STRATEGY*
  (based on the total annual expenses of the underlying investment portfolios
               reflected above, after reimbursement of expenses)
 
<TABLE>
<CAPTION>
                                           MANAGEMENT          OTHER          TOTAL ANNUAL
                                              FEE            EXPENSES           EXPENSES
<S>                                     <C>               <C>              <C>
- ----------------------------------------------------------------------------------------------
 
  STRATEGY
    Growth                                    .87%                .38%              1.25%
    Moderate Growth                           .85%                .36%              1.21%
    Balanced Growth                           .83%                .34%              1.17%
    Conservative Growth                       .80%                .32%              1.12%
- ----------------------------------------------------------------------------------------------
*The percentages set forth above are based on estimates for the current fiscal year.
</TABLE>
 
                                    EXAMPLES
 
You will pay the following expenses on a $1,000 investment in each STRATEGY,
assuming a 5% annual return on assets and:
 
  (a) surrender of the contract at the end of the stated time period;
  (b) if the contract is annuitized or not surrendered.
 
<TABLE>
<CAPTION>
                                           TIME PERIODS
STRATEGY                                1 YEAR     3 YEARS
<S>                                    <C>        <C>
Growth                                 (a) $98    (a) $146
                                       (b) $28    (b) $ 86
 
Moderate Growth                        (a) $98    (a) $145
                                       (b) $28    (b) $ 85
 
Balanced Growth                        (a) $97    (a) $143
                                       (b) $27    (b) $ 83
 
Conservative Growth                    (a) $97    (a) $142
                                       (b) $27    (b) $ 82
</TABLE>
 
                     EXPLANATION OF FEE TABLES AND EXAMPLES
 
1.     The  purpose of the  Fee Tables is  to show you  the various expenses you
       will incur  directly and  indirectly by  investing in  the contract.  The
       example  reflects owner  transaction expenses,  separate account expenses
       and investment portfolio expenses by STRATEGY.
 
2.     For certain investment  portfolios in  which the  STRATEGIES invest,  the
       adviser,  SunAmerica Asset  Management Corp.,  has voluntarily  agreed to
       waive fees or reimburse  certain expenses, if  necessary, to keep  annual
       operating  expenses  at  or  below  the  following  percentages  of  each
       investment portfolio's average  net assets: Stock  and Asset  Allocation:
       Diversified   Growth  Portfolios:  1.21%;  Multi-Managed  Growth:  1.29%;
       Multi-Managed Moderate Growth: 1.21%; Multi-Managed Income/Equity: 1.14%,
       Multi-Managed Income: 1.06%.  The adviser also  may voluntarily waive  or
       reimburse  additional  amounts  to  increase  an  investment  portfolios'
       investment return. All waivers and/or reimbursements may be terminated at
       any  time.  Furthermore,   the  adviser   may  recoup   any  waivers   or
       reimbursements   within  the  following  two  years,  provided  that  the
       investment  portfolio  is  able  to  make  such  payment  and  remain  in
       compliance with the foregoing expense limitations.
 
3.     The Examples assume that no transfer fees were imposed. Premium taxes are
       not reflected but may be applicable.
 
4.     THESE  EXAMPLES  SHOULD NOT  BE CONSIDERED  A  REPRESENTATION OF  PAST OR
       FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
 
AS OF THE DATE  OF THIS PROSPECTUS, THE  SALE OF SEASONS HAD  NOT BEGUN AND  THE
STRATEGIES   DID  NOT  HAVE  ANY   ASSETS.  THEREFORE,  NO  CONDENSED  FINANCIAL
INFORMATION IS PRESENTED HERE.
 
                                       5
<PAGE>
   [LOGO]
 
THE SEASONS VARIABLE ANNUITY
- --------------------------------------------------------------------------------
 
An annuity is a contract between you,  the owner, and an insurance company.  The
contract provides tax deferral for your earnings, as well as a death benefit and
guaranteed  income  in the  form of  annuity  payments beginning  on a  date you
select. Until you decide to begin receiving annuity payments, your annuity is in
the Accumulation Phase. Once you begin receiving annuity payments, your contract
switches to the  Income Phase.  If you die  during the  Accumulation Phase,  the
insurance  company guarantees a  death benefit to  your Beneficiary. The Seasons
Variable Annuity is issued by Anchor National Life Insurance Company.
 
During the  Accumulation Phase,  the value  of your  annuity benefits  from  tax
deferral.  This means your earnings accumulate on a tax-deferred basis until you
take money out  of your  contract. The  Income Phase  occurs when  you begin  to
receive  annuity payments. You select the date  on which annuity payments are to
begin.
 
The contract is  called a  variable annuity because  you can  choose among  four
variable investment STRATEGIES, which invest in underlying investment portfolios
managed  by five investment managers. Depending  upon market conditions, you can
make or lose  money in any  of these STRATEGIES.  If you allocate  money to  the
STRATEGIES,  the amount  of money  you are able  to accumulate  in your contract
during the Accumulation  Phase depends  upon the investment  performance of  the
STRATEGIES you select. The amount of the annuity payments you receive during the
Income  Phase from the variable  portion of your contract  also depends upon the
investment performance of the STRATEGIES you select for the Income Phase.
 
The contract also  offers six  fixed investment  options. Your  money will  earn
interest  at the rate guaranteed by us for the period of time you agree to leave
your money in the fixed investment  option. We currently offer fixed  investment
options  for periods of one, three, five, seven  and ten years and a special one
year DCA fixed account specifically for  the Dollar Cost Averaging Program.  The
multi-year fixed investment options are not available in Maryland or Washington.
If  you allocate money to a fixed investment option, the amount of money you are
able to accumulate in your contract  during the Accumulation Phase depends  upon
the  total interest  credited to your  contract. An adjustment  to your contract
will apply  to withdrawals  or transfers  from the  multi-year fixed  investment
options prior to the end of the selected guarantee period. The amount of annuity
payments  you receive  during the  Income Phase from  the fixed  portion of your
contract will remain level for the entire Income Phase.
 
ANNUITY INCOME OPTIONS
- --------------------------------------------------------------------------------
 
When you switch to  the Income Phase, you  will receive regular income  payments
under  the contract. You can choose to have your annuity payments sent to you by
check or  electronically wired  to  your bank.  The  contract offers  5  annuity
options. Other annuity options may be available in the future.
 
You  select the date on  which annuity payments are to  begin, which must be the
first day of a month at least two years after the date of your contract. We call
this the Annuity  Date. You may  change your  Annuity Date at  least seven  days
prior  to the date  that your payments  are to begin.  However, annuity payments
must begin by the later of your 90th  birthday or ten years after the date  your
contract  is issued. We call this the Latest Annuity Date. If no Annuity Date is
selected we will begin payments based on the Latest Annuity Date. Certain states
may require that you begin receiving annuity payments prior to this date. If the
Annuity Date is past your 85th birthday, it is possible that the contract  would
not be treated as an annuity and you may incur adverse tax consequences.
 
Unless  you are a  non-natural owner, you  may change the  Annuitant at any time
prior to the Annuity Date. You may also designate a second person on whose  life
annuity  payments are based. If the Annuitant  dies before the Annuity Date, you
must notify us and designate a new Annuitant.
 
If you  do not  choose  an annuity  option, annuity  payments  will be  made  in
accordance with option 4 (below) for 120 months. If the annuity payments are for
joint  lives,  then  we will  make  payments  in accordance  with  option  3. If
permitted by state law, we may pay the annuity in one lump sum if your  contract
is less than $5,000. Likewise, if your annuity payments would be less than $50 a
month, we have the right to change the
 
                                       6
<PAGE>
                                                                       [LOGO]
 
frequency  of your payment to  be quarterly, semi-annual or  annual so that your
annuity payments are at least $50. Annuity  payments will be made to you  unless
you  designate another person to receive them.  In that case, you must notify us
in writing at  least 30  days before  the Annuity  Date. You  will remain  fully
responsible for any taxes related to annuity payments.
 
OPTION 1 - LIFE INCOME
 
Under  this option, we  will make annuity  payments as long  as the Annuitant is
alive. Annuity payments stop when the Annuitant dies.
 
OPTION 2 - JOINT AND SURVIVOR ANNUITY
 
Under this option, we will make annuity payments as long as the Annuitant and  a
designated  second person are  alive. Upon the  death of either  person, we will
continue to make annuity payments so long  as the survivor is alive. You  choose
the  amount of the annuity payments to the survivor, which can be equal to 100%,
66.66% or 50% of the  full amount. Annuity payments stop  upon the death of  the
survivor.
 
OPTION 3 - JOINT AND SURVIVOR LIFE ANNUITY - 120 MONTHLY PAYMENTS GUARANTEED
 
This  option is similar  to option 2  above, with the  additional guarantee that
payments will be made for at least 120 months. If the Annuitant and survivor die
before all guaranteed  payments have been  made, the  rest will be  made to  the
Beneficiary.
 
OPTION 4 - LIFE ANNUITY WITH 120 OR 240 MONTHLY PAYMENTS GUARANTEED
 
This  option is similar  to option 1  above, with the  additional guarantee that
payments will be made for at least 120 or 240 months, as selected by you.  Under
this  option, if  the Annuitant  dies before  all guaranteed  payments have been
made, the rest will be made to the Beneficiary.
 
OPTION 5 - INCOME FOR A SPECIFIED PERIOD
 
Under this option, we will make annuity  payments for any period of time from  5
to  30 years, as selected by you. However,  the period must be for full 12 month
increments. Under  this option,  if  the Annuitant  dies before  all  guaranteed
payments  have been made, the rest will  be made to the beneficiary. This option
does not contain an element of mortality  risk. Therefore, you will not get  the
benefit  of the mortality component of the  mortality and expense risk charge if
this option is selected.
 
ALLOCATION OF ANNUITY PAYMENTS
 
On the Annuity Date, if your money is invested in a fixed investment  option(s),
your  annuity payments will be  fixed in amount. If your  money is invested in a
STRATEGY(IES), your  annuity  payments will  vary  depending on  the  investment
performance  of the STRATEGY(IES) you select. If you have money in the fixed and
variable investment  options,  your  annuity  payments  will  be  based  on  the
respective  allocations. You may not convert between fixed and variable payments
once annuity payments begin.
 
VARIABLE ANNUITY PAYMENTS
 
If you  choose to  have  any portion  of your  annuity  payments come  from  the
STRATEGIES, the dollar amount of your payment will depend upon three things: (1)
the  value of your contract in the STRATEGIES  on the Annuity Date, (2) the 3.5%
assumed investment rate used in the annuity  table for the contract and (3)  the
performance  of the STRATEGIES  you selected. If  the actual performance exceeds
the 3.5% assumed rate,  your annuity payments will  increase. Similarly, if  the
actual  rate  is  less  than  3.5%, your  annuity  payments  will  decrease. The
Statement of  Additional Information  contains detailed  information and  sample
calculations.
 
TRANSFERS DURING THE INCOME PHASE
 
You  may transfer money among the  STRATEGIES during the Income Phase. Transfers
are subject to the same limitations as transfers during the Accumulation  Phase.
However,  you may not transfer money from  the fixed account into the STRATEGIES
or from the STRATEGIES into the fixed accounts during the Income Phase.
 
DEFERMENT OF PAYMENTS
 
We may defer making fixed payments for up to six months, or less if required  by
state law. Interest will be credited to you during the deferral period.
 
                                       7
<PAGE>
   [LOGO]
 
PURCHASING A SEASONS VARIABLE ANNUITY
- --------------------------------------------------------------------------------
 
A  Purchase Payment is the money you give us to buy the contract, as well as any
additional money you give us to invest in the contract after you own it. You can
purchase a Non-Qualified contract  with a minimum  initial investment of  $5,000
and  a  Qualified contract  with  a minimum  initial  investment of  $2,000. The
maximum we accept is $1,000,000 without our prior approval. Payments in  amounts
of  $500  or  more  may  be  added to  your  contract  at  any  time  during the
Accumulation Phase. You can make  scheduled subsequent Purchase Payments of  $50
or more per month by enrolling in the Automatic Payment Plan.
 
We   may  refuse  any  Purchase  Payment.  In  general,  we  will  not  issue  a
Non-Qualified contract to anyone who is age 90 or older or a Qualified  contract
to anyone who is age 70 1/2 or older.
 
ALLOCATION OF PURCHASE PAYMENTS
 
When  you purchase a contract, you will allocate your Purchase Payment to one or
more of the STRATEGIES and/or the  fixed investment options. You should  specify
your  investment allocations on the contract application. If you make additional
Purchase Payments, we  will allocate them  the same way  as your first  Purchase
Payment unless you tell us otherwise.
 
Once  we  receive  your  Purchase  Payment and  a  complete  application  at our
principal place of business, we will issue your contract and allocate your first
Purchase Payment within  two business days.  If we are  unable to complete  this
process  within five business days,  we will either send  back your money or get
your permission to keep it until we get all the necessary information.
 
ACCUMULATION UNITS
 
The value of the variable portion of your contract will go up or down  depending
upon  the investment  performance of the  STRATEGY(IES) you select.  In order to
keep track of the  value of your contract,  we use a unit  of measure called  an
Accumulation  Unit which works like a share  of a mutual fund. During the Income
Phase, we call them Annuity Units.
 
An Accumulation  Unit value  is determined  each  day that  the New  York  Stock
Exchange  ("NYSE") is open. We calculate  an Accumulation Unit for each STRATEGY
after the NYSE closes each day. We do this by:
 
    (1) determining  the  total  value  of  money  invested  in  the  particular
        STRATEGY;
 
    (2)  subtracting  from that  amount any  asset-based  charges and  any other
        charges such as taxes we have deducted; and
 
    (3) dividing this amount by the number of outstanding Accumulation Units.
 
The value of an Accumulation Unit  may go up or down  from day to day. When  you
make  a Purchase Payment,  we credit your contract  with Accumulation Units. The
number of Accumulation Units  credited is determined by  dividing the amount  of
the  Purchase Payment allocated to  a STRATEGY by the  value of the Accumulation
Unit for that STRATEGY.
 
    Example:
 
    We receive a $25,000 Purchase Payment  from you on Wednesday. You want  your
    money  to be invested in the Moderate Growth STRATEGY. We determine that the
    value of an  Accumulation Unit for  the Moderate Growth  STRATEGY is  $11.10
    when  the NYSE  closes on  Wednesday. We then  divide $25,000  by $11.10 and
    credit your contract on Wednesday night with 2252.252 Accumulation Units for
    the Moderate Growth STRATEGY.
 
FREE LOOK PERIOD
 
If you change your mind about owning  the contract, you can cancel it within  10
days  after receiving it (or longer if required by state law) by mailing it back
to our Annuity Service Center. Unless otherwise required by state law, you  will
receive back whatever your contract is worth on the day we receive your request.
Its  value may be more or less than  the money you initially invested. Thus, the
investment risk is borne by you during the free look period.
 
                                       8
<PAGE>
                                                                       [LOGO]
 
INVESTMENT OPTIONS
- --------------------------------------------------------------------------------
 
The contract offers  variable investment  options which we  call STRATEGIES  and
fixed  investment  options.  The  contract was  designed  to  meet  your varying
investment needs over time, which can be achieved by using the STRATEGIES  alone
or  in concert  with the  fixed investment  options in  order to  lower the risk
associated with investing only in a variable investment option.
 
VARIABLE INVESTMENT OPTIONS:
THE STRATEGIES
 
The contract offers four multi-manager variable investment STRATEGIES, each with
a different  investment objective.  The  STRATEGIES are  designed to  meet  your
investment  needs over time and considering factors  such as your age, goals and
risk tolerance. However, each STRATEGY  is designed to achieve different  levels
of growth over time.
 
Each  STRATEGY invests in three underlying  investment portfolios of the Seasons
Series Trust. The  allocation of  money among these  investment portfolios  will
vary depending on the objective of the STRATEGY.
 
Seasons   Series  Trust  is   managed  by  SunAmerica   Asset  Management  Corp.
("SAAMCo."), which  is  affiliated with  Anchor  National. SAAMCo.  has  engaged
sub-advisers to provide investment advice for certain investment portfolios.
 
The  underlying investment portfolios of Seasons  Series Trust include the Asset
Allocation:  Diversified  Growth   Portfolio,  the  Stock   Portfolio  and   the
Multi-Managed Growth, Multi-Managed Moderate Growth, Multi-Managed Income/Equity
and Multi-Managed Income Portfolios (the "Multi-Managed Portfolios").
 
The  Asset  Allocation:  Diversified  Growth  Portfolio  is  managed  by  Putnam
Investment Management, Inc.  The Stock  Portfolio is  managed by  T. Rowe  Price
Associates,  Inc. All  of the  Multi-Managed Portfolios  include the  same three
basic investment  components:  a  growth  component  managed  by  Janus  Capital
Corporation,  a  balanced  component  managed  by  SAAMCo.  and  a  fixed income
component managed by Wellington Management Company, LLP. The Growth STRATEGY and
the Moderate Growth STRATEGY also have  an aggressive growth component which  is
managed by SAAMCo. The percentage that any one of these components represents in
the   Multi-Managed  Portfolios  varies  in   accordance  with  each  STRATEGY's
objective.
 
YOU SHOULD  READ  THE  PROSPECTUS  FOR SEASONS  SERIES  TRUST  CAREFULLY  BEFORE
INVESTING.  THE PROSPECTUS  CONTAINS DETAILED  INFORMATION ABOUT  THE INVESTMENT
PORTFOLIOS AND IS ATTACHED TO THIS PROSPECTUS.
 
Each STRATEGY  uses  an asset  allocation  investment approach  to  achieve  its
objective  and allocates your money  into underlying investment portfolios which
invest in a combination  of stocks, both domestic  and international, bonds  and
cash.  Although the  asset mix  within each STRATEGY  will vary  over time, each
STRATEGY has a neutral asset allocation mix, including a cash component in order
to reflect the  anticipated cash  holdings required to  rebalance each  STRATEGY
quarterly,  as  reflected  on  the  following  pages.  Additionally,  after  the
quarterly rebalancing  described on  page  10, the  contract value  within  each
STRATEGY  will be allocated  to the various  underlying investment portfolios in
the percentages identified on the following pages.
 
                                       9
<PAGE>
   [LOGO]
 
                                     GROWTH
 
GOAL: Long-term growth of  capital, allocating its  assets primarily to  stocks.
This STRATEGY may be best suited for those with longer periods to invest.
 
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
 
<TABLE>
<S>        <C>
Stocks           80%
Bonds            15%
Cash              5%
</TABLE>
 
                             UNDERLYING INVESTMENT
                             PORTFOLIOS & MANAGERS
 
ASSET ALLOCATION: DIVERSIFIED GROWTH PORTFOLIO         25%
Managed by Putnam Investment Management, Inc.
 
STOCK PORTFOLIO                                        25%
Managed by T. Rowe Price Associates, Inc.
 
MULTI-MANAGED GROWTH PORTFOLIO                         50%
 
Managed by:
    Janus Capital Corporation
    SunAmerica Asset Management Corp.
    Wellington Management Company, LLP
 
                                MODERATE GROWTH
 
GOAL:  Growth  of  capital through  investments  in equities,  with  a secondary
objective of conservation of principal by allocating more of its assets to bonds
than the Growth  STRATEGY. This STRATEGY  may be best  suited for those  nearing
retirement years but still earning income.
 
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
 
<TABLE>
<S>        <C>
Stocks           70%
Bonds            25%
Cash              5%
</TABLE>
 
                             UNDERLYING INVESTMENT
                             PORTFOLIOS & MANAGERS
 
ASSET ALLOCATION: DIVERSIFIED GROWTH PORTFOLIO        25%
Managed by Putnam Investment Management, Inc.
 
STOCK PORTFOLIO                                       20%
Managed by T. Rowe Price Associates, Inc.
 
MULTI-MANAGED MODERATE GROWTH PORTFOLIO               55%
 
Managed by:
    Janus Capital Corporation
    SunAmerica Asset Management Corp.
    Wellington Management Company, LLP
 
                                       10
<PAGE>
                                                                       [LOGO]
 
                                BALANCED GROWTH
 
Goal:  Focuses  on conservation  of principal  by investing  in a  more balanced
weighting of stocks  and bonds,  with a secondary  objective of  seeking a  high
total  return. This STRATEGY may be best suited for those approaching retirement
and with less tolerance for investment risk.
 
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
 
<TABLE>
<S>        <C>
Stocks           55%
Bonds            40%
Cash              5%
</TABLE>
 
                             UNDERLYING INVESTMENT
                             PORTFOLIOS & MANAGERS
 
ASSET ALLOCATION: DIVERSIFIED GROWTH PORTFOLIO         25%
Managed by Putnam Investment Management, Inc.
 
STOCK PORTFOLIO                                        20%
Managed by T. Rowe Price Associates, Inc.
 
MULTI-MANAGED INCOME/EQUITY PORTFOLIO                  55%
 
Managed by:
    Janus Capital Corporation
    SunAmerica Asset Management Corp.
    Wellington Management Company, LLP
 
                              CONSERVATIVE GROWTH
 
Goal: Capital preservation while maintaining some potential for growth over  the
long term. This STRATEGY may be best suited for those with lower investment risk
tolerance.
 
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
 
<TABLE>
<S>        <C>
Stocks           42%
Bonds            53%
Cash              5%
</TABLE>
 
                             UNDERLYING INVESTMENT
                             PORTFOLIOS & MANAGERS
 
ASSET ALLOCATION: DIVERSIFIED GROWTH PORTFOLIO        25%
Managed by Putnam Investment Management, Inc.
 
STOCK PORTFOLIO                                       15%
Managed by T. Rowe Price Associates, Inc.
 
MULTI-MANAGED INCOME PORTFOLIO                        60%
 
Managed by:
    Janus Capital Corporation
    SunAmerica Asset Management Corp.
    Wellington Management Company, LLP
 
                                       11
<PAGE>
   [LOGO]
 
STRATEGY REBALANCING
 
Each  STRATEGY  is designed  to meet  its investment  objective by  allocating a
portion of your  money to  three different  investment portfolios.  In order  to
maintain  the  mix  of  investment portfolios  consistent  with  each STRATEGY's
objective, each STRATEGY within  your contract will be  rebalanced on the  first
business  day  of  each  quarter  so that  it  is  allocated  among  the various
investment portfolios according to the percentages set forth on pages 9 and  10.
Additionally, within each Multi-Managed Portfolio, your money will be rebalanced
among  the various  components. Rebalancing  your contract  may involve shifting
assets out of better performing  investments into an investment with  relatively
lower returns.
 
SUBSTITUTION
 
If any of the underlying investment portfolios is no longer available, we may be
required  to substitute shares of another investment portfolio. We will seek any
required prior approval of the SEC and give you notice before doing this.
 
FIXED INVESTMENT OPTIONS
 
The contract  also offers  six fixed  investment options.  Anchor National  will
guarantee  the interest rate earned on money  you allocate to any of these fixed
investment options. We currently offer  fixed investment options for periods  of
one,  three, five,  seven and  ten years, which  we call  Guarantee Periods. The
multi-year fixed investment options are not available in Maryland or Washington.
Additionally, we guarantee the interest rate for money allocated to the one year
DCA fixed account  (the "DCA Account")  which is available  only in  conjunction
with  the Dollar Cost  Averaging Program. Please  see the section  on the Dollar
Cost Averaging  Program  on the  next  page for  additional  information  about,
including limitations on, the availability of the DCA Account.
 
Interest  rates offered for the different  Guarantee Periods and the DCA Account
will differ from time to time due  to changes in market conditions but will  not
be less than 3%. The interest rate offered for a particular Guarantee Period for
new  Purchase  Payments may  differ  from the  interest  rate offered  for money
already invested in such account. An  interest rate established for a  Guarantee
Period or the DCA Account will not change during the term of that period.
 
You  may  reallocate money  to a  fixed  investment option  (other than  the DCA
account) or to  any of the  STRATEGIES after  the end of  the Guarantee  Period.
However,  if you do not give us  different instructions within 30 days after the
end of your Guarantee Period, we will  keep your money in the fixed account  for
the same Guarantee Period you previously selected. You will receive the interest
rate then in effect for that Guarantee Period.
 
MARKET VALUE ADJUSTMENT
 
THE  FOLLOWING DISCUSSION APPLIES TO MONIES YOU  PUT INTO THE THREE, FIVE, SEVEN
AND TEN YEAR FIXED INVESTMENT OPTIONS ONLY AND DOES NOT APPLY TO WITHDRAWALS  TO
PAY A DEATH BENEFIT OR CONTRACT FEES AND CHARGES.
 
If  you take your money out of  a multi-year fixed investment option (whether by
withdrawal, transfer or annuitization) before  the end of the Guarantee  Period,
we  will make an adjustment to the value of your contract. We call this a Market
Value Adjustment. The  Market Value Adjustment  reflects the differing  interest
rate environments between the time you put your money into the fixed account and
the  time  you take  your money  out of  the fixed  account. The  adjustment can
increase or decrease  the value of  your contract. You  may withdraw your  money
within 30 days followng the end of a Guarantee Period without incurring a Market
Value Adjustment.
 
We  calculate the  Market Value  Adjustment by  comparing the  interest rate you
received on the money you put into  the fixed account against the interest  rate
we are currently offering to contract owners for the period of time remaining in
the  Guarantee  Period. If  the  amount of  time remaining  is  not equal  to an
available guarantee  period  for which  we  offer  a fixed  interest  rate,  the
interest  rate will be determined by linear interpolation between interest rates
for the two nearest periods that are available.
 
Generally, if interest rates  have dropped between the  time you put your  money
into  the fixed account and the  time you take it out,  there will be a positive
adjustment to the  value of your  contract. Conversely, if  interest rates  have
increased  between the time  you put your  money into the  fixed account and the
time you take it out, there will be  a negative adjustment to the value of  your
contract.
 
If  the Market Value Adjustment  is negative, it will  be assessed first against
any remaining money allocated to  the fixed account out  of which you took  your
money and then against the amount of money you take out of the fixed account. If
the Market Value Adjustment is positive, it will be added to the amount you take
out of the fixed account.
 
                                       12
<PAGE>
                                                                       [LOGO]
 
Appendix  A provides  more information about  how we calculate  the Market Value
Adjustment and gives some examples of the impact of the adjustment.
 
The one year  fixed investment option  and DCA  Account do not  impose a  market
value adjustment and are not registered under the Securities Act of 1933 and are
not subject to the provisions of the Investment Company Act of 1940.
 
TRANSFERS DURING THE ACCUMULATION PHASE
 
Except as provided in the next sentence with respect to the DCA Account, you can
transfer  money among the STRATEGIES and the fixed investment options by written
request or by telephone. Although you may transfer money out of the DCA Account,
you may not transfer money into the  DCA Account from any STRATEGY or any  fixed
investment  option. You can  make four transfers every  year without incurring a
transfer charge. We measure  a year from  the anniversary of  the day we  issued
your  contract. If you make more  than four transfers in a  year, there is a $25
transfer fee  per  transfer  ($10  in  Pennsylvania  and  Texas).  Additionally,
transfers out of a multi-year fixed investment option may be subject to a market
value adjustment.
 
The  minimum amount you can transfer is $500  or a lesser amount if you transfer
the entire balance from a  STRATEGY or a fixed  investment option. If any  money
will remain in a STRATEGY or fixed investment option after making a transfer, it
must  be  at least  $500. Your  request  for transfer  must clearly  state which
STRATEGY(IES) and/or fixed investment option(s) are involved and the amount  you
want  to transfer.  Please see  the section below  on Dollar  Cost Averaging for
specific rules regarding the DCA Account.
 
We will  accept transfers  by telephone  unless you  specify otherwise  on  your
contract  application.  We  have  in  place  procedures  to  provide  reasonable
assurance that  instructions given  to us  by telephone  are genuine.  Thus,  we
disclaim all liability for any claim, loss or expense from any error. If we fail
to  use such procedures, we may be liable  for any losses due to unauthorized or
fraudulent instructions.
 
We reserve the right to modify, suspend or terminate the transfer privileges  at
any time.
 
DOLLAR COST AVERAGING PROGRAM
 
The  Dollar Cost Averaging  Program allows you to  systematically transfer a set
percentage or amount from any STRATEGY  or the one year fixed investment  option
(we  call these  source accounts)  to another STRATEGY.  You can  also select to
transfer the entire value in a STRATEGY or the one year fixed investment  option
in  a stated number of transfers. Transfers may be monthly or quarterly. You can
change the amount or frequency at any time by notifying us in writing.
 
When you make  either your  initial Purchase  Payment or  a subsequent  Purchase
Payment  and want to participate in the  Dollar Cost Averaging Program with that
money, you may also use the DCA Account as a source account. You cannot transfer
money from a  STRATEGY or other  fixed investment option  into the DCA  Account.
When  the  DCA  Account is  used,  all of  your  money  in the  account  will be
transferred to  the STRATEGY(IES)  you  select in  either monthly  or  quarterly
transfers  (as selected by you) by the end  of the one year period for which the
interest rate is guaranteed. Once selected, you can not change the frequency  of
transfers  under the program.  If you want  to stop participation  in the Dollar
Cost Averaging Program and you are using the DCA Account as your source account,
we will either  transfer your money  to the STRATEGY  (IES) or fixed  investment
option(s)  you  select, or,  in  the absence  of  express instructions,  we will
transfer your money  to the  one year fixed  investment option  which will  earn
interest at the rate then being offered for a period of one year.
 
By  allocating amounts on a regular schedule  as opposed to allocating the total
amount at one  particular time, you  may be  less susceptible to  the impact  of
market fluctuations. However, there is no assurance that you will earn a greater
profit.  You  are still  subject  to loss  in  a declining  market.  Dollar cost
averaging involves continuous investment in securities regardless of fluctuating
price levels. You should consider your  financial ability to continue to  invest
through periods of low prices.
 
Transfers  under this program  are not counted against  your four free transfers
per year. We reserve the right to  modify, suspend or terminate this program  at
any time.
 
PRINCIPAL ADVANTAGE PROGRAM
 
The  Principal Advantage Program  allows you to allocate  Purchase Payments to a
fixed investment option (other than the DCA Account) and one or more  STRATEGIES
without  any market  risk to  your principal.  You decide  how much  you want to
invest and when you would like a return of your principal. We will calculate how
much of your Purchase Payment must  be allocated to the fixed investment  option
to
 
                                       13
<PAGE>
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ensure  that this  money will  grow to  equal the  full amount  of your purchase
payment by the end of the selected period. The remaining portion of the Purchase
Payment is  then invested  in a  STRATEGY(IES), where  it has  the potential  to
achieve greater growth.
 
We reserve the right to modify, suspend or terminate this program at any time.
 
EXPENSES
- --------------------------------------------------------------------------------
 
There  are charges  and other  expenses associated  with the  contract that will
reduce your investment return. These charges and deductions are described below.
 
INSURANCE CHARGES
 
Each day, we make a deduction  for our insurance charges from amounts  allocated
to  the STRATEGIES. This is done as part of our calculation of the values of the
Accumulation Units  and Annuity  Units  during the  Accumulation Phase  and  the
Income Phase, respectively. The asset based charges consist of the Mortality and
Expense  Risk Charge  and the  Distribution Expense  Charge. There  are no asset
based charges deducted from the portion of your contract (if any) allocated to a
fixed investment option.
 
MORTALITY AND EXPENSE RISK CHARGE
 
This charge is equal,  on an annual basis,  to 1.25% of the  daily value of  the
contract  invested in  a STRATEGY.  This charge  is for  our obligation  to make
annuity payments, to provide a death benefit and for assuming the risk that  the
current  charges  will  be insufficient  in  the  future to  cover  the  cost of
administering the contract. Approximately .90%  is for mortality risks and  .35%
is  for expense risks. If the charges  under the contract are not sufficient, we
will bear the loss.  We will not  increase this charge. We  may use any  profits
from this charge to pay for the costs of distributing the contract.
 
DISTRIBUTION EXPENSE CHARGE
 
This  charge is equal,  on an annual  basis, to .15%  of the daily  value of the
contract invested in a STRATEGY. This charge is for all expenses associated with
the distribution of the contract. These expenses include preparing the contract,
confirmations and statements, providing sales support, and maintaining  contract
records.  If this charge  is not enough  to cover the  costs of distributing the
contract, we will bear the loss.
 
INVESTMENT CHARGES
 
If you have  money allocated to  the STRATEGIES, there  are deductions from  and
expenses paid out of the assets of the various underlying investment portfolios.
These  investment charges are summarized in the Fee Tables on pages 3 and 4. For
more detailed information, you should refer to the prospectuses for the  Seasons
Series Trust.
 
CONTRACT MAINTENANCE CHARGE
 
During  the Accumulation Phase, every  year on the anniversary  of the date when
your contract was  issued, we deduct  $35 ($30 in  North Dakota and  Washington)
from the value of your contract as a contract maintenance charge. This charge is
for  expenses  incurred to  establish and  maintain  your contract.  This charge
cannot be increased. If you make  a complete withdrawal from your contract,  the
contract  maintenance charge will  be deducted prior to  the withdrawal. We will
not deduct the contract maintenance charge if, when the deduction is to be made,
the value of your contract is $50,000 or more. We may discontinue this  practice
at some point in the future.
 
WITHDRAWAL CHARGE
 
During  the  Accumulation Phase  you may  make  withdrawals from  your contract.
However, a  withdrawal  charge  may  apply.  For  purposes  of  calculating  any
applicable  withdrawal charge,  amounts withdrawn  from your  contract will come
first from the Free Withdrawal Amount  (as described below), then from  Purchase
Payments no longer subject to a withdrawal charge which have not previously been
withdrawn, then from Purchase Payments subject to a withdrawal charge which have
not previously been withdrawn and last from earnings. However, for tax purposes,
earnings are considered withdrawn first. You will not receive the benefit of the
Free Withdrawal Amount if you make a complete surrender of your contract.
 
Each  contract year you may  withdraw up to 10%  of your total Purchase Payments
which are subject to a withdrawal charge
 
                                       14
<PAGE>
                                                                       [LOGO]
 
free of any withdrawal charge (the  "Free Withdrawal Amount"). Any portion of  a
withdrawal  in excess of the Free Withdrawal  Amount which is still subject to a
withdrawal charge will be assessed one as described below.
 
In order to determine  the applicable withdrawal charge,  we keep track of  each
Purchase  Payment and  assess a charge  based on  the length of  time a Purchase
Payment is in your contract before being withdrawn. After a Purchase Payment has
been in your contract for seven years, no withdrawal charge is assessed  against
withdrawals of the Purchase Payment.
 
The  withdrawal charge is assessed  as a percentage of  the Purchase Payment you
are withdrawing as follows:
 
<TABLE>
<S>              <C>          <C>              <C>
Year 1.........  7%           Year 5.........  4%
Year 2.........  6%           Year 6.........  3%
Year 3.........  6%           Year 7.........  2%
Year 4.........  5%           Year 8.........  0%
</TABLE>
 
If the  withdrawal  is  for only  part  of  the contract,  we  will  deduct  the
withdrawal charge from the remaining value in your contract.
 
We  will  not assess  any  withdrawal charges  for  withdrawals to  pay contract
charges, a death benefit or for annuity payments during the Income Phase.
 
The withdrawal charge  is intended to  cover the actual  costs of  distribution.
However, to the extent that such charge is insufficient, the Company may use any
of its corporate assets to make up any difference.
 
TRANSFER FEE
 
You  can make four free transfers every year.  We measure a year from the day we
issued your contract.  If you  make more  than four  transfers a  year, we  will
deduct  a $25  transfer fee  per transfer ($10  in Pennsylvania  and Texas). The
transfer fee will be deducted from the STRATEGY or fixed investment option  from
which  the transfer  is requested. If  the transfer  is part of  the Dollar Cost
Averaging Program, it will not count against your four free transfers per year.
 
PREMIUM TAXES
 
We are responsible for the payment of premium taxes charged by a limited  number
of  states and will make a deduction  from your contract for them. Premium taxes
range from .00075%  to 3.5%. These  taxes are  due either when  the contract  is
issued  or when annuity payments begin or when  you make a full surrender of the
contract. It is our  current practice not  to charge you  for these taxes  until
annuity  payments begin or when a full surrender  is made. In the future, we may
discontinue this practice and assess the tax when it is due or upon the  payment
of the death benefit.
 
Appendix  B provides more  information about the premium  taxes assessed in each
state.
 
INCOME TAXES
 
Although we do not currently deduct any income taxes borne under your  contract,
we reserve the right to do so in the future.
 
REDUCTION OR ELIMINATION OF CERTAIN CHARGES
 
We  will reduce or  eliminate the amount  of certain insurance  charges when the
contract is sold to groups of  individuals under circumstances which reduce  its
sales  and administrations expenses.  We will determine  the eligibility of such
groups by considering the following factors: (1) the size of the group; (2)  the
total  amount of Purchase Payments we expect  to receive from the group; (3) the
nature of the  purchase and the  persistency we  expect in that  group; (4)  the
purpose  of the purchase and whether that  purpose makes it likely that expenses
will be reduced; and (5) any other circumstances which we believe to be relevant
in determining whether reduced sales expenses may be expected.
 
                                       15
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TAXES
- --------------------------------------------------------------------------------
 
NOTE:  WE  HAVE  PREPARED  THE  FOLLOWING  INFORMATION  ON  TAXES  AS  A GENERAL
DISCUSSION OF THE SUBJECT. IT IS NOT  INTENDED AS TAX ADVICE. YOU ARE  CAUTIONED
TO  SEEK COMPETENT TAX ADVICE ABOUT YOUR  OWN CIRCUMSTANCES. WE DO NOT GUARANTEE
THE TAX STATUS OF THE ANNUITY.
 
ANNUITY CONTRACTS IN GENERAL
 
The Internal Revenue Code ("IRC") provides  for special rules regarding the  tax
treatment of annuity contracts. Generally, you will not be taxed on the earnings
on  the  money held  in  your annuity  contract until  you  take the  money out.
Different rules apply depending on how you  take the money out and whether  your
contract is Qualified or Non-Qualified.
 
If  you do not purchase your contract  under a pension plan, specially sponsored
program or an individual retirement account,  your contract is referred to as  a
Non-Qualified  contract and  receives different  tax treatment  than a Qualified
contract. In general, your  cost basis in a  Non-Qualified contract is equal  to
the  Purchase Payments you put into the contract. You have already been taxed on
the cost basis in your contract.
 
If you purchase your contract under a pension plan, specially sponsored  program
or  as  an individual  retirement account,  your  contract is  referred to  as a
Qualified contract.  Examples  of  Qualified plans  are:  Individual  Retirement
Annuities,  Tax-sheltered Annuities (referred  to as 403(b)  contracts), H.R. 10
Plans (referred  to  as Keogh  Plans)  and  pension and  profit  sharing  plans,
including  401(k) plans.  Typically you  have not paid  any tax  on the Purchase
Payments used to buy your contract and therefore you have no cost basis in  your
contract.
 
TAX TREATMENT OF DISTRIBUTIONS -- NON-QUALIFIED CONTRACTS
 
If you make a withdrawal from your contract, the IRC treats such a withdrawal as
first  coming from the earnings and then  as coming from your Purchase Payments.
For annuity payments, a portion of each  payment is considered a return of  your
Purchase Payment and will not be taxed. Withdrawn earnings are treated as income
to  you and are taxable. The  IRC further provides for a  10% tax penalty on any
earnings that  are  withdrawn  other  than in  conjunction  with  the  following
circumstances:  (1) after you reach age 59 1/2; (2) after you die; (3) after you
become disabled (as  described in  the IRC); (4)  in a  series of  substantially
equal  installments made for the life of the  taxpayer or for the joint lives of
the taxpayer and his or her Beneficiary; (5) under an immediate annuity; or  (6)
which come from Purchase Payments made prior to August 14, 1982.
 
TAX TREATMENT OF DISTRIBUTIONS -- QUALIFIED CONTRACTS
 
Generally,  you have not paid  any taxes on the Purchase  Payments used to buy a
Qualified contract or on any earnings and therefore any amount you take out as a
withdrawal or  as annuity  payments  will be  taxable  income. The  IRC  further
provides  for a 10% tax penalty on any withdrawal or annuitization other than in
conjunction with the following circumstances: (1) after reaching age 59 1/2; (2)
after you die; (3) after you become disabled  (as defined in the IRC); (4) in  a
series  of substantially equal installments made for the life of the taxpayer or
for the joint lives of the taxpayer  and his or her Beneficiary; and, except  in
the case of an IRA as to the following (5) after you separate from service after
attaining  age 55; (6) to the extent  such withdrawals do not exceed limitations
set by the IRC for  amounts paid during the taxable  year for medical care;  and
(7) paid to an alternate payee pursuant to a qualified domestic relations order.
 
The  IRC limits the withdrawal of Purchase  Payments made by owners from certain
Tax-sheltered Annuities. Withdrawals can only be made when an owner: (1) reaches
age 59  1/2; (2)  leaves his  or her  job; (3)  dies; (4)  becomes disabled  (as
defined  in the IRC); or (5)  in the case of hardship.  In the case of hardship,
the owner can only withdraw Purchase Payments and not any earnings.
 
DIVERSIFICATION
 
The  IRC  imposes  certain   diversification  requirements  on  the   underlying
investments  for a variable annuity in order to be treated as a variable annuity
for tax purposes. We believe that the underlying investment portfolios are being
managed so as to comply with these requirements.
 
                                       16
<PAGE>
                                                                       [LOGO]
 
Neither the IRC nor  any guidelines issued in  conjunction with the IRC  provide
guidance  regarding when you, because of the degree of control you exercise over
the way your money is invested, and not Anchor National, would be considered the
owner of the shares  of the underlying investment  portfolios. It is unknown  to
what  extent the ability to select  investments, make transfers among STRATEGIES
or choose from  a wide selection  of investment options  will ultimately  impact
this   issue.  If   guidance  is  provided,   generally  it   would  be  applied
prospectively. However, if such  guidance is not considered  a new position,  it
may  be applied retroactively. Due  to the uncertainty is  this area, we reserve
the right  to  modify the  contract  in an  attempt  to maintain  favorable  tax
treatment.
 
ACCESS TO YOUR MONEY
- --------------------------------------------------------------------------------
 
Under  your contract, money can be accessed in the following ways: (1) by making
a withdrawal either for a part of the  value of your contract or for the  entire
value  of your contract during the  Accumulation Phase; (2) by receiving annuity
payments during the Income Phase; and (3)  when a death benefit is paid to  your
Beneficiary.
 
Generally,  withdrawals  are  subject to  a  withdrawal charge,  a  market value
adjustment if  the money  withdrawn  comes from  a multi-year  fixed  investment
option  and,  if you  withdraw your  full  contract value,  premium taxes  and a
contract maintenance  charge.  (See  Section  5 -  Expenses  for  more  complete
information.)
 
If  you make a complete withdrawal you  will receive the value of your contract,
less any applicable  fees, charges and  market value adjustments,  at the  price
calculated  following receipt of a complete request to make such a withdrawal at
our Annuity Service Center. Your contract must be submitted as well.
 
Under most circumstances, partial withdrawals must  be for a minimum of  $1,000.
We  require that the value left in any STRATEGY or fixed investment option be at
least  $500  after  a   withdrawal.  Unless  you   provide  us  with   different
instructions,  partial withdrawals will be made  pro rata from each STRATEGY and
fixed investment option  in which  your contract is  invested. You  must send  a
written withdrawal request to us prior to any withdrawal being made.
 
SYSTEMATIC WITHDRAWAL PROGRAM
 
This  program allows  you to receive  either monthly,  quarterly, semi-annual or
annual checks  during  the Accumulation  Phase.  You  can also  choose  to  have
systematic   withdrawals  electronically   wired  to  your   bank  account.  Any
withdrawals you  make using  this  program count  against your  Free  Withdrawal
Amount  as described in Section 5 -  Expenses. Withdrawals in excess of the Free
Withdrawal Amount may be subject to  a withdrawal charge. The minimum amount  of
each  withdrawal is $250. Withdrawals  may be taxable and  a 10% IRS tax penalty
may apply if you are under age 59  1/2. There is no charge for participating  in
this program.
 
This  program is  not available  to everyone, so  please check  with our Annuity
Service Center, which can provide the necessary enrollment forms. We reserve the
right to modify, suspend or terminate this program at any time.
 
SUSPENSION OF PAYMENTS
 
We may be required to  suspend or postpone the payment  of a withdrawal for  any
period  of time when:  (1) the New York  Stock Exchange is  closed (other than a
customary weekend  and holiday  closings); (2)  trading on  the New  York  Stock
Exchange  is  restricted;  (3) an  emergency  exists  such that  disposal  of or
determination of  the  value of  shares  of  the investment  portfolios  is  not
reasonably practicable; (4) the Securities and Exchange Commission, by order, so
permits for the protection of contract owners.
 
Additionally,  we reserve the right to defer  payments for a withdrawal from the
fixed account for the period permitted by law but not for more than six months.
 
MINIMUM CONTRACT VALUE
 
Where permitted by state law, we may terminate your contract if it is less  than
$500  as a result of withdrawals and  no Purchase Payments have been made during
the past three years.  We will provide  you with sixty  days written notice  and
distribute the contract's remaining value to you.
 
WITHDRAWAL  CHARGES, MARKET VALUE  ADJUSTMENTS, INCOME TAXES,  TAX PENALTIES AND
CERTAIN RESTRICTIONS MAY APPLY TO ANY WITHDRAWAL YOU MAKE.
 
                                       17
<PAGE>
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PERFORMANCE
- --------------------------------------------------------------------------------
 
From time to time we will advertise the performance of the STRATEGIES. Any  such
performance  results are  based on historical  earnings and are  not intended to
indicate future performance.
 
For each STRATEGY we will show  performance against a comparison index which  is
made up of the S&P 500 Index, the Lehman Brothers Corporate/Government Index and
the  Lipper Money Market  Index. The comparison index  will blend the referenced
indices in proportion to the neutral allocation of stocks, bonds and cash within
each STRATEGY as indicated on pages 9 and 10 of this prospectus.
 
Additionally, we may show performance of each STRATEGY in comparison to  various
appropriate  indexes  and  the  performance of  other  similar  variable annuity
products with  similar  objectives as  reported  by such  independent  reporting
services  as Morningstar,  Inc., Lipper  Analytical Services,  Inc. and Variable
Annuity Reporting Data Service.
 
Please see the  Statement of Additional  Information for additional  information
regarding the methods used to calculate performance data.
 
DEATH BENEFIT
- --------------------------------------------------------------------------------
 
If  you should die before  beginning the Income Phase  of your contract, we will
pay a death benefit to your Beneficiary.
 
If you should die prior to reaching age 75 or, if there are joint owners, if  an
owner  should die prior to the youngest owner reaching age 75, the death benefit
will be equal to the greater of:
 
1.  The value of  your contract at the time  we receive adequate proof of  death
    and the Beneficiary's election as to how the benefit should be paid; or
 
2.   Total  Purchase Payments less  any withdrawals,  applicable charges, market
    value adjustments and taxes, accumulated at  3% from the date your  contract
    was  issued until  the date of  death, plus any  Purchase Payments received,
    less any withdrawals, applicable charges, market value adjustments and taxes
    made or charged, after the date of death.
 
If the contract was issued after your  75th birthday or if you should die  after
you  reach age  75, or, if  there are joint  owners, if the  contract was issued
after both owners' 75th birthday  or if an owner  dies after the youngest  owner
reaches age 75, the death benefit will be the greater of:
 
1.   The value of your  contract at the time we  receive adequate proof of death
    and the Beneficiary's election as to how the death benefit will be paid; or
 
2.  Total Purchase Payments received by us  before age 75 (in the case of  joint
    owners,  before  the younger  owner reaches  age  75) less  any withdrawals,
    applicable charges, market  value adjustments and  taxes, accumulated at  3%
    from  the date  your contract  was issued until  your 75th  birthday (or, if
    there is a joint owner, the 75th  birthday of the youngest owner), plus  any
    subsequent  Purchase  Payments  received, less  any  withdrawals, applicable
    charges, market value adjustments and taxes made or charged, after your 75th
    birthday.
 
The entire death benefit must be paid within 5 years of the date of death unless
the Beneficiary elects  to have it  payable in the  form of an  annuity. If  the
Beneficiary  elects an  annuity option, it  must be paid  over the Beneficiary's
lifetime or for a period not extending beyond the Beneficiary's life  expectancy
and payments must begin within one year of your death. If the Beneficiary is the
spouse  of the owner, he or  she can elect to continue  the contract at the then
current value.
 
The death benefit will be paid out  when we receive adequate proof of death  and
the  Beneficiary's election  as to how  the death  benefit will be  paid. If the
Beneficiary does not make a specific election  within 60 days of our receipt  of
proof of death, the death benefit will be paid in a lump sum.
 
You  may select a Beneficiary  to receive the death  benefit. You may change the
Beneficiary at anytime before the Income
 
                                       18
<PAGE>
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Phase begins, unless you previously made an irrevocable Beneficiary designation.
A new Beneficiary designation is not effective until we record the change.
 
A death benefit is not paid if  you should die after beginning the Income  Phase
of  your contract. In that  event, to the extent  there are remaining guaranteed
annuity payments, they will be paid to your beneficiary.
 
DEATH OF THE ANNUITANT
 
If the  Annuitant  dies  before annuity  payments  begin,  you can  name  a  new
Annuitant.  If  no  Annuitant is  named  within  30 days,  you  will  become the
Annuitant. However,  if  the owner  is  a  non-natural person  (for  example,  a
corporation),  then the death of  the Annuitant will be  treated as the death of
the owner, no new Annuitant may be named and the death benefit will be paid.
 
Your Beneficiary will  receive the value  of any annuity  payments which we  are
obligated  to make under options 3, 4 and  5 as described in Section 3 - Annuity
Payment Options, if you die before the total annuity payments are made.
 
OTHER INFORMATION
- --------------------------------------------------------------------------------
 
ANCHOR NATIONAL
 
Anchor National is a  stock life insurance company  domiciled under the laws  of
the state of Arizona. Its principal business address is 1 SunAmerica Center, Los
Angeles,  California  90067-6022.  Anchor  National  conducts  business  in  the
District of Columbia and in  all states except New  York. Anchor National is  an
indirect wholly owned subsidiary of SunAmerica Inc., a Maryland corporation.
 
Anchor  National and  its affiliates,  SunAmerica Life  Insurance Company, First
SunAmerica Life Insurance  Company, CalFarm Life  Insurance Company,  SunAmerica
Asset  Management Corp., Imperial Premium Finance, Inc., Resources Trust Company
and four  broker-dealers, offer  a full  line of  financial services,  including
fixed   and  variable  annuities,  mutual   funds,  premium  finance  and  trust
administration services.
 
THE SEPARATE ACCOUNT
 
Anchor National established  a separate account,  Variable Annuity Account  Five
("Separate Account"), under Arizona law on July 3, 1996. The Separate Account is
registered  with the  Securities and  Exchange Commission  as a  unit investment
trust under the Investment Company Act of 1940.
 
There are no pending  legal proceedings affecting  the Separate Account.  Anchor
National and its subsidiaries are engaged in various kinds of routine litigation
which,  in  management's  judgment,  are not  of  material  importance  to their
respective total assets or material with respect to the Separate Account.
 
Anchor National owns the assets in the Separate Account. However, the assets  in
the  Separate Account  are not  chargeable with  liabilities arising  out of any
other business Anchor National may  conduct. Income, gains and losses  (realized
and  unrealized) resulting from the assets  in the Separate Account are credited
to or charged against the Separate Account.
 
CUSTODIAN
 
State Street Bank and Trust Company, 225 Franklin Street, Boston,  Massachusetts
02110,  serves as the  custodian of the  assets of the  Separate Account. We pay
State Street Bank for services based on a schedule of fees.
 
STATEMENT OF ADDITIONAL INFORMATION
 
Additional information  concerning the  operations of  the Separate  Account  is
contained  in a Statement of Additional  Information, which is available without
charge upon written request to us at  our Annuity Service Center at the  address
provided  in the Profile preceding this prospectus. The Separate Account has not
yet begun operations and, therefore, no financial statements are available.
 
                                       19
<PAGE>
   [LOGO]
 
TABLE OF CONTENTS FOR THE
STATEMENT OF ADDITIONAL INFORMATION
 
<TABLE>
<CAPTION>
                                          Page
                                          -----
<S>                                       <C>
Separate Account........................     3
General Account.........................     3
Performance Date........................     4
Annuity Payments........................     4
Annuity Unit Values.....................     5
Taxes...................................     6
Distribution of Contracts...............     9
Financial Statements....................    10
</TABLE>
 
THE GENERAL ACCOUNT
 
If you  put your  money  into a  fixed investment  option  it goes  into  Anchor
National's  general account ("General Account"). The  General Account is made up
of all of Anchor National's assets other than assets attributable to a  separate
account. All of the assets in the General Account are chargeable with the claims
of  any Anchor National contract  holder, as well as  all creditors. The General
Account is invested in assets permitted by state insurance law.
 
DISTRIBUTION
 
The contract is  sold through registered  representatives of broker-dealers.  We
pay  commissions  to  registered  representatives  for  the  sale  of contracts.
Commissions are not  expected to exceed  7.25% of your  Purchase Payment.  Under
some   circumstances  we  pay  a  persistency  bonus  in  addition  to  standard
commissions. Usually the standard commission is lower when we pay a  persistency
bonus, which is not anticipated to exceed 1.00% annually.
 
SunAmerica  Capital Services, Inc.,  733 Third Avenue, 4th  Floor, New York, New
York, 10017,  acts  as the  distributor  of the  contracts.  SunAmerica  Capital
Services, Inc. is an affiliate of Anchor National.
 
ADMINISTRATION
 
We are responsible for all the administrative servicing of your contract. Please
contact  Anchor National's  Annuity Service Center  at the  telephone number and
address provided in  the Profile  of this prospectus  if you  have any  comment,
question or service request.
 
We  will  send out  transaction confirmations  and quarterly  statements. Please
review these documents carefully and notify us of any questions immediately.  We
will investigate all questions and, to the extent we have made an error, we will
retroactively  adjust your contract provided you have notified us within 30 days
of receiving the transaction confirmation or quarterly statement, as applicable.
All other adjustments  will be  made as  of the time  we receive  notice of  the
error.
 
OTHER INFORMATION ABOUT ANCHOR NATIONAL
 
Anchor  National is subject to the  informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith files reports  and
other  information  with the  Securities and  Exchange Commission  ("SEC"). Such
reports and other information filed by the Company can be inspected and  copied;
and copies can be obtained at the public reference facilities of the SEC at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, or at the regional offices
in Chicago and New York. The addresses of these regional offices are as follows:
500 West Madison Street, Chicago, Illinois 60661, and 7 World Trade Center, 13th
Floor, New York, New York 10048. Copies of such material also can be obtained by
mail  from the Public  Reference Section of  the SEC at  450 Fifth Street, N.W.,
Washington D.C. 20549,  upon payment  of the fees  prescribed by  the rules  and
regulations of the SEC at prescribed rates.
 
Registration  statements have been  filed with the  SEC, Washington, D.C., under
the Securities Act of 1933 as amended, with respect to the contracts offered  by
this  prospectus. This prospectus does not contain all the information set forth
in  the  registration  statements  and  the  exhibits  filed  as  part  of   the
registration  statements, to all  of which reference is  hereby made for further
information concerning the  Separate Account,  Anchor National  and its  general
account,  the investment portfolios  and the contract.  Statements found in this
prospectus as to  the terms  of the contracts  and other  legal instruments  are
summaries, and reference is made to such instruments as filed.
 
PROPERTIES
 
Anchor  National's  principal  office  is leased  at  1  SunAmerica  Center, Los
Angeles, California,  90067-6022.  We  also  lease  office  space  in  Torrance,
California  which  is utilized  for  certain recordkeeping  and  data processing
functions. Anchor  National's broker-dealer  and asset  management  subsidiaries
lease office space in New York, New York.
 
                                       20
<PAGE>
                                                                       [LOGO]
 
STATE REGULATION
 
Anchor  National is subject to regulation and supervision by the states in which
it  is  authorized  to  transact   business.  State  insurance  laws   establish
supervisory  agencies with broad administrative  and supervisory powers relating
to granting and revoking licenses to transact business, regulating marketing and
other  trade  practices,  operating  guaranty  associations,  licensing  agents,
approving  policy forms, regulating certain  premium rates, regulating insurance
holding company systems, establishing reserve requirements, prescribing the form
and content of required financial  statements and reports, performing  financial
and other examinations, determining the reasonableness and adequacy of statutory
capital  and surplus, regulating  the type, valuation  and amount of investments
permitted, limiting the amount  of dividends that  can be paid  and the size  of
transactions that can be consummated without first obtaining regulatory approval
and other related matters.
 
During the last decade, the insurance regulatory framework has been placed under
increased  scrutiny by various  states, the federal  government and the National
Association of Insurance Commissioners ("NAIC"). Various states have  considered
or  enacted legislation that  changes, and in many  cases increases, the states'
authority to regulate insurance companies. Legislation has been introduced  from
time  to time in Congress  that could result in  the federal government assuming
some role in the  regulation of insurance companies.  In recent years, the  NAIC
has  approved  and recommended  to the  states  for adoption  and implementation
several regulatory initiatives designed to reduce the risk of insurance  company
insolvencies and market conduct violations. These initiatives include investment
reserve  requirements,  risk-based  capital  standards  and  restrictions  on an
insurance company's ability to  pay dividends to its  stockholders. The NAIC  is
also   currently  developing   model  laws   relating  to   product  design  and
illustrations for annuity  products. Current proposals  are still being  debated
and  we are  monitoring developments  in this area  and the  effects any changes
would have on the Company.
 
SunAmerica Asset Management Corp. is registered with the Securities and Exchange
Commission ("SEC")  as  a registered  investment  adviser under  the  Investment
Advisers Act of 1940. The mutual funds that is markets are subject to regulation
under  the Investment Company Act of 1940. SunAmerica Asset Management Corp. and
the mutual  funds are  subject to  regulation  and examination  by the  SEC.  In
addition, variable annuities and Anchor National's related separate accounts are
subject  to  regulation by  the SEC  under the  Securities Act  of 1933  and the
Investment Company Act of 1940.
 
Anchor  National's  broker-dealer  subsidiary  is  subject  to  regulation   and
supervision  by the  states in which  it transacts  business, as well  as by the
National Association of Securities  Dealers, Inc. ("NASD").  The NASD has  broad
administrative  and supervisory powers  relative to all  aspects of business and
may examine the subsidiary's business and accounts at any time.
 
                                       21
<PAGE>
   [LOGO]
 
DIRECTORS AND EXECUTIVE OFFICERS
 
Anchor National's directors  and executive officers  as of January  1, 1997  are
listed below:
 
<TABLE>
<CAPTION>
                                                                    YEAR ASSUMED
                                                                      PRESENT      OTHER POSITIONS AND OTHER BUSINESS
        NAME           AGE             PRESENT POSITION               POSITION     EXPERIENCE WITHIN LAST FIVE YEARS**    FROM-TO
- ---------------------  ---  --------------------------------------  ------------  -------------------------------------  ---------
 
<C>                    <C>  <S>                                     <C>           <C>                                    <C>
     Eli Broad*        63   Chairman, CEO and President of Anchor       1994      Cofounded SunAmerica Inc. ("SAI") in
                            National;                                             1957
                            Chairman, CEO and President of SAI          1986
 
 Joseph M. Tumbler*    48   EVP of Anchor National;                     1996      President and Chief Executive          1989-1995
                            Vice Chairman of SAI                        1995      Officer, Providian Capital Management
 
   Jay S. Wintrob*     39   EVP of Anchor National;                     1991      SVP                                    1989-1991
                            Vice Chairman of SAI                        1995
 
   Victor E. Akin      32   SVP of Anchor National                      1996      VP, SunAmerica Life Companies          1995-1996
                                                                                  Director, SunAmerica Life Companies    1994-1995
                                                                                  Manager, SunAmerica Life Companies     1993-1994
                                                                                  Actuary, Milliman & Robertson          1992-1993
                                                                                  Consultant, Chalke Inc.                1991-1992
 
  James R. Belardi*    39   SVP of Anchor National;                     1992      VP and Treasurer                       1989-1992
                            EVP of SAI                                  1995
 
   Lorin M. Fife*      43   SVP, General Counsel and Asst.              1994      VP and General Counsel-Regulatory      1994-1995
                            Secretary of Anchor National;                         Affairs of SAI;
                            SVP, General Counsel-Regulatory             1995      VP and Associate General Counsel of    1989-1994
                            Affairs of SAI                                        SAI
 
   N. Scott Gillis     43   SVP and Controller of Anchor National       1994      VP and Controller, SunAmerica Life     1989-1994
                                                                                  Companies
 
 Jana Waring Greer*    45   SVP of Anchor National and SAI;             1991      VP                                     1981-1991
                            President of SunAmerica Marketing           1995
 
  Susan L. Harris*     39   SVP and Secretary of Anchor National;       1994      VP, General Counsel-Corporate Affairs  1994-1995
                            SVP, General Counsel-Corporate Affairs                and Secretary of SAI;
                            and Secretary of SAI                        1995      VP, Associate General Counsel and      1989-1994
                                                                                  Secretary of SAI
 
Peter McMillan, III*   39   EVP and Chief Investment Officer of         1994      SVP of SunAmerica Investments, Inc.    1989-1994
                            SunAmerica Investments, Inc.
 
 Edwin R. Reoliquio    39   SVP and Chief Actuary of Anchor             1995      VP and Actuary, SunAmerica Life        1989-1994
                            National                                              Companies
 
 Scott L. Robinson*    50   SVP of Anchor National;                     1991      VP and Controller                      1986-1991
                            SVP and Controller of SAI
 
   James W. Rowan*     33   SVP of Anchor National and SAI              1996      VP;                                    1993-1995
                                                                                  Asst. to the Chairman;                   1992
                                                                                  SVP, Security Pacific Corp.            1990-1992
</TABLE>
 
 * Also serves as a director            CEO = Chief Executive Officer
** Unless otherwise noted, positions    EVP = Executive Vice President
with SunAmerica Inc.                    SVP = Senior Vice President
                                        VP = Vice President
 
                                       22
<PAGE>
                                                                       [LOGO]
 
EXECUTIVE COMPENSATION
 
     All   of  Anchor  National's  executive  officers  are  also  employees  of
SunAmerica Inc. or its  affiliates and do not  receive direct compensation  from
Anchor  National. We allocated the time  each executive officer spent devoted to
his or her duties as  an executive officer of  Anchor National to determine  the
executive  compensation set forth below for  the Chief Executive Officer and the
other four  highest compensated  executive officers,  as well  as the  executive
officers as a group, for services rendered during 1996.
 
<TABLE>
<CAPTION>
 
Name of Individual or Number                                               Allocated Cash
          in Group                    Capacities in Which Served             Compensation
<S>                           <C>                                          <C>
 
Eli Broad                     Chairman, Chief Executive Officer and
                              President                                      $  1,444,146
Joseph M. Tumbler             Executive Vice President                            834,708
Jay S. Wintrob                Executive Vice President                            836,327
James R. Belardi              Senior Vice President                               341,329
Jana Waring Greer             Senior Vice President                               420,171
All Executive Officers as a
Group (12)                                                                      5,056,560
</TABLE>
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
No  shares of Anchor  National are owned  by any executive  officer or director.
Anchor National is an  indirect wholly owned subsidiary  of SunAmerica Inc.  The
only officer or director that owns more than 1% of the shares of SunAmerica Inc.
is  Mr. Eli Broad, Chairman, Chief  Executive Officer and President. At February
28, 1997,  Mr.  Broad  beneficially  owned  6,655,176  shares  of  Common  Stock
(approximately  5.8% of the  class outstanding) and 9,160,294  shares of Class B
Common Stock  (approximately 84.4%  of  the class  outstanding). Of  the  Common
Stock,  715,872 shares represent  restricted shares granted  under the Company's
employee stock  plans as  to which  Mr. Broad  has no  investment power;  75,846
shares  are registered  in the  name of a  corporation of  which Mr.  Broad is a
director and has sole  voting and investment  power; 4,150,932 shares  represent
employee  stock options which are or will  become exercisable within the next 60
days and as to  which he has  no voting or investment  power; 65,136 shares  are
held  by a foundation of  which Mr. Broad is  a director and as  to which he has
shared voting and  investment power.  At February  28, 1997,  all directors  and
officers  as  a  group  beneficially owned  10,344,440  shares  of  Common Stock
(approximately 9% of  the class  outstanding) and  9,160,294 shares  of Class  B
Common Stock (approximately 84.4% of the class outstanding).
 
                                       23
<PAGE>
   [LOGO]
 
FINANCIALS
- --------------------------------------------------------------------------------
 
SELECTED CONSOLIDATED FINANCIAL DATA
 
The  following selected  consolidated financial  information of  Anchor National
Life Insurance Company, insofar  as it relates to  each of the years  1992-1996,
has  been  derived  from  audited  annual  financial  statements,  including the
consolidated balance  sheets at  September 30,  1995 and  1996 and  the  related
consolidated  statements of income and cash flow  for each of the three years in
the period ended September  30, 1996 and the  notes thereto appearing  elsewhere
herein.  The information for the  three months ended December  31, 1995 and 1996
has been derived from unaudited financial information also appearing herein  and
which,  in the opinion of management,  includes all adjustments, consisting only
of normal recurring adjustments, necessary for  a fair statement of the  results
for the unaudited interim periods.
 
This  information should be read in  conjunction with the consolidated financial
statements and  notes  thereto  and  Management's  Discussion  and  Analysis  of
Financial  Condition  and  Results  of Operations,  both  of  which  follow this
selected information.
<TABLE>
<CAPTION>
                                                                                                            THREE MONTHS ENDED
                                                          YEARS ENDED SEPTEMBER 30,                            DECEMBER 31,
                                       ---------------------------------------------------------------  --------------------------
                                          1992         1993         1994         1995         1996         1995          1996
                                       -----------  -----------  -----------  -----------  -----------  -----------  -------------
                                                                             (IN THOUSANDS)
<S>                                    <C>          <C>          <C>          <C>          <C>          <C>          <C>
RESULTS OF OPERATIONS
Net investment income................. $    36,499  $    48,912  $    58,996  $    50,083  $    56,843  $    14,617  $      14,544
Net realized investment losses........     (22,749)     (22,247)     (33,713)      (4,363)     (13,355)     (12,800)       (19,116)
Fee income............................      97,220      118,247      131,225      135,214      160,931       37,284         44,820
General and administrative expenses...     (55,615)     (55,142)     (52,636)     (61,629)     (80,048)     (16,997)       (22,322)
Provision for future guaranty fund
 assessments..........................          --       (4,800)          --           --           --           --             --
Amortization of deferred acquisition
 costs................................     (18,224)     (30,825)     (44,195)     (58,713)     (57,520)     (13,658)       (13,817)
Annual commissions....................        (215)        (312)      (1,158)      (2,658)      (4,613)        (939)        (1,433)
Other income and expenses.............       9,218        9,679        8,801        7,063        7,070        1,768          2,270
                                       -----------  -----------  -----------  -----------  -----------  -----------  -------------
PRETAX INCOME.........................      46,134       63,512       67,320       64,997       69,308        9,275          4,946
Income tax expense....................     (15,361)     (21,794)     (22,705)     (25,739)     (24,252)      (3,449)        (1,600)
                                       -----------  -----------  -----------  -----------  -----------  -----------  -------------
Income from continuing operations.....      30,773       41,718       44,615       39,258       45,056        5,826          3,346
Net income of subsidiaries sold to
 affiliates...........................       1,312           --           --           --           --           --             --
                                       -----------  -----------  -----------  -----------  -----------  -----------  -------------
INCOME BEFORE CUMULATIVE EFFECT OF
 CHANGE IN ACCOUNTING FOR INCOME
 TAXES................................      32,085       41,718       44,615       39,258       45,056        5,826          3,346
Cumulative effect of change in
 accounting for income taxes..........          --           --      (20,463)          --           --           --             --
                                       -----------  -----------  -----------  -----------  -----------  -----------  -------------
NET INCOME............................ $    32,085  $    41,718  $    24,152  $    39,258  $    45,056  $     5,826  $       3,346
                                       -----------  -----------  -----------  -----------  -----------  -----------  -------------
                                       -----------  -----------  -----------  -----------  -----------  -----------  -------------
 
<CAPTION>
 
                                                              AT SEPTEMBER 30,                               AT DECEMBER 31,
                                       ---------------------------------------------------------------  --------------------------
                                          1992         1993         1994         1995         1996         1995          1996
                                       -----------  -----------  -----------  -----------  -----------  -----------  -------------
                                                                             (IN THOUSANDS)
<S>                                    <C>          <C>          <C>          <C>          <C>          <C>          <C>
FINANCIAL POSITION
Investments........................... $ 2,126,899  $ 2,093,100  $ 1,632,072  $ 2,114,908  $ 2,329,232  $ 1,964,418  $   2,703,683
Variable annuity assets...............   3,284,507    4,170,275    4,486,703    5,230,246    6,311,557    5,418,534      6,784,374
Deferred acquisition costs............     288,264      336,677      416,289      383,069      443,610      379,922        461,637
Other assets..........................      91,588       71,337       67,062       55,474      120,136       81,466         76,014
                                       -----------  -----------  -----------  -----------  -----------  -----------  -------------
TOTAL ASSETS.......................... $ 5,791,258  $ 6,671,389  $ 6,602,126  $ 7,783,697  $ 9,204,535  $ 7,844,340  $  10,025,708
                                       -----------  -----------  -----------  -----------  -----------  -----------  -------------
                                       -----------  -----------  -----------  -----------  -----------  -----------  -------------
Reserves for fixed annuity
 contracts............................ $ 1,735,565  $ 1,562,136  $ 1,437,488  $ 1,497,052  $ 1,789,962  $ 1,473,964  $   2,024,873
Reserves for guaranteed investment
 contracts............................          --           --           --      277,095      415,544      277,167        420,871
Variable annuity liabilities..........   3,284,507    4,170,275    4,486,703    5,230,246    6,311,557    5,418,534      6,784,374
Other reserves, payables and accrued
 liabilities..........................     398,045      495,308      195,134      227,953       96,196       79,466        157,622
Subordinated notes payable to
 Parent...............................      15,500       34,432       34,712       35,832       35,832       35,832         35,903
Deferred income taxes.................      35,163       38,145       64,567       73,459       70,189       72,934         71,943
Shareholder's equity..................     322,478      371,093      383,522      442,060      485,255      486,443        530,122
                                       -----------  -----------  -----------  -----------  -----------  -----------  -------------
TOTAL LIABILITIES AND SHAREHOLDER'S
 EQUITY............................... $ 5,791,258  $ 6,671,389  $ 6,602,126  $ 7,783,697  $ 9,204,535  $ 7,844,340  $  10,025,708
                                       -----------  -----------  -----------  -----------  -----------  -----------  -------------
                                       -----------  -----------  -----------  -----------  -----------  -----------  -------------
</TABLE>
 
                                       24
<PAGE>
                                                                       [LOGO]
 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
- --------------------------------------------------------------------------------
 
Management's  discussion  and analysis  of  financial condition  and  results of
operations of Anchor  National Life  Insurance Company (the  "Company") for  the
three  years in the period ended September 30, 1996 follows. In connection with,
and because it desires to take advantage of, the "safe harbor" provisions of the
Private Securities Litigation Reform Act  of 1995, the Company cautions  readers
regarding   certain  forward-looking  statements   contained  in  the  following
discussion and in any other  statements made by, or  on behalf of, the  Company,
whether  or not  in future filings  with the Securities  and Exchange Commission
(the "SEC"). Forward-looking statements are  statements not based on  historical
information  and  which  relate  to  future  operations,  strategies,  financial
results, or other developments.  In particular, statements  using verbs such  as
"expect,"  "anticipate," "believe" or words  of similar import generally involve
forward-looking statements.  Without  limiting  the  foregoing,  forward-looking
statements  which represent the Company's beliefs concerning future or projected
levels of sales of the Company's products, investment spreads or yields, or  the
earnings or profitability of the Company's activities.
 
Forward-looking  statements are necessarily based upon estimates and assumptions
that are inherently  subject to significant  business, economic and  competitive
uncertainties  and contingencies, many of which are beyond the Company's control
and many of  which, with respect  to future business  decisions, are subject  to
change.  These  uncertainties and  contingencies can  affect actual  results and
could cause actual  results to  differ materially  from those  expressed in  any
forward-looking statements made by, or on behalf of, the Company. Whether or not
actual  results differ materially from the forward-looking statements may depend
on numerous foreseeable and unforeseeable events or developments, some of  which
may  be national in  scope, such as  general economic conditions  and changes in
interest rates,  some  of  which  may  be  related  to  the  insurance  industry
generally,  such as  pricing competition,  regulatory developments  and industry
consolidation, and others of which may relate to the Company specifically,  such
as  credit, volatility, and other risks associated with the Company's investment
portfolio, and  other factors.  Investors are  also directed  to consider  other
risks  and uncertainties  discussed in documents  filed by the  Company with the
SEC. The Company disclaims any obligation to update forward-looking information.
 
RESULTS OF OPERATIONS FOR THE FISCAL YEARS 1994, 1995 AND 1996
 
INCOME BEFORE  CUMULATIVE EFFECTIVE  OF CHANGE  IN ACCOUNTING  FOR INCOME  TAXES
totaled  $45.1 million in  1996, compared with  $39.3 million in  1995 and $44.6
million in 1994. The  cumulative effect of the  change in accounting for  income
taxes   resulting  from  the  1994  implementation  of  Statement  of  Financial
Accounting Standards  No. 109,  "Accounting  for Income  Taxes," amounted  to  a
nonrecurring  non-cash charge of $20.5 million. Accordingly, net income amounted
to $24.1 million in 1994.
 
PRETAX INCOME totaled $69.3  million in 1996, $65.0  million in 1995, and  $67.3
million  in  1994. The  $4.3  million improvement  in  1996 over  1995 primarily
resulted from increased  net investment income  and significantly increased  fee
income  partially  offset  by  increased  net  realized  investment  losses  and
additional general and administrative expenses. The $2.3 million decline in 1995
over  1994  primarily   resulted  from  additional   amortization  of   deferred
acquisition  costs, increased general and  administrative expenses and decreased
net investment income,  partially offset  by decreased  net realized  investment
losses.
 
NET INVESTMENT INCOME, which is the spread between the income earned on invested
assets  and  the interest  paid on  fixed  annuities and  other interest-bearing
liabilities, totaled $56.8  million in  1996, $50.1  million in  1995 and  $59.0
million  in  1994.  These amounts  represent  2.59% on  average  invested assets
(computed on a daily basis) of $2.19 billion in 1996, 2.95% on average  invested
assets  of $1.70 billion in  1995 and 3.78% on  average invested assets of $1.56
billion in 1994.
 
Net investment income also includes the effect of income earned on the excess of
average invested assets over  average interest-bearing liabilities. This  excess
amounted  to $142.9 million in 1996, $108.4 million in 1995 and $49.5 million in
 
                                       25
<PAGE>
   [LOGO]
 
1994. The difference between the Company's yield on average invested assets  and
the  rate paid on average interest-bearing  liabilities was 2.25% in 1996, 2.63%
in 1995 and 3.64% in 1994.
 
Investment income  and the  related yields  on average  invested assets  totaled
$164.6  million or 7.50% in 1996, compared  with $129.5 million or 7.62% in 1995
and $127.8 million or 8.20% in 1994.
 
Investment income  rose during  1996 as  a result  of higher  levels of  average
invested  assets,  partially  offset by  reduced  investment  yields. Investment
yields were  lower  in 1996  because  of  a generally  declining  interest  rate
environment  since  early  1995  and  lower  contributions  from  the  Company's
investments in partnerships.  Partnership income totaled  $4.1 million in  1996,
$5.1 million in 1995 and $9.5 million in 1994. This income represents a yield of
10.12% on average investments in partnerships of $40.2 million in 1996, compared
with  10.60% on average investments in partnerships of $48.4 million in 1995 and
23.78% on  average  investments  in  partnerships  of  $39.9  million  in  1994.
Partnership  income  is  based  upon cash  distributions  received  from limited
partnerships, the  operations  of  which  the  Company  does  not  significantly
influence.  Consequently, such  income is  not predictable  and there  can be no
assurance that the Company will realize comparable levels of such income in  the
future.
 
The  decline in investment yield in 1995  compared with 1994 is primarily due to
lower contributions  from  the  Company's  investments  in  partnerships  and  a
significant  decline from the $3.7 million of yield enhancement recorded in 1994
through the Company's use of dollar roll transactions ("Dollar Rolls"). Although
the Company continues to use Dollar Rolls, their use did not have a  significant
impact on investment income in 1995 or 1996.
 
Total  interest expense aggregated $107.8 million in 1996, $79.4 million in 1995
and $68.8  million  in 1994.  The  average  rate paid  on  all  interest-bearing
liabilities  increased to 5.25%  (5.11% on fixed annuity  contracts and 5.87% on
guaranteed investment contracts ("GICs")) in 1996, compared with 4.99% (4.90% on
fixed annuity contracts and  6.14% on GICs)  in 1995 and  4.56% (4.50% on  fixed
annuity  contracts) in 1994. Interest-bearing liabilities averaged $2.05 billion
during 1996, compared with  $1.59 billion during 1995  and $1.51 billion  during
1994.
 
The  increase  in the  average rates  paid  on all  interest-bearing liabilities
during 1996 primarily  resulted from the  growth in average  reserves for  GICs,
which  credit at higher rates of  interest than fixed annuity contracts. Average
GIC reserves were $340.5 million in 1996 and $60.8 million in 1995. The increase
in average crediting rates in 1995 resulted from higher crediting rates on fixed
annuity contracts as  interest rates  rose from  the low  levels experienced  in
1994.
 
The growth in average invested assets since 1994 primarily reflects sales of the
Company's  fixed-rate products,  consisting of  both fixed  accounts of variable
annuity products  and GICs.  Fixed annuity  premiums totaled  $741.8 million  in
1996,  compared with $284.4  million in 1995  and $140.7 million  in 1994. These
increased premiums resulted from greater inflows into the one-year fixed account
of the Company's Polaris variable annuity product.
 
GIC premiums totaled $135.0 million in 1996 and $275.0 million in 1995. In 1995,
the Company began to  issue GICs, which guarantee  the payment of principal  and
interest  at fixed or variable rates for a  term of one year. The Company's GICs
that are  purchased by  asset management  firms either  prohibit withdrawals  or
permit  withdrawals with notice ranging from 90  to 270 days. Contracts that are
purchased by banks or state  and local governmental authorities either  prohibit
withdrawals  or permit scheduled book value  withdrawals subject to terms of the
underlying indenture or agreement.  In pricing GICs,  the Company analyzes  cash
flow  information and prices accordingly so  that it is compensated for possible
withdrawals prior to maturity.
 
NET REALIZED INVESTMENT LOSSES  totaled $13.4 million in  1996, $4.4 million  in
1995  and  $33.7  million  in  1994.  Net  realized  investment  losses  include
impairment writedowns of $16.0 million in  1996, $4.8 million in 1995 and  $14.2
million  in 1994.  Therefore, net gains  from sales of  investments totaled $2.6
million in 1996 and $0.4  million in 1995. In  1994, the Company incurred  $19.5
million of net losses from sales of investments.
 
Net  gains from sales of  investments in 1996 include  $4.1 million of net gains
realized on $1.27 billion of sales of bonds and $288.6 million of redemptions of
bonds. Net gains from sales of investments  in 1995 include a $4.4 million  gain
on  sales of real estate, common stock  and other invested assets offset by $4.0
million of net losses realized  on $1.11 billion of  sales of bonds. Net  losses
from  sales of investments in 1994 include  $17.3 million of net losses realized
on $673.6 million  of sales  of bonds.  These bond  sales include  approximately
$289.3  million of sales of MBSs made  primarily to acquire other MBSs that were
then used in Dollar Rolls. Sales  of investments are generally made to  maximize
total return.
 
                                       26
<PAGE>
                                                                       [LOGO]
 
Impairment  writedowns in  1996 include $13.4  million of  provisions applied to
certain real estate owned in Arizona on  December 31, 1995. Prior to that  date,
the  statutory carrying  value of  this real estate  had been  guaranteed by the
Company's ultimate parent, SunAmerica Inc. ("SunAmerica"). On December 31, 1995,
SunAmerica made a $27.4 million capital contribution to the Company through  the
Company's  direct parent  in exchange for  the termination of  its guaranty with
respect to this real estate. Accordingly, the Company reduced the carrying value
of this real estate to  estimated fair value to  reflect the termination of  the
guaranty.  (SunAmerica's  guaranty  of  the  statutory  carrying  value  of  the
Company's other real estate  owned in Arizona was  fully terminated on  December
31, 1996).
 
Impairment  writedowns  in 1995  include $2.0  million of  additional provisions
applied to defaulted bonds and $1.8 million of additional provisions applied  to
certain   interest-only  strips  ("IOs").  IOs,  a   type  of  MBS  used  as  an
asset-liability matching  tool  to  hedge against  rising  interest  rates,  are
investment  grade securities that give the holder  the right to receive only the
interest payments on a pool of underlying mortgage loans. At September 30, 1996,
the amortized cost of  the IOs held  by the Company was  $2.6 million and  their
fair  value was  $3.7 million.  Impairment writedowns  in 1994  of $14.2 million
reflect additional provisions applied  to bonds, primarily  made in response  to
the adverse impact of declining interest rates on certain MBSs.
 
Impairment  writedowns  represent 0.73%,  0.28%  and 0.91%  of  average invested
assets in 1996,  1995 and  1994, respectively.  Such writedowns  are based  upon
estimates  of  the  net  realizable  value  of  the  applicable  assets.  Actual
realization will be dependent upon future events.
 
VARIABLE ANNUITY  FEES  are based  on  the  market value  of  assets  supporting
variable  annuity  contracts  in  separate accounts.  Such  fees  totaled $104.0
million in 1996, $84.2 million in 1995  and $79.1 million in 1994. Increases  in
variable  annuity  fees in  1996  and 1995  reflect  growth in  average variable
annuity assets, principally due  to increased market values  and the receipt  of
variable  annuity  premiums, partially  offset  by surrenders.  Variable annuity
assets averaged $5.70 billion during 1996,  $4.65 billion during 1995 and  $4.40
billion during 1994. Variable annuity premiums, which exclude premiums allocated
to  the fixed accounts  of variable annuity products,  totaled $919.8 million in
1996, $577.2  million  in 1995  and  $769.6 million  in  1994. The  increase  in
premiums  in 1996 may be attributed, in  part, to a heightened demand for equity
investments, principally as a result  of generally improved market  performance.
The  decline in  premiums in 1995  may be  attributed, in part,  to a heightened
demand for  fixed-rate  investment  options, including  the  fixed  accounts  of
variable  annuities. The  Company has  encountered increased  competition in the
variable annuity marketplace during recent years and anticipates that the market
will remain highly competitive for the foreseeable future.
 
NET RETAINED COMMISSIONS are primarily derived from commissions on the sales  of
nonproprietary  investment products  by the  Company's broker-dealer subsidiary,
after deducting the substantial portion of such commissions that is passed on to
registered representatives. Net  retained commissions totaled  $31.5 million  in
1996,  $24.1  million in  1995 and  $20.8 million  in 1994.  Broker-dealer sales
(mainly sales of general securities, mutual funds, and annuities) totaled  $8.75
billion  in  1996,  $5.67  billion  in  1995  and  $5.21  billion  in  1994. The
significant increases in sales and net retained commissions during 1996  reflect
a  greater number of  registered representatives and  higher average production,
combined with generally favorable market  conditions. Increases in net  retained
commissions  may not  be proportionate  to increases  in sales  primarily due to
differences in sales mix.
 
ASSET  MANAGEMENT  FEES,  which  include  investment  advisory  fees  and  12b-1
distribution  fees, are based  on the market  value of assets  managed in mutual
funds by SunAmerica Asset  Management Corp. Such fees  totaled $25.4 million  on
average assets managed of $2.14 billion in 1996, $26.9 million on average assets
managed  of $2.07 billion in 1995 and $31.3 million on average assets managed of
$2.39 billion in 1994. Asset management fees decreased slightly in 1996, despite
a modest  increase in  average assets  managed, principally  due to  changes  in
product  mix.  The decrease  in asset  management  fees during  1995 principally
resulted from the decline in average assets managed, primarily due to an  excess
of redemptions over sales. Redemptions of mutual funds, excluding redemptions of
money  market accounts, amounted to $379.9 million in 1996, compared with $426.5
million in 1995  and $561.0 million  in 1994. Sales  of mutual funds,  excluding
sales  of money  market accounts, amounted  to $223.4 million  in 1996, compared
with $140.2 million in 1995 and $342.6 million in 1994. Higher mutual fund sales
and lower redemptions in  1996 both reflect the  combined effects of  additional
advertising,  the  favorable performance  records  of certain  of  the Company's
mutual funds  and heightened  demand for  equity investments,  principally as  a
result of improved market performance.
 
SURRENDER  CHARGES on fixed and variable annuities totaled $5.2 million in 1996,
$5.9 million in 1995 and $5.0
 
                                       27
<PAGE>
   [LOGO]
 
million in 1994. Surrender charges generally are assessed on annuity withdrawals
at declining  rates  during the  first  five to  seven  years of  the  contract.
Withdrawal  payments, which  include surrenders  and lump-sum  annuity benefits,
totaled $898.0 million  in 1996, $908.9  million in 1995  and $723.9 million  in
1994.  These payments represent 12.4%, 15.1% and 12.5%, respectively, of average
fixed and  variable  annuity  reserves.  Withdrawals  include  variable  annuity
payments  from the  separate accounts  totaling $634.1  million in  1996, $646.4
million in 1995  and $459.1 million  in 1994. Such  variable annuity  surrenders
represent  11.2%,  14.0% and  10.5%, respectively,  of average  variable annuity
liabilities in 1996, 1995 and  1994. Variable annuity surrender rates  increased
in  1995 primarily  due to  surrenders on a  closed block  of business, policies
coming off  surrender  charge  restrictions and  increased  competition  in  the
marketplace.   Fixed  annuity  surrenders  have  remained  relatively  constant,
totaling $263.8 million in  1996, $262.4 million in  1995 and $264.8 million  in
1994. Management anticipates that withdrawal rates will remain relatively stable
for the foreseeable future.
 
GENERAL AND ADMINISTRATIVE EXPENSES totaled $80.0 million in 1996, compared with
$61.6  million  in 1995  and $52.6  million  in 1994.  Expenses in  1996 include
expenses related  to a  national  advertising campaign,  as well  as  additional
administrative  expenses related to a growing block of business. Expenses remain
closely controlled through a company-wide cost containment program and represent
approximately 1% of average total assets.
 
AMORTIZATION OF DEFERRED ACQUISITION COSTS totaled $57.5 million in 1996,  $58.7
million  in 1995 and $44.2 million in 1994. The decline in amortization for 1996
is due to lower redemptions of mutual  funds from the rate experienced in  1995,
partially  offset by additional fixed and variable annuity and mutual fund sales
in recent years and the subsequent amortization of related deferred  commissions
and  other acquisition costs. The increase in amortization in 1995 was primarily
caused by the  substantial reduction  in net  realized capital  losses from  the
level experienced in 1994.
 
ANNUAL  COMMISSIONS represent renewal  commissions paid quarterly  in arrears to
maintain the persistency of certain of the Company's variable annuity contracts.
Substantially all of the Company's currently available variable annuity products
allow for an annual  commission payment option in  return for a lower  immediate
commission.  Annual commissions  totaled $4.6 million  in 1996,  $2.7 million in
1995 and $1.2  million in 1994.  The increase in  annual commissions since  1994
reflects  increased sales  of annuities that  offer this  commission option. The
Company estimates that during 1996 approximately 35% of the average balances  of
its  variable annuity products are currently subject to such annual commissions.
Based on  current sales,  this  percentage is  expected  to increase  in  future
periods.
 
INCOME  TAX EXPENSE  totaled $24.3  million in 1996,  $25.7 million  in 1995 and
$22.7 million in 1994, representing effective tax  rates of 35% in 1996, 40%  in
1995  and 34% in 1994. The increase in the effective tax rate in 1995 was due to
a prior year tax settlement. Without such payment, the effective tax rate  would
have been 33%.
 
FINANCIAL CONDITION AND LIQUIDITY AT SEPTEMBER 30, 1996
 
SHAREHOLDER'S  EQUITY increased by $43.2 million  to $485.3 million at September
30, 1996 from $442.1 million at September 30, 1995, primarily as a result of the
$45.1 million of net income recorded in 1996 and a $0.2 million reduction of net
unrealized losses  on debt  and  equity securities  available for  sale  charged
directly   to  shareholder's  equity.  In   addition,  the  Company  received  a
contribution of capital of $27.4 million in December 1995 and paid a dividend of
$29.4 million in March 1996.
 
TOTAL ASSETS increased by $1.42 billion  to $9.20 billion at September 30,  1996
from  $7.78 billion at  September 30, 1995,  principally due to  a $1.08 billion
increase in the separate  accounts for variable annuities  and a $214.3  million
increase in invested assets.
 
INVESTED  ASSETS at year end totaled $2.33  billion in 1996, compared with $2.11
billion in 1995. This $214.3 million  increase primarily resulted from a  $208.2
million increase in amounts receivable from brokers for sales of securities.
 
The  Company  manages  most of  its  invested assets  internally.  The Company's
general investment philosophy  is to  hold fixed maturity  assets for  long-term
investment.  Thus, it does  not have a trading  portfolio. Effective December 1,
1995, pursuant to guidelines issued by the Financial Accounting Standards Board,
the Company determined that all of its portfolio of bonds, notes and  redeemable
preferred  stocks (the "Bond Portfolio") is available  to be sold in response to
changes in market interest rates, changes in prepayment risk, the Company's need
for liquidity  and other  similar factors.  Accordingly, the  Company no  longer
classifies a portion of its Bond Portfolio as held for investment.
 
                                       28
<PAGE>
                                                                       [LOGO]
 
THE  BOND PORTFOLIO had an aggregate amortized cost that exceeded its fair value
by $13.8 million at September 30, 1996, compared with $3.7 million at  September
30, 1995 (including net unrealized losses of $10.8 million on the portion of the
portfolio  that was designated as available for sale at September 30, 1995). The
increase in net  unrealized losses  on the  Bond Portfolio  since September  30,
1995, principally reflects the higher prevailing interest rates at September 30,
1996 and their corresponding effect on the fair value of the Bond Portfolio.
 
All  of  the Bond  Portfolio ($1.99  billion at  amortized cost,  excluding $9.1
million of  redeemable preferred  stocks) at  September 30,  1996 was  rated  by
Standard  & Poor's  Corporation ("S&P"), Moody's  Investors Service ("Moody's"),
Duff and  Phelps  Credit  Rating  Co. ("DCR"),  Fitch  Investors  Service,  L.P.
("Fitch")  or under  comparable statutory  rating guidelines  established by the
National Association  of Insurance  Commissioners  ("NAIC") and  implemented  by
either  the  NAIC or  the Company.  At September  30, 1996,  approximately $1.83
billion of the Bond Portfolio (at amortized cost) was rated investment grade  by
one  or  more of  these agencies  or by  the  Company or  the NAIC,  pursuant to
applicable NAIC guidelines,  including $1.05 billion  of U.S.  government/agency
securities and MBSs.
 
At  September 30, 1996, the Bond  Portfolio included $160.8 million (fair value,
$160.2 million) of bonds not rated investment grade by S&P, Moody's, DCR,  Fitch
or  the  NAIC. Based  on their  September  30, 1996  amortized cost,  these non-
investment-grade bonds accounted for 1.8% of the Company's total assets and 6.9%
of its invested assets.
 
Non-investment-grade securities  generally  provide higher  yields  and  involve
greater  risks than investment-grade securities  because their issuers typically
are more highly  leveraged and  more vulnerable to  adverse economic  conditions
than  investment-grade  issuers.  In  addition,  the  trading  market  for these
securities is usually  more limited  than for  investment-grade securities.  The
Company  intends that  the proportion  of its  portfolio in  such securities not
exceed current levels, but its policies may change from time to time,  including
in  connection  with  any  possible acquisition.  The  Company  had  no material
concentrations of non-investment-grade securities at September 30, 1996.
 
The table on the following page  summarizes the Company's rated bonds by  rating
classification as of September 30, 1996.
 
                                       29
<PAGE>
   [LOGO]
 
                      RATED BONDS BY RATING CLASSIFICATION
                             (Dollars in thousands)
 
<TABLE>
<CAPTION>
                                                          ISSUES NOT RATED BY S&P/ MOODY'S/
         ISSUES RATED BY S&P/MOODY'S/DCR/FITCH               DCR/FITCH, BY NAIC CATEGORY                      TOTAL
- -------------------------------------------------------  -----------------------------------  -------------------------------------
S&P/(MOODY'S)/                                             NAIC                                            PERCENT OF
[DCR]/{FITCH}                   AMORTIZED    ESTIMATED   CATEGORY    AMORTIZED    ESTIMATED    AMORTIZED    INVESTED     ESTIMATED
CATEGORY (1)                      COST      FAIR VALUE      (2)        COST      FAIR VALUE      COST      ASSETS (3)   FAIR VALUE
- ------------------------------ -----------  -----------  ---------  -----------  -----------  -----------  -----------  -----------
<S>                            <C>          <C>          <C>        <C>          <C>          <C>          <C>          <C>
AAA+ to A-
  (Aaa to A3)
  [AAA to A-]
  {AAA to A-}................. $ 1,345,960  $ 1,333,515         1   $  125,115   $  125,046   $ 1,471,075       62.81%  $ 1,458,561
BBB+ to BBB-
  (Baal to Baa3)
  [BBB+ to BBB-]
  {BBB+ to BBB-}..............     226,312      226,191         2      133,773      133,698       360,085       15.38       359,889
BB+ to BB-
  (Ba1 to Ba3)
  [BB+ to BB-]
  {BB+ to BB-}................      30,023       30,368         3        5,597        5,597        35,620        1.52        35,965
B+ to B-
  (B1 to B3)
  [B+ to B-]
  {B+ to B-}..................      87,580       90,468         4       17,136       18,089       104,716        4.47       108,557
CCC+ to C
  (Caa to C)
  [CCC]
  {CCC+ to C-}................      19,847       15,018         5       --           --            19,847        0.85        15,018
C1 to D
  [DD]
  {D}.........................     --           --              6          618          618           618        0.03           618
                               -----------  -----------             -----------  -----------  -----------               -----------
Total rated issues             $ 1,709,722  $ 1,695,560             $  282,239   $  283,048   $ 1,991,961               $ 1,978,608
                               -----------  -----------             -----------  -----------  -----------               -----------
                               -----------  -----------             -----------  -----------  -----------               -----------
</TABLE>
 
- ------------------------------
(1)  S&P and Fitch  rate debt securities  in rating categories  ranging from AAA
    (the highest) to D (in payment default).  A plus (+) or minus (-)  indicates
    the  debt's relative standing  within the rating  category. A security rated
    BBB- or higher is considered investment grade. Moody's rates debt securities
    in rating categories  ranging from Aaa  (the highest) to  C (extremely  poor
    prospects  of ever attaining any real  investment standing). The number 1, 2
    or 3 (with 1  the highest and  3 the lowest)  indicates the debt's  relative
    standing  within the  rating category.  A security  rated Baa3  or higher is
    considered investment grade. DCR rates debt securities in rating  categories
    ranging  from AAA (the  highest) to DD  (in payment default).  A plus (+) or
    minus (-) indicates the debt's relative standing within the rating category.
    A security rated BBB- or higher  is considered investment grade. Issues  are
    categorized  based on the highest of the S&P, Moody's, DCR and Fitch ratings
    if rated by multiple agencies.
 
(2) Bonds and  short-term promissory  instruments are divided  into six  quality
    categories  for NAIC rating purposes, ranging from 1 (highest) to 5 (lowest)
    for nondefaulted bonds plus one category,  6, for bonds in or near  default.
    These  six  categories  correspond with  the  S&P/Moody's/  DCR/Fitch rating
    groups listed above, with categories 1 and 2 considered investment grade.  A
    substantial  portion of the assets in the  NAIC categories were rated by the
    Company pursuant to applicable of NAIC rating guidelines.
 
(3) At amortized cost.
 
                                       30
<PAGE>
                                                                       [LOGO]
 
SENIOR SECURED LOANS ("Secured  Loans") are included in  the Bond Portfolio  and
their  amortized cost aggregated  $200.8 million at  September 30, 1996. Secured
Loans are senior to subordinated debt and  equity, and are secured by assets  of
the  issuer.  At September  30, 1996,  Secured  Loans consisted  of loans  to 52
borrowers spanning 20 industries, with 22%  of these assets (at amortized  cost)
concentrated   in  the   leisure  industry.  No   other  industry  concentration
constituted more than 9% of these assets.
 
While the trading  market for Secured  Loans is more  limited than for  publicly
traded  corporate debt issues,  management believes that  participation in these
transactions has enabled the Company to improve its investment yield.  Although,
as  a result of  restrictive financial covenants,  Secured Loans involve greater
risk of technical default than  do publicly traded investment-grade  securities,
management  believes that the risk of loss upon default for its Secured Loans is
mitigated by  their  financial  covenants  and  senior  secured  positions.  The
Company's  Secured Loans are rated by S&P, Moody's, DCR, Fitch or by the Company
or the NAIC, pursuant to  comparable statutory rating guidelines established  by
the NAIC.
 
MORTGAGE  LOANS aggregated $98.3 million at  September 30, 1996 and consisted of
17 first  mortgage loans  with an  average loan  balance of  approximately  $5.8
million,  collateralized by  properties located in  11 states.  At September 30,
1996, the Company had  no concentrations in  any single state  or in any  single
type  of property that amounted to more than 23% of the mortgage loan portfolio.
At September 30, 1996,  there were four loans  with outstanding balances of  $10
million  or  more, the  largest  of which  had  a balance  of  approximately $21
million, which collectively  aggregated approximately 61%  of the portfolio.  At
September  30, 1996, approximately 33% of  the mortgage loan portfolio consisted
of loans with  balloon payments  due before October  1, 1999.  At September  30,
1996,  loans delinquent by more than 90 days totaled $1.5 million (1.6% of total
mortgages). There were no loans foreclosed  upon and transferred to real  estate
in  the balance sheet during 1996. At  September 30, 1996, mortgage loans having
an aggregate carrying value of  $21.3 million had been previously  restructured.
Of  this amount, $16.5 million was restructured during 1995 and $4.8 million was
restructured during 1992. No mortgage loans were restructured during 1996.
 
Approximately 62% of the mortgage loans  in the portfolio at September 30,  1996
were  seasoned loans underwritten to the Company's standards and purchased at or
near par from another financial institution which was downsizing its  portfolio.
Such loans generally have higher average interest rates than loans that could be
originated today. The balance of the mortgage loan portfolio has been originated
by the Company under strict underwriting standards. Commercial mortgage loans on
properties  such as offices,  hotels and shopping  centers generally represent a
higher level of risk than do  mortgage loans secured by multifamily  residences.
This  greater risk is due to several  factors, including the larger size of such
loans and  the  effects  of  general economic  conditions  on  these  commercial
properties.  However, due to the seasoned nature of the Company's mortgage loans
and its strict underwriting standards, the Company believes that it has  reduced
the   risk  attributable  to  its  mortgage  loan  portfolio  while  maintaining
attractive yields.
 
REAL ESTATE aggregated  $39.7 million  at September  30, 1996  and consisted  of
non-income  producing land  in the Phoenix,  Arizona metropolitan  area. Of this
amount, the Company has undertaken to  dispose of $28.4 million during the  next
year, either to affiliated or nonaffiliated parties, and SunAmerica the ultimate
parent,  has guaranteed  that the  Company will  receive its  statutory carrying
value of these assets.  (This guaranty was terminated  on December 31,  1996-See
"Results of Operations for the First Three Months of Fiscal 1997").
 
OTHER  INVESTED ASSETS aggregated $77.9 million at September 30, 1996, including
$45.1 million of investments in limited  partnerships and an aggregate of  $32.8
million   of  miscellaneous  investments,  including  policy  loans,  residuals,
separate account  investments,  and  leveraged  leases.  The  Company's  limited
partnership  interests, accounted  for by using  the cost  method of accounting,
invest mainly in equity securities.
 
ASSET-LIABILITY MATCHING is  utilized by the  Company to minimize  the risks  of
interest  rate fluctuations and disintermediation. The Company believes that its
fixed-rate liabilities should be backed  by a portfolio principally composed  of
fixed maturities that generate predictable rates of return. The Company does not
have  a specific target rate  of return. Instead, its  rates of return vary over
time depending on the current interest rate environment, the slope of the  yield
curve,  the spread at which fixed maturities are priced over the yield curve and
general competitive conditions  within the industry.  Its portfolio strategy  is
designed   to  achieve  adequate  risk-adjusted   returns  consistent  with  its
investment objectives  of  effective  asset-liability  matching,  liquidity  and
safety.
 
                                       31
<PAGE>
   [LOGO]
 
The  Company  designs  its  fixed-rate  products  and  conducts  its  investment
operations in  order  to  closely  match  the duration  of  the  assets  in  its
investment  portfolio to its  annuity and GIC obligations.  The Company seeks to
achieve a predictable spread  between what it  earns on its  assets and what  it
pays  on its liabilities by investing  principally in fixed-rate securities. The
Company's fixed-rate products incorporate surrender charges or other limitations
on when  contracts  can  be  surrendered  for  cash  to  encourage  persistency.
Approximately  63% of the Company's fixed annuity and GIC reserves had surrender
penalties or other restrictions at September 30, 1996.
 
As part  of  its  asset-liability  matching  discipline,  the  Company  conducts
detailed   computer  simulations  that  model   its  fixed-maturity  assets  and
liabilities under commonly  used stress-test interest  rate scenarios. Based  on
the  results of  these computer simulations,  the investment  portfolio has been
constructed with a view to maintaining  a desired investment spread between  the
yield  on portfolio assets and the rate paid  on its reserves under a variety of
possible future  interest rate  scenarios. At  September 30,  1996 the  weighted
average  life of the Company's investments  was approximately five years and the
duration was approximately three. Weighted average  life is the average time  to
receipt  of all principal,  incorporating the effects  of scheduled amortization
and expected prepayments, weighted by book  value. Duration is a common  option-
adjusted  measure  for  the price  sensitivity  of a  fixed-income  portfolio to
changes in  interest rates.  It measures  the approximate  percentage change  in
market  value  of a  portfolio if  interest  rates change  by 100  basis points,
recognizing the changes in portfolio  cashflows resulting from embedded  options
such as prepayments and bond calls.
 
As  a component of  its investment strategy, the  Company utilizes interest rate
swap agreements ("Swap Agreements") to match assets more closely to liabilities.
Swap Agreements are  agreements to  exchange with a  counterparty interest  rate
payments  of differing character (for  example, variable-rate payments exchanged
for fixed-rate  payments) based  on an  underlying principal  balance  (notional
principal)  to  hedge  against  interest  rate  changes.  The  Company typically
utilizes  Swap  Agreements   to  create  a   hedge  that  effectively   converts
floating-rate assets and liabilities into fixed-rate instruments.
 
The  Company also seeks to provide liquidity  from time to time by using reverse
repurchase agreements ("Reverse Repos"), Dollar Rolls and by investing in  MBSs.
It  also seeks to  enhance its spread  income by using  Reverse Repos and Dollar
Rolls. Reverse Repos involve a sale of securities and an agreement to repurchase
the same securities at a  later date at an agreed  upon price and are  generally
over-collateralized.  Dollar Rolls are similar to  Reverse Repos except that the
repurchase involves  securities that  are  only substantially  the same  as  the
securities sold and the arrangement is not collateralized, nor is it governed by
a   repurchase  agreement.   MBSs  are   generally  investment-grade  securities
collateralized by large pools  of mortgage loans.  MBSs generally pay  principal
and  interest  monthly.  The  amount  of  principal  and  interest  payments may
fluctuate as a result of prepayments of the underlying mortgage loans.
 
There are  risks associated  with some  of the  techniques the  Company uses  to
provide   liquidity,  enhance  its  spread  income  and  match  its  assets  and
liabilities. The  primary  risk  associated with  the  Company's  Dollar  Rolls,
Reverse  Repos and Swap  Agreements is counterparty  risk. The Company believes,
however, that the  counterparties to its  Dollar Rolls, Reverse  Repos and  Swap
Agreements are financially responsible and that the counterparty risk associated
with  those transactions  is minimal.  Counterparty risk  associated with Dollar
Rolls is further  mitigated by  the Company's  participation in  an MBS  trading
clearinghouse.  The  sell  and  buy  transactions  that  are  submitted  to this
clearinghouse are marked  to market  on a daily  basis and  each participant  is
required  to over-collateralize its  net loss position by  30% with either cash,
letters of credit or  government securities. In  addition to counterparty  risk,
Swap  Agreements  also  have interest  rate  risk. However,  the  Company's Swap
Agreements typically  hedge variable-rate  assets or  liabilities, and  interest
rate  fluctuations that adversely affect the net cash received or paid under the
terms of a Swap Agreement would be offset by increased interest income earned on
the variable-rate assets or reduced  interest expense paid on the  variable-rate
liabilities.  The primary risk associated with  MBSs is that a changing interest
rate environment might cause prepayment of the underlying obligations at  speeds
slower or faster than anticipated at the time of their purchase.
 
INVESTED  ASSETS EVALUATION  routinely includes a  review by the  Company of its
portfolio of debt  securities. Management identifies  monthly those  investments
that  require additional monitoring and carefully  reviews the carrying value of
such investments at  least quarterly to  determine whether specific  investments
should  be placed on a nonaccrual basis  and to determine declines in value that
may be  other than  temporary. In  making these  reviews for  bonds,  management
principally  considers  the adequacy  of  collateral (if  any),  compliance with
contractual covenants, the borrower's recent financial performance, news reports
and
 
                                       32
<PAGE>
                                                                       [LOGO]
 
other externally generated information concerning the creditor's affairs. In the
case  of  publicly  traded  bonds,   management  also  considers  market   value
quotations,  if available.  For mortgage  loans, management  generally considers
information concerning the mortgaged property  and, among other things,  factors
impacting the current and expected payment status of the loan and, if available,
the current fair value of the underlying collateral.
 
The  carrying values of bonds that are determined to have declines in value that
are other than  temporary are  reduced to net  realizable value  and no  further
accruals  of interest are  made. The valuation allowances  on mortgage loans are
based on losses expected by management  to be realized on transfers of  mortgage
loans to real estate, on the disposition and settlement of mortgage loans and on
mortgage  loans that management believes may not be collectible in full. Accrual
of interest is suspended when principal and interest payments on mortgage  loans
are past due more than 90 days.
 
DEFAULTED  INVESTMENTS, comprising all investments that are in default as to the
payment of principal or interest, totaled $3.1 million at September 30, 1996 (at
amortized cost, with  a fair value  of $2.9 million)  including $1.6 million  of
bonds  and notes  and $1.5  million of  mortgage loans.  At September  30, 1996,
defaulted investments constituted  0.1% of total  invested assets. At  September
30,  1995, defaulted investments totaled $5.0  million which constituted 0.2% of
total invested assets.
 
SOURCES OF LIQUIDITY are  readily available to  the Company in  the form of  the
Company's  existing portfolio of  cash and short-term  investments, Reverse Repo
capacity on  invested assets  and,  if required,  proceeds from  invested  asset
sales. At September 30, 1996, approximately $936.8 million of the Company's Bond
Portfolio had an aggregate unrealized gain of $20.1 million, while approximately
$1.06  billion of the Bond  Portfolio had an aggregate  unrealized loss of $33.9
million. In  addition, the  Company's  investment portfolio  currently  provides
approximately  $21.6 million of  monthly cash flow  from scheduled principal and
interest payments.
 
Management  is  aware   that  prevailing   market  interest   rates  may   shift
significantly  and  has strategies  in  place to  manage  either an  increase or
decrease in  prevailing  rates.  In  a rising  interest  rate  environment,  the
Company's  average cost of funds  would increase over time  as it prices its new
and renewing annuities and GICs to maintain a generally competitive market rate.
Management would seek  to place new  funds in investments  that were matched  in
duration  to, and  higher yielding  than, the  liabilities assumed.  The Company
believes that liquidity to fund withdrawals would be available through  incoming
cash  flow, the sale of short-term or floating-rate instruments or Reverse Repos
on the Company's substantial MBS segment of the Bond Portfolio, thereby avoiding
the sale of fixed-rate assets in an unfavorable bond market.
 
In a declining rate environment, the Company's cost of funds would decrease over
time, reflecting lower interest crediting rates on its fixed annuities and GICs.
Should increased liquidity  be required  for withdrawals,  the Company  believes
that  a significant  portion of  its investments  could be  sold without adverse
consequences in light of the general strengthening that would be expected in the
bond market.
 
RESULTS OF OPERATIONS FOR THE FIRST THREE MONTHS OF FISCAL 1997
 
NET INCOME totaled  $3.3 million for  the three months  ended December 31,  1996
("Fiscal  1997"), compared with $5.8 million for the three months ended December
31, 1995 ("Fiscal 1996").
 
PRETAX INCOME totaled  $4.9 million in  Fiscal 1997 and  $9.3 million in  Fiscal
1996.  This $4.4 million decline primarily  resulted from increased net realized
investment losses and general and  administrative expenses, partially offset  by
an increase in fee income.
 
NET  INVESTMENT INCOME totaled $14.5 million in Fiscal 1997 and $14.6 million in
Fiscal 1996. These amounts represent 2.32% on average invested assets  (computed
on  a daily basis) of $2.50 billion in Fiscal 1997 and 3.00% on average invested
assets of $1.95 billion in Fiscal 1996.
 
The excess of average invested assets over average interest-bearing  liabilities
amounted to $150.5 million in Fiscal 1997 and $131.2 million in Fiscal 1996. The
difference  between the Company's yield on  average invested assets and the rate
paid on average interest-bearing liabilities was 1.99% in Fiscal 1997 and  2.65%
in Fiscal 1996.
 
Investment  income and  the related  yields on  average invested  assets totaled
$46.7 million or 7.46% in Fiscal 1997,  compared with $38.7 million or 7.95%  in
Fiscal 1996.
 
Investment  income  rose during  Fiscal 1997  as  a result  of higher  levels of
average invested assets, partially offset by
 
                                       33
<PAGE>
   [LOGO]
 
reduced investment yields. Investment yields  were lower in Fiscal 1997  because
of  a generally declining  interest rate environment since  early 1995 and lower
contributions from the Company's investments in partnerships. Partnership income
totaled $0.7 million in Fiscal 1997 and $1.4 million in Fiscal 1996. This income
represents a yield of 6.71% on related average assets of $44.6 million in Fiscal
1997, compared with 11.60% on related average assets of $48.7 million in  Fiscal
1996.  Partnership income is based upon cash distributions received from limited
partnerships, the  operations  of  which  the  Company  does  not  significantly
influence.  Consequently, such  income is  not predictable  and there  can be no
assurance that the Company will realize comparable levels of such income in  the
future.
 
Total interest expense aggregated $32.2 million in Fiscal 1997 and $24.0 million
in  Fiscal 1996. The  average rate paid on  all interest-bearing liabilities was
5.47% (5.34%  on fixed  annuity contracts  and 5.81%  on GICs)  in Fiscal  1997,
compared  with 5.30%  (5.10% on  fixed annuity contracts  and 6.19%  on GICs) in
Fiscal 1996. Interest-bearing liabilities  averaged $2.35 billion during  Fiscal
1997, compared with $1.81 billion during Fiscal 1996.
 
The  increase in the average rates paid on fixed annuity contracts during Fiscal
1997 primarily resulted from the impact of certain promotional one-year interest
rates offered on the Company's Polaris variable annuity product. The decline  in
interest paid on GICs reflects the generally declining interest rate environment
and its effect on the variable-rate GIC portfolio.
 
The growth in average invested assets since 1995 primarily reflects sales of the
Company's  fixed-rate products,  consisting of  both fixed  accounts of variable
annuity products and GICs. Since December 31, 1995, fixed annuity premiums  have
aggregated  $1.04 billion  and GIC premiums  have totaled  $140.0 million. Fixed
annuity premiums  totaled $362.8  million in  Fiscal 1997,  compared with  $62.5
million  in  Fiscal  1996. This  increase  in premiums  resulted  primarily from
greater inflows  into  the  one-year  fixed account  of  the  Company's  Polaris
variable  annuity product. The Company has  observed that many purchasers of its
variable annuity contracts allocate new  premiums to the one-year fixed  account
and  concurrently  sign up  for  the option  to  dollar costs  average  into the
variable fund. Accordingly,  the Company anticipates  that it will  see a  large
portion of these premiums transferred into the separate accounts.
 
GIC  premiums totaled $5.0 million in Fiscal 1997. There were no GIC premiums in
Fiscal 1996.
 
NET REALIZED INVESTMENT LOSSES  totaled $19.1 million in  Fiscal 1997 and  $12.8
million  in  Fiscal  1996.  Net realized  investment  losses  include impairment
writedowns of $16.1  million in Fiscal  1997 and $14.9  million in Fiscal  1996.
Therefore,  net losses from sales of  investments totaled $3.0 million in Fiscal
1997, compared with net gains of $2.1 million in Fiscal 1996.
 
Impairment writedowns  reflect $15.7  million and  $14.9 million  of  provisions
applied  to non-income producing land in Arizona in Fiscal 1997 and Fiscal 1996,
respectively. The statutory carrying value of  this land had been guaranteed  by
the Company's ultimate Parent, SunAmerica. SunAmerica made capital contributions
of  $28.4 million and $27.4 million on December 31, 1996 and 1995, respectively,
to the  Company  through  the  Company's  direct  parent  in  exchange  for  the
termination  of its guaranty with respect to this land. Accordingly, the Company
reduced the carrying value of this land  to estimated fair value to reflect  the
termination  of the guaranty.  SunAmerica's guaranty has  been fully terminated.
Impairment writedowns,  on an  annualized basis,  represent 2.51%  and 3.06%  of
average  invested assets in Fiscal 1997  and 1996, respectively. Such writedowns
are based upon estimates of the  net realizable value of the applicable  assets.
Actual realization will be dependent upon future events.
 
VARIABLE  ANNUITY  FEES increased  to $30.6  million in  Fiscal 1997  from $24.3
million in Fiscal  1996. The increase  in variable annuity  fees in Fiscal  1997
reflects growth in average variable annuity assets, principally due to increased
market  values and the receipt of variable annuity premiums, partially offset by
surrenders. Variable annuity  assets averaged $6.60  billion during Fiscal  1997
and  $5.29 billion during Fiscal 1996.  Variable annuity premiums, which exclude
premiums allocated  to the  fixed accounts  of variable  annuity products,  have
aggregated  $937.1 million  since December  31, 1995.  Variable annuity premiums
increased to $226.8 million in Fiscal  1997 from $209.5 million in Fiscal  1996.
This  increase may  be attributed,  in part, to  a heightened  demand for equity
investments, principally as a result of generally improved market performance.
 
NET RETAINED COMMISSIONS totaled $7.8 million in Fiscal 1997 and $6.5 million in
Fiscal 1996. Broker-dealer  sales (mainly  sales of  general securities,  mutual
funds  and annuities) totaled $2.03 billion in  Fiscal 1997 and $1.75 billion in
Fiscal 1996. The significant increases in sales and net
 
                                       34
<PAGE>
                                                                       [LOGO]
 
retained commissions during Fiscal 1997  reflect a greater number of  registered
representatives and higher average production, combined with generally favorable
market conditions.
 
ASSET  MANAGEMENT FEES totaled  $6.4 million on average  assets managed of $2.21
billion in  Fiscal 1997  and $6.5  million on  average assets  managed of  $2.15
billion in Fiscal 1996. Asset management fees decreased slightly in Fiscal 1997,
despite  a modest increase in average assets managed, principally due to changes
in product mix. Sales of mutual funds, excluding sales of money market accounts,
have aggregated  $249.5  million since  December  31, 1995.  Mutual  fund  sales
totaled  $62.3 million in Fiscal  1997 and $36.3 million  in Fiscal 1996. Higher
mutual funds  sales in  Fiscal 1997  include  $14.3 million  of sales  from  the
Company's "Style Select Series," a product introduced in November 1996. Sales in
Fiscal  1997  also  reflect  the  combined  effects  of  additional advertising,
increased distribution,  the favorable  performance records  of certain  of  the
Company's   mutual  funds,   and  heightened  demand   for  equity  investments,
principally as a result  of improved market  performance. Redemptions of  mutual
funds,  excluding  redemptions  of  money market  accounts,  amounted  to $103.7
million in Fiscal 1997 and $97.6 million in Fiscal 1996.
 
SURRENDER CHARGES on fixed and variable annuities totaled $1.4 million in Fiscal
1997 and  $1.3  million  in  Fiscal 1996.  Withdrawal  payments,  which  include
surrenders  and lump-sum annuity benefits, totaled $238.1 million in Fiscal 1997
and $215.1 million  in Fiscal 1996.  These payments represent  11.4% and  12.9%,
respectively,  of the aggregate of average  fixed and variable annuity reserves.
Withdrawals  include  variable  annuity  payments  from  the  separate  accounts
totaling  $176.0  million in  Fiscal  1997 and  $154.5  million in  Fiscal 1996.
Approximately 67% of the Company's fixed annuity and GIC reserves had  surrender
penalties  or other restrictions at December 31, 1996. Although variable annuity
surrenders have increased,  principally as a  result of growth  in the  variable
annuity  separate  accounts, variable  annuity  withdrawal rates  have declined.
Variable annuity surrenders represent 10.7% and 11.8%, respectively, of  average
variable  annuity  liabilities in  Fiscal 1997  and  Fiscal 1996.  Fixed annuity
surrenders have increased slightly  to $62.1 million in  Fiscal 1997 from  $60.6
million  in Fiscal  1996 as  the fixed  annuity reserves  have grown. Management
anticipates  that  withdrawal  rates  will  remain  relatively  stable  for  the
foreseeable future.
 
GENERAL  AND  ADMINISTRATIVE  EXPENSES  totaled $22.3  million  in  Fiscal 1997,
compared with $17.0 million  in Fiscal 1996. Expenses  in Fiscal 1997  increased
primarily due to a growing block of business. Expenses remain closely controlled
through  a  company-wide  cost  containment program  and  continue  to represent
approximately 1% of average total assets on an annualized basis.
 
AMORTIZATION OF DEFERRED ACQUISITION COSTS totaled $13.8 million in Fiscal  1997
and $13.7 million in Fiscal 1996 and represent for each period, on an annualized
basis,  approximately 14%  of the balance  of deferred acquisition  costs at the
beginning of each period. The slight  increase in Fiscal 1997 was primarily  due
to  additional  fixed  and  variable  annuity  and  mutual  fund  sales  and the
subsequent amortization of  related deferred commissions  and other  acquisition
costs.
 
ANNUAL  COMMISSIONS  totaled $1.4  million in  Fiscal 1997  and $0.9  million in
Fiscal 1996.  The increase  in annual  commissions reflects  increased sales  of
annuities  that  offer  this  commission  option.  The  Company  estimates  that
approximately 43% of the average balances  of its variable annuity products  are
currently  subject  to such  annual commissions.  Based  on current  sales, this
percentage is expected to increase in future periods.
 
INCOME TAX  EXPENSE totaled  $1.6 million  in Fiscal  1997 and  $3.4 million  in
Fiscal  1996, representing effective tax rates of 32% and 37%, respectively. The
lower rate in Fiscal 1997 is primarily due  to the impact of state taxes in  the
prior year.
 
FINANCIAL CONDITION AND LIQUIDITY AT DECEMBER 31, 1996
 
SHAREHOLDER'S  EQUITY increased by  $44.9 million to  $530.1 million at December
31, 1996 from $485.3 million at September  30, 1996, primarily as a result of  a
$28.4  million capital contribution  and $3.3 million of  net income recorded in
Fiscal 1997.  Shareholder's  equity at  December  31, 1996  was  also  favorably
impacted  by the  recording of a  $7.6 million  net unrealized gain  on debt and
equity securities available for sale, a $13.1 million improvement over the  $5.5
million net unrealized loss recorded at September 30, 1996.
 
TOTAL  ASSETS increased by $821.2 million to $10.03 billion at December 31, 1996
from $9.20 billion at  September 30, 1996, principally  due to a $472.8  million
increase  in the separate  accounts for variable annuities  and a $374.5 million
increase in invested assets.
 
                                       35
<PAGE>
   [LOGO]
 
INVESTED ASSETS at December 31, 1996 totaled $2.70 billion, compared with  $2.33
billion  at September 30, 1996. This  $374.5 million increase primarily resulted
from the sales of fixed  annuities and a net increase  in the amount payable  to
brokers for purchases of securities.
 
THE  BOND PORTFOLIO had an aggregate fair value that exceeded its amortized cost
by $17.0 million at December 31, 1996. At September 30, 1996, the amortized cost
of the  Bond  Portfolio  exceeded its  fair  value  by $13.8  million.  The  net
unrealized  gain  on the  Bond Portfolio  since  September 30,  1996 principally
reflects the lower relative prevailing interest  rates at December 31, 1996  and
their corresponding effect on the fair value of the Bond Portfolio.
 
All  of  the Bond  Portfolio ($2.26  billion at  amortized cost,  excluding $6.5
million of redeemable preferred stocks), at December 31, 1996 was rated by  S&P,
Moody's,  DCR, Fitch or under comparable statutory rating guidelines established
by the NAIC and implemented by either  the NAIC or the Company. At December  31,
1996,  approximately $2.06 billion of the Bond Portfolio (at amortized cost) was
rated investment grade by one or more of these agencies or by the Company or the
NAIC, pursuant to applicable  NAIC guidelines, including  $1.13 billion of  U.S.
government/agency securities and MBSs.
 
At  December 31, 1996,  the Bond Portfolio included  $198.9 million (fair value,
$202.8 million) of bonds not rated investment grade by S&P, Moody's, DCR,  Fitch
or  the  NAIC. Based  on  their December  31,  1996 amortized  cost,  these non-
investment-grade bonds accounted for 2.0% of the Company's total assets and 7.4%
of  invested   assets.   The  Company   had   no  material   concentrations   of
non-investment-grade securities at December 31, 1996.
 
SENIOR SECURED LOANS are included in the Bond Portfolio and their amortized cost
aggregated  $201.4 million at  December 31, 1996. At  December 31, 1996, Secured
Loans consisted of loans to 65  borrowers spanning 22 industries, with 12.7%  of
these  assets (at amortized cost) concentrated in the air transport industry. No
other industry concentration constituted more than 11.7% of these assets.
 
MORTGAGE LOANS aggregated $120.7 million at  December 31, 1996 and consisted  of
22  first  mortgage loans  with an  average loan  balance of  approximately $5.5
million, collateralized  by properties  located in  13 states.  At December  31,
1996,  the Company had  no concentrations in  any single state  or in any single
type of property that amounted to more than 24% of the mortgage loan  portfolio.
At  December 31, 1996,  there were four  loans with outstanding  balances of $10
million or  more, the  largest of  which had  a balance  of approximately  $20.5
million,  which collectively aggregated  approximately 49% of  the portfolio. At
December 31, 1996, approximately 26% of the mortgage loan portfolio consisted of
loans with balloon payments due before  January 1, 2000. During Fiscal 1997  and
Fiscal  1996,  loans  delinquent by  more  than  90 days,  foreclosed  loans and
restructured loans have not been significant in relation to the portfolio.
 
Approximately 49% of the  mortgage loans in the  portfolio at December 31,  1996
were  seasoned loans underwritten to the Company's standards and purchased at or
near par from another financial institution which was downsizing its portfolio.
 
OTHER INVESTED ASSETS aggregated $77.5  million at December 31, 1996,  including
$45.6  million of investments in limited  partnerships and an aggregate of $31.9
million  of  miscellaneous  investments,  including  policy  loans,   residuals,
separate  account  investments  and  leveraged  leases.  The  Company's  limited
partnership interests, accounted  for by  using the cost  method of  accounting,
invest mainly in equity securities.
 
DEFAULTED  INVESTMENTS, comprising all investments that are in default as to the
payment of principal or interest, totaled $6.5 million at December 31, 1996  (at
amortized  cost, with a  fair value of  $5.4 million) including  $5.0 million of
bonds and  notes  and $1.5  million  of mortgage  loans.  At December  31,  1996
defaulted  investments constituted 0.2%  of total invested  assets. At September
30, 1996, defaulted investments totaled $3.1 million, which constituted 0.1%  of
total invested assets.
 
SOURCES  OF LIQUIDITY are  readily available to  the Company in  the form of the
Company's existing portfolio  of cash and  short-term investments, Reverse  Repo
capacity  on  invested assets  and, if  required,  proceeds from  invested asset
sales. At December 31, 1996, approximately  $1.22 billion of the Company's  Bond
Portfolio had an aggregate unrealized gain of $38.4 million, while approximately
$1.04  billion of the Bond  Portfolio had an aggregate  unrealized loss of $21.4
million. In  addition, the  Company's  investment portfolio  currently  provides
approximately  $22.6 million of  monthly cash flow  from scheduled principal and
interest payments.
 
                                       36
<PAGE>
                                                                       [LOGO]
 
INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
 
The consolidated financial statements of Anchor National Life Insurance  Company
as  of September 30, 1996 and 1995 and for each of the three years in the period
ended September 30, 1996  included in this prospectus  have been so included  in
reliance  on the report of Price  Waterhouse LLP, independent accountants, given
on the authority of said firm as experts in auditing and accounting.
 
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
 
The consolidated financial statements of  Anchor National have been included  in
this  prospectus.  You  should  consider these  financial  statements  only with
respect to Anchor  National's ability to  meet its obligations  under the  fixed
investment  options to  pay death  benefits under  the contracts,  to assume the
mortality and expense risks under the  Contract and any risk resulting from  the
withdrawal  charge not  being adequate  to cover  the costs  of distributing the
contracts. These financial statements  provide no information  as it relates  to
Seasons  Series  Trust, its  investment  portfolios or  the  value of  any money
allocated to the STRATEGIES.
 
                                       37
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
 
To the Board of Directors and Shareholder of
Anchor National Life Insurance Company
 
In  our opinion,  the accompanying  consolidated balance  sheet and  the related
consolidated income statement and statement of cash flows present fairly, in all
material respects,  the financial  position of  Anchor National  Life  Insurance
Company  and its subsidiaries at September 30, 1996 and 1995, and the results of
their operations and their cash flows for each of the three years in the  period
ended  September  30, 1996,  in  conformity with  generally  accepted accounting
principles. These financial statements are  the responsibility of the  Company's
management;  our  responsibility is  to express  an  opinion on  these financial
statements based on our audits. We  conducted our audits of these statements  in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material misstatement. An audit includes examining, on a
test basis, evidence  supporting the  amounts and disclosures  in the  financial
statements,  assessing the accounting principles  used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion  expressed
above.
 
As  discussed in Note  2, the Company adopted  Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes," in fiscal 1994.
 
Price Waterhouse LLP
Los Angeles, California
November 8, 1996
 
                                       38
<PAGE>
                     ANCHOR NATIONAL LIFE INSURANCE COMPANY
                           CONSOLIDATED BALANCE SHEET
                                     ASSETS
 
<TABLE>
<CAPTION>
                                                               SEPTEMBER 30,     SEPTEMBER 30,
                                                                   1995              1996
                                                              ---------------   ---------------    DECEMBER 31,
                                                                                                       1996
                                                                                                  ---------------
                                                                                                    (UNAUDITED)
<S>                                                           <C>               <C>               <C>
Investments:
  Cash and short-term investments...........................  $   249,209,000   $   122,058,000   $   196,142,000
  Bonds, notes and redeemable preferred stocks:
    Available for sale, at fair value (amortized cost:
     September 1995, $1,500,062,000; September 1996,
     $2,001,024,000; December 1996, $2,264,485,000).........    1,489,213,000     1,987,271,000     2,281,527,000
    Held for investment, at amortized cost (fair value:
     September 1995, $165,004,000)..........................      157,901,000                --                --
  Mortgage loans............................................       94,260,000        98,284,000       120,680,000
  Common stocks, at fair value (cost: September 1995,
   $6,576,000; September 1996, $2,911,000; December 1996,
   $2,510,000)..............................................        4,097,000         3,970,000         3,842,000
  Real estate...............................................       55,798,000        39,724,000        24,000,000
  Other invested assets.....................................       64,430,000        77,925,000        77,492,000
                                                              ---------------   ---------------   ---------------
      Total investments.....................................    2,114,908,000     2,329,232,000     2,703,683,000
Variable annuity assets.....................................    5,230,246,000     6,311,557,000     6,784,374,000
Receivable from brokers for sales of securities.............               --        52,348,000                --
Accrued investment income...................................       14,192,000        19,675,000        20,404,000
Deferred acquisition costs..................................      383,069,000       443,610,000       461,637,000
Other assets................................................       41,282,000        48,113,000        55,610,000
                                                              ---------------   ---------------   ---------------
      TOTAL ASSETS..........................................  $ 7,783,697,000   $ 9,204,535,000   $10,025,708,000
                                                              ---------------   ---------------   ---------------
                                                              ---------------   ---------------   ---------------
 
                                      LIABILITIES AND SHAREHOLDER'S EQUITY
 
Reserves, payables and accrued liabilities:
  Reserves for fixed annuity contracts......................  $ 1,497,052,000   $ 1,789,962,000   $ 2,024,873,000
  Reserves for guaranteed investment contracts..............      277,095,000       415,544,000       420,871,000
  Payable to brokers for purchases of securities............      155,861,000                --        49,991,000
  Income taxes currently payable............................       15,720,000        21,486,000        23,807,000
  Other liabilities.........................................       56,372,000        74,710,000        83,824,000
                                                              ---------------   ---------------   ---------------
      Total reserves, payables and accrued liabilities......    2,002,100,000     2,301,702,000     2,603,366,000
                                                              ---------------   ---------------   ---------------
Variable annuity liabilities................................    5,230,246,000     6,311,557,000     6,784,374,000
                                                              ---------------   ---------------   ---------------
Subordinated notes payable to Parent........................       35,832,000        35,832,000        35,903,000
                                                              ---------------   ---------------   ---------------
Deferred income taxes.......................................       73,459,000        70,189,000        71,943,000
                                                              ---------------   ---------------   ---------------
Shareholder's equity:
  Common Stock..............................................        3,511,000         3,511,000         3,511,000
  Additional paid-in capital................................      252,876,000       280,263,000       308,674,000
  Retained earnings.........................................      191,346,000       207,002,000       210,348,000
  Net unrealized gains (losses) on debt and equity
   securities available for sale............................       (5,673,000)       (5,521,000)        7,589,000
                                                              ---------------   ---------------   ---------------
      Total shareholder's equity............................      442,060,000       485,255,000       530,122,000
                                                              ---------------   ---------------   ---------------
      TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY............  $ 7,783,697,000   $ 9,204,535,000   $10,025,708,000
                                                              ---------------   ---------------   ---------------
                                                              ---------------   ---------------   ---------------
</TABLE>
 
                             See accompanying notes
 
                                       39
<PAGE>
                     ANCHOR NATIONAL LIFE INSURANCE COMPANY
                         CONSOLIDATED INCOME STATEMENT
 
<TABLE>
<CAPTION>
                                                                                                     THREE MONTHS ENDED
                                                            YEARS ENDED SEPTEMBER 30,                   DECEMBER 31,
                                                    ------------------------------------------   ---------------------------
                                                        1994           1995           1996           1995           1996
                                                    ------------   ------------   ------------   ------------   ------------
                                                                                                         (UNAUDITED)
<S>                                                 <C>            <C>            <C>            <C>            <C>
Investment income.................................  $127,758,000   $129,466,000   $164,631,000   $ 38,653,000   $ 46,712,000
                                                    ------------   ------------   ------------   ------------   ------------
Interest expense on:
  Fixed annuity contracts.........................   (66,311,000)   (72,975,000)   (82,690,000)   (18,936,000)   (25,191,000)
  Guaranteed investment contracts.................            --     (3,733,000)   (19,974,000)    (4,272,000)    (6,038,000)
  Senior indebtedness.............................       (71,000)      (227,000)    (2,568,000)      (195,000)      (181,000)
  Subordinated notes payable to Parent............    (2,380,000)    (2,448,000)    (2,556,000)      (633,000)      (758,000)
                                                    ------------   ------------   ------------   ------------   ------------
  Total interest expense..........................   (68,762,000)   (79,383,000)  (107,788,000)   (24,036,000)   (32,168,000)
                                                    ------------   ------------   ------------   ------------   ------------
NET INVESTMENT INCOME.............................    58,996,000     50,083,000     56,843,000     14,617,000     14,544,000
                                                    ------------   ------------   ------------   ------------   ------------
NET REALIZED INVESTMENT LOSSES....................   (33,713,000)    (4,363,000)   (13,355,000)   (12,800,000)   (19,116,000)
                                                    ------------   ------------   ------------   ------------   ------------
Fee income:
  Variable annuity fees...........................    79,101,000     84,171,000    103,970,000     24,290,000     30,606,000
  Net retained commissions........................    20,822,000     24,108,000     31,548,000      6,491,000      7,796,000
  Asset management fees...........................    31,302,000     26,935,000     25,413,000      6,503,000      6,418,000
                                                    ------------   ------------   ------------   ------------   ------------
TOTAL FEE INCOME..................................   131,225,000    135,214,000    160,931,000     37,284,000     44,820,000
                                                    ------------   ------------   ------------   ------------   ------------
Other income and expenses:
  Surrender charges...............................     5,034,000      5,889,000      5,184,000      1,261,000      1,350,000
  General and administrative expenses.............   (52,636,000)   (61,629,000)   (80,048,000)   (16,997,000)   (22,322,000)
  Amortization of deferred acquisition costs......   (44,195,000)   (58,713,000)   (57,520,000)   (13,658,000)   (13,817,000)
  Annual commissions..............................    (1,158,000)    (2,658,000)    (4,613,000)      (939,000)    (1,433,000)
  Other, net......................................     3,767,000      1,174,000      1,886,000        507,000        920,000
                                                    ------------   ------------   ------------   ------------   ------------
TOTAL OTHER INCOME AND EXPENSES...................   (89,188,000)  (115,937,000)  (135,111,000)   (29,826,000)   (35,302,000)
                                                    ------------   ------------   ------------   ------------   ------------
PRETAX INCOME.....................................    67,320,000     64,997,000     69,308,000      9,275,000      4,946,000
Income tax expense................................   (22,705,000)   (25,739,000)   (24,252,000)    (3,449,000)    (1,600,000)
                                                    ------------   ------------   ------------   ------------   ------------
INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN
 ACCOUNTING FOR INCOME TAXES......................    44,615,000     39,258,000     45,056,000      5,826,000      3,346,000
Cumulative effect of change in accounting for
 income taxes.....................................   (20,463,000)            --             --             --             --
                                                    ------------   ------------   ------------   ------------   ------------
NET INCOME........................................  $ 24,152,000   $ 39,258,000   $ 45,056,000   $  5,826,000   $  3,346,000
                                                    ------------   ------------   ------------   ------------   ------------
                                                    ------------   ------------   ------------   ------------   ------------
</TABLE>
 
                             See accompanying notes
 
                                       40
<PAGE>
                     ANCHOR NATIONAL LIFE INSURANCE COMPANY
                      CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                      YEARS ENDED SEPTEMBER 30,
                                                        ------------------------------------------------------
                                                              1994               1995               1996
                                                        ----------------   ----------------   ----------------
<S>                                                     <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income............................................  $     24,152,000   $     39,258,000   $     45,056,000
Adjustments to reconcile net income to net cash
 provided by operating activities:
  Interest credited to:
    Fixed annuity contracts...........................        66,311,000         72,975,000         82,690,000
    Guaranteed investment contracts...................                --          3,733,000         19,974,000
    Net realized investment losses....................        33,713,000          4,363,000         13,355,000
    Accretion of net discounts on investments.........        (2,050,000)        (6,865,000)        (8,976,000)
    Amortization of goodwill..........................         1,169,000          1,168,000          1,169,000
    Provision for deferred income taxes...............        19,395,000         (1,489,000)        (3,351,000)
    Cumulative effect of change in accounting for
     income taxes.....................................        20,463,000                 --                 --
Change in:
  Accrued investment income...........................        (1,310,000)         3,373,000         (5,483,000)
  Deferred acquisition costs..........................       (34,612,000)        (7,180,000)       (60,941,000)
  Other assets........................................         5,133,000          7,047,000         (8,000,000)
  Income taxes currently payable......................         6,559,000          3,389,000          5,766,000
  Other liabilities...................................            46,000          4,063,000          5,474,000
Other, net............................................           360,000              7,000           (129,000)
                                                        ----------------   ----------------   ----------------
NET CASH PROVIDED BY OPERATING ACTIVITIES:............       139,329,000        123,842,000         86,604,000
                                                        ----------------   ----------------   ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Premium receipts on:
    Fixed annuity contracts...........................       138,526,000        245,320,000        651,649,000
    Guaranteed investment contracts...................                --        275,000,000        134,967,000
  Net exchanges to (from) the fixed accounts of
   variable annuity contracts.........................       (29,286,000)        10,475,000       (236,705,000)
  Withdrawal payments on:
    Fixed annuity contracts...........................      (269,412,000)      (237,977,000)      (173,489,000)
    Guaranteed investment contracts...................                --         (1,638,000)       (16,492,000)
  Claims and annuity payments on fixed annuity
   contracts..........................................       (31,146,000)       (31,237,000)       (31,107,000)
  Net receipts from (repayments of) other short-term
   financings.........................................      (166,685,000)         3,202,000       (119,712,000)
  Capital contributions received......................                --                 --         27,387,000
  Dividend paid.......................................                --                 --        (29,400,000)
                                                        ----------------   ----------------   ----------------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES......      (358,003,000)       263,145,000        207,098,000
                                                        ----------------   ----------------   ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of:
    Bonds, notes and redeemable preferred stocks......    (1,197,743,000)    (1,556,586,000)    (1,937,890,000)
    Mortgage loans....................................       (10,666,000)                --        (15,000,000)
    Other investments, excluding short-term
     investments......................................       (26,317,000)       (13,028,000)       (36,770,000)
  Sales of:
    Bonds, notes and reedeemable preferred stocks.....       877,068,000      1,026,078,000      1,241,928,000
    Real estate.......................................        33,443,000         36,813,000            900,000
    Other investments, excluding short-term
     investments......................................         2,353,000          5,130,000          4,937,000
  Redemptions and maturities of:
    Bonds, notes and redeemable preferred stocks......       173,763,000        178,688,000        288,969,000
    Mortgage loans....................................        10,087,000         14,403,000         11,324,000
    Other investments, excluding short-term
     investments......................................        13,500,000         13,286,000         20,749,000
                                                        ----------------   ----------------   ----------------
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES......      (124,512,000)      (295,216,000)      (420,853,000)
                                                        ----------------   ----------------   ----------------
NET INCREASE (DECREASE) IN CASH AND SHORT-TERM
 INVESTMENTS..........................................      (343,186,000)        91,771,000       (127,151,000)
CASH AND SHORT-TERM INVESTMENTS AT BEGINNING OF
 PERIOD...............................................       500,624,000        157,438,000        249,209,000
                                                        ----------------   ----------------   ----------------
CASH AND SHORT-TERM INVESTMENTS AT END OF PERIOD......  $    157,438,000   $    249,209,000   $    122,058,000
                                                        ----------------   ----------------   ----------------
                                                        ----------------   ----------------   ----------------
Supplemental cash flow information:
  Interest paid on indebtedness.......................  $      1,175,000   $      3,235,000   $      5,982,000
                                                        ----------------   ----------------   ----------------
                                                        ----------------   ----------------   ----------------
  Net income taxes paid (recovered)...................  $     (3,328,000)  $     23,656,000   $     22,031,000
                                                        ----------------   ----------------   ----------------
                                                        ----------------   ----------------   ----------------
 
<CAPTION>
                                                                THREE MONTHS ENDED
                                                                   DECEMBER 31,
                                                        -----------------------------------
                                                              1995               1996
                                                        ----------------   ----------------
<S>                                                     <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income............................................  $      5,826,000   $      3,346,000
Adjustments to reconcile net income to net cash
 provided by operating activities:
  Interest credited to:
    Fixed annuity contracts...........................        18,936,000         25,191,000
    Guaranteed investment contracts...................         4,272,000          6,038,000
    Net realized investment losses....................        12,800,000         19,116,000
    Accretion of net discounts on investments.........        (1,669,000)        (2,615,000)
    Amortization of goodwill..........................           293,000            291,000
    Provision for deferred income taxes...............        (6,541,000)        (5,305,000)
    Cumulative effect of change in accounting for
     income taxes.....................................                --                 --
Change in:
  Accrued investment income...........................        (3,683,000)          (729,000)
  Deferred acquisition costs..........................        (5,853,000)       (28,927,000)
  Other assets........................................        (6,902,000)        (7,788,000)
  Income taxes currently payable......................         5,749,000          2,321,000
  Other liabilities...................................           428,000          3,924,000
Other, net............................................            85,000             (6,000)
                                                        ----------------   ----------------
NET CASH PROVIDED BY OPERATING ACTIVITIES:............        23,741,000         14,857,000
                                                        ----------------   ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Premium receipts on:
    Fixed annuity contracts...........................        62,536,000        325,993,000
    Guaranteed investment contracts...................                --          5,000,000
  Net exchanges to (from) the fixed accounts of
   variable annuity contracts.........................       (36,865,000)       (82,234,000)
  Withdrawal payments on:
    Fixed annuity contracts...........................       (60,577,000)       (25,292,000)
    Guaranteed investment contracts...................        (4,200,000)        (5,711,000)
  Claims and annuity payments on fixed annuity
   contracts..........................................        (7,202,000)        (8,741,000)
  Net receipts from (repayments of) other short-term
   financings.........................................      (131,379,000)        10,308,000
  Capital contributions received......................        27,387,000         28,411,000
  Dividend paid.......................................                --                 --
                                                        ----------------   ----------------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES......      (150,300,000)       247,734,000
                                                        ----------------   ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of:
    Bonds, notes and redeemable preferred stocks......      (230,071,000)    (1,068,608,000)
    Mortgage loans....................................                --        (25,124,000)
    Other investments, excluding short-term
     investments......................................        (2,698,000)        (3,108,000)
  Sales of:
    Bonds, notes and reedeemable preferred stocks.....       186,979,000        833,249,000
    Real estate.......................................                --                 --
    Other investments, excluding short-term
     investments......................................         1,397,000            856,000
  Redemptions and maturities of:
    Bonds, notes and redeemable preferred stocks......        44,943,000         67,201,000
    Mortgage loans....................................         1,428,000          2,806,000
    Other investments, excluding short-term
     investments......................................         2,658,000          4,221,000
                                                        ----------------   ----------------
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES......         4,636,000       (188,507,000)
                                                        ----------------   ----------------
NET INCREASE (DECREASE) IN CASH AND SHORT-TERM
 INVESTMENTS..........................................      (121,923,000)        74,084,000
CASH AND SHORT-TERM INVESTMENTS AT BEGINNING OF
 PERIOD...............................................       249,209,000        122,058,000
                                                        ----------------   ----------------
CASH AND SHORT-TERM INVESTMENTS AT END OF PERIOD......  $    127,286,000   $    196,142,000
                                                        ----------------   ----------------
                                                        ----------------   ----------------
Supplemental cash flow information:
  Interest paid on indebtedness.......................  $        661,000   $        288,000
                                                        ----------------   ----------------
                                                        ----------------   ----------------
  Net income taxes paid (recovered)...................  $      4,247,000   $      4,584,000
                                                        ----------------   ----------------
                                                        ----------------   ----------------
</TABLE>
 
                             See accompanying notes
 
                                       41
<PAGE>
                     ANCHOR NATIONAL LIFE INSURANCE COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
1.  NATURE OF OPERATIONS
 
Anchor  National  Life  Insurance  Company (the  "Company")  is  a  wholly owned
indirect subsidiary  of  SunAmerica, Inc.  (the  "Parent"). The  Company  is  an
Arizona-domiciled  life insurance company and, on a consolidated basis, conducts
its business  through  three  segments:  annuity  operations,  asset  management
operations and broker-dealer operations. Annuity operations include the sale and
administration  of  fixed  and  variable  annuities  and  guaranteed  investment
contracts. Asset management operations, which include the sale and management of
mutual funds, is  conducted by SunAmerica  Asset Management Corp.  Broker-dealer
operations  include the sale of securities  and financial services products, and
is conducted by Royal Alliance Associates, Inc.
 
The operations of the Company are influenced by many factors, including  general
economic conditions, monetary and fiscal policies of the federal government, and
policies  of state and other  regulatory authorities. The level  of sales of the
Company's financial products  is influenced by  many factors, including  general
market  rates of interest; strength, weakness  and volatility of equity markets;
and terms and conditions of competing financial products. The Company is exposed
to the  typical  risks normally  associated  with a  portfolio  of  fixed-income
securities,  namely  interest  rate,  option, liquidity  and  credit  risks. The
Company controls its  exposure to these  risks by, among  other things,  closely
monitoring  and matching the duration of  its assets and liabilities, monitoring
and limiting prepayment and extension risk in its portfolio, maintaining a large
percentage of  its portfolio  in highly  liquid securities,  and engaging  in  a
disciplined  process of underwriting, reviewing  and monitoring credit risk. The
Company also  is exposed  to market  risk, as  market volatility  may result  in
reduced  fee income in  the case of assets  managed in mutual  funds and held in
separate accounts.
 
2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
BASIS OF PRESENTATION:  The accompanying consolidated financial statements  have
been  prepared in accordance  with generally accepted  accounting principles and
include the accounts of  the Company and all  of its wholly owned  subsidiaries.
All  significant  intercompany  accounts  and  transactions  are  eliminated  in
consolidation. Certain 1995 and 1994  amounts have been reclassified to  conform
with the 1996 presentation.
 
The  preparation of financial  statements in conformity  with generally accepted
accounting principles requires the use of estimates and assumptions that  affect
the  amounts reported  in the financial  statements and  the accompanying notes.
Actual results could differ from those estimates.
 
RECENTLY ISSUED ACCOUNTING STANDARDS:   Effective October  1, 1993, the  Company
adopted  the provisions of Statement of  Financial Accounting Standards No. 109,
"Accounting for Income Taxes." Accordingly, the cumulative effect of this change
in accounting for income taxes was recorded  on October 1, 1993 to increase  the
liability for Deferred Income Taxes by $20,463,000.
 
INVESTMENTS:  Cash and short-term investments primarily include cash, commercial
paper,  money  market  investments, repurchase  agreements  and  short-term bank
participations. All such investments are carried at cost plus accrued  interest,
which  approximates fair value, have maturities of  three months or less and are
considered cash equivalents for purposes of reporting cash flows.
 
Bonds, notes  and redeemable  preferred  stocks available  for sale  and  common
stocks  are carried at aggregate  fair value and changes  in unrealized gains or
losses, net of tax,  are credited or charged  directly to shareholder's  equity.
Bonds,  notes and redeemable preferred stocks held for investment (the "Held for
Investment Portfolio") are carried at amortized  cost. On December 1, 1995,  the
Company reassessed the appropriateness of classifying a portion of its portfolio
of  bonds, notes  and redeemable preferred  stocks as held  for investment. This
reassessment was made pursuant to the provisions of "Special Report: A Guide  to
Implementation  of Statement 115  on Accounting for  Certain Investments in Debt
and Equity Securities," issued  by the Financial  Accounting Standards Board  in
November  1995. As a result of its reassessment, the Company reclassified all of
its Held for Investment  Portfolio as available for  sale. At December 1,  1995,
the  amortized cost of the Held for Investment Portfolio aggregated $157,830,000
and its fair value  was $166,215,000. Upon  reclassification, the resulting  net
unrealized  gain of $8,385,000 was credited to Net Unrealized Losses on Debt and
Equity Securities Available for Sale in the shareholder's equity section of  the
balance sheet.
 
Bonds,  notes  and  redeemable preferred  stocks  are reduced  to  estimated net
realizable value when  necessary for declines  in value considered  to be  other
than  temporary. Estimates  of net  realizable value  are subjective  and actual
realization will be dependent upon future events.
 
                                       42
<PAGE>
                     ANCHOR NATIONAL LIFE INSURANCE COMPANY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Mortgage loans are carried at amortized  unpaid balances, net of provisions  for
estimated  losses. Real estate  is carried at  the lower of  cost or fair value.
Other invested assets  include investments  in limited  partnerships, which  are
accounted  for  by  using  the  cost  method  of  accounting;  separate  account
investments; leveraged  leases;  policy  loans,  which  are  carried  at  unpaid
balances; and collateralized mortgage obligation residuals.
 
Realized  gains  and  losses  on  the  sale  of  investments  are  recognized in
operations at  the date  of sale  and  are determined  using the  specific  cost
identification  method. Premiums and  discounts on investments  are amortized to
investment income using the  interest method over the  contractual lives of  the
investments.
 
DEFERRED   ACQUISITION  COSTS:    Policy  acquisition  costs  are  deferred  and
amortized, with interest, over the estimated lives of the contracts in  relation
to  the present  value of  estimated gross  profits, which  are composed  of net
interest income,  net realized  investment gains  and losses,  variable  annuity
fees,  surrender charges and  direct administrative expenses.  Costs incurred to
sell mutual funds are  also deferred and amortized  over the estimated lives  of
the  funds obtained. Deferred acquisition costs consist of commissions and other
costs  that  vary  with,  and  are  primarily  related  to,  the  production  or
acquisition of new business.
 
As  debt and equity securities available for  sale are carried at aggregate fair
value, an adjustment is made to  deferred acquisition costs equal to the  change
in  amortization that would have been recorded  if such securities had been sold
at their stated  aggregate fair  value and  the proceeds  reinvested at  current
yields.  The change in this adjustment, net  of tax, is included with the change
in net unrealized gains  or losses on debt  and equity securities available  for
sale  that is  credited or  charged directly  to shareholder's  equity. Deferred
Acquisition Costs have been increased by  $4,200,000 at September 30, 1996,  and
by $4,600,000 at September 30, 1995 for this adjustment.
 
VARIABLE  ANNUITY ASSETS AND LIABILITIES:   The assets and liabilities resulting
from the  receipt  of  variable  annuity premiums  are  segregated  in  separate
accounts.  The Company receives  administrative fees for  managing the funds and
other fees  for assuming  mortality and  certain expense  risks. Such  fees  are
included in Variable Annuity Fees in the income statement.
 
GOODWILL:    Goodwill,  amounting  to  $19,478,000  at  September  30,  1996, is
amortized by using the straight-line method over periods averaging 25 years  and
is included in Other Assets in the balance sheet.
 
CONTRACTHOLDER  RESERVES:   Contractholder reserves for  fixed annuity contracts
and  guaranteed  investment  contracts  are  accounted  for  as  investment-type
contracts in accordance with Statement of Financial Accounting Standards No. 97,
"Accounting  and Reporting  by Insurance  Enterprises for  Certain Long-Duration
Contracts and for Realized Gains and  Losses from the Sale of Investments,"  and
are  recorded at  accumulated value  (premiums received,  plus accrued interest,
less withdrawals and assessed fees).
 
FEE INCOME:   Variable annuity fees  and asset management  fees are recorded  in
income  as  earned.  Net retained  commissions  are  recognized as  income  on a
trade-date basis.
 
INCOME TAXES:  The  Company is included in  the consolidated federal income  tax
return  of  the  Parent  and  files as  a  "life  insurance  company"  under the
provisions of  the  Internal  Revenue  Code of  1986.  Income  taxes  have  been
calculated as if the Company filed a separate return. Deferred income tax assets
and  liabilities  are  recognized  based  on  the  difference  between financial
statement carrying amounts and income tax bases of assets and liabilities  using
enacted income tax rates and laws.
 
                                       43
<PAGE>
                     ANCHOR NATIONAL LIFE INSURANCE COMPANY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
3.  INVESTMENTS
 
The  amortized  cost and  estimated fair  value of  bonds, notes  and redeemable
preferred stocks available for  sale and held for  investment by major  category
follow:
 
<TABLE>
<CAPTION>
                                                                                                   ESTIMATED FAIR
                                                                                  AMORTIZED COST        VALUE
                                                                                  ---------------  ---------------
<S>                                                                               <C>              <C>
AT SEPTEMBER 30, 1996:
AVAILABLE FOR SALE:
  Securities of the United States Government....................................  $   311,458,000  $   304,538,000
  Mortgage-backed securities....................................................      747,653,000      741,876,000
  Securities of public utilities................................................        3,684,000        3,672,000
  Corporate bonds and notes ....................................................      590,071,000      591,148,000
  Redeemable preferred stocks...................................................        9,064,000        8,664,000
  Other debt securities.........................................................      339,094,000      337,373,000
                                                                                  ---------------  ---------------
  Total available for sale......................................................  $ 2,001,024,000  $ 1,987,271,000
                                                                                  ---------------  ---------------
                                                                                  ---------------  ---------------
AT SEPTEMBER 30, 1995:
AVAILABLE FOR SALE:
  Securities of the United States Government....................................  $    59,756,000  $    60,258,000
  Mortgage-backed securities....................................................    1,121,064,000    1,110,676,000
  Securities of public utilities................................................          792,000          774,000
  Corporate bonds and notes.....................................................      290,924,000      288,883,000
  Redeemable preferred stocks...................................................        3,945,000        4,937,000
  Other debt securities ........................................................       23,581,000       23,685,000
                                                                                  ---------------  ---------------
  Total available for sale......................................................  $ 1,500,062,000  $ 1,489,213,000
                                                                                  ---------------  ---------------
                                                                                  ---------------  ---------------
HELD FOR INVESTMENT:
  Securities of the United States Government....................................  $    10,379,000  $    10,797,000
  Mortgage-backed securities....................................................        8,378,000        8,378,000
  Corporate bonds and notes.....................................................      105,980,000      112,665,000
  Other debt securities.........................................................       33,164,000       33,164,000
                                                                                  ---------------  ---------------
  Total held for investment.....................................................  $   157,901,000  $   165,004,000
                                                                                  ---------------  ---------------
                                                                                  ---------------  ---------------
</TABLE>
 
The  amortized  cost and  estimated fair  value of  bonds, notes  and redeemable
preferred stocks available for sale by contractual maturity, as of September 30,
1996, follow:
 
<TABLE>
<CAPTION>
                                                                                                   ESTIMATED FAIR
                                                                                  AMORTIZED COST        VALUE
                                                                                  ---------------  ---------------
<S>                                                                               <C>              <C>
AVAILABLE FOR SALE:
  Due in one year or less.......................................................  $    18,792,000  $    19,357,000
  Due after one year through five years.........................................      505,564,000      499,163,000
  Due after five years through ten years........................................      378,249,000      378,250,000
  Due after ten years...........................................................      350,766,000      348,625,000
  Mortgage-backed securities....................................................      747,653,000      741,876,000
                                                                                  ---------------  ---------------
  Total available for sale......................................................  $ 2,001,024,000  $ 1,987,271,000
                                                                                  ---------------  ---------------
                                                                                  ---------------  ---------------
</TABLE>
 
Actual maturities of bonds,  notes and redeemable  preferred stocks will  differ
from those shown above due to prepayments and redemptions.
 
                                       44
<PAGE>
                     ANCHOR NATIONAL LIFE INSURANCE COMPANY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
3.  INVESTMENTS (CONTINUED)
Gross  unrealized  gains and  losses on  bonds,  notes and  redeemable preferred
stocks available for sale and held for investment by major category follow:
 
<TABLE>
<CAPTION>
                                                                                          GROSS          GROSS
                                                                                        UNREALIZED    UNREALIZED
                                                                                          GAINS         LOSSES
                                                                                       ------------  -------------
<S>                                                                                    <C>           <C>
AT SEPTEMBER 30, 1996:
AVAILABLE FOR SALE:
  Securities of the United States Government.........................................  $    284,000  $  (7,204,000)
  Mortgage-backed securities.........................................................     7,734,000    (13,511,000)
  Securities of public utilities.....................................................         1,000        (13,000)
  Corporate bonds and notes..........................................................    11,709,000    (10,632,000)
  Redeemable preferred stocks........................................................        16,000       (416,000)
  Other debt securities..............................................................       431,000     (2,152,000)
                                                                                       ------------  -------------
  Total available for sale...........................................................  $ 20,175,000  $ (33,928,000)
                                                                                       ------------  -------------
                                                                                       ------------  -------------
AT SEPTEMBER 30, 1995:
AVAILABLE FOR SALE:
  Securities of the United States Government.........................................  $    553,000  $     (51,000)
  Mortgage-backed securities.........................................................    12,013,000    (22,401,000)
  Securities of public utilities.....................................................       --             (18,000)
  Corporate bonds and notes..........................................................     5,344,000     (7,385,000)
  Redeemable preferred stocks........................................................       992,000       --
  Other debt securities..............................................................       104,000       --
                                                                                       ------------  -------------
  Total available for sale...........................................................  $ 19,006,000  $ (29,855,000)
                                                                                       ------------  -------------
                                                                                       ------------  -------------
HELD FOR INVESTMENT:
  Securities of the United States Government.........................................  $    432,000  $     (14,000)
  Corporate bonds and notes..........................................................     6,685,000       --
                                                                                       ------------  -------------
  Total held for investment..........................................................  $  7,117,000  $     (14,000)
                                                                                       ------------  -------------
                                                                                       ------------  -------------
</TABLE>
 
At September 30, 1996,  gross unrealized gains  on equity securities  aggregated
$1,368,000  and gross  unrealized losses  aggregated $309,000.  At September 30,
1995, gross  unrealized gains  on equity  securities aggregated  $1,082,000  and
gross unrealized losses aggregated $3,561,000.
 
                                       45
<PAGE>
                     ANCHOR NATIONAL LIFE INSURANCE COMPANY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
3.  INVESTMENTS (CONTINUED)
Gross  realized investment gains and losses on sales of all types of investments
are as follows:
 
<TABLE>
<CAPTION>
                                                                                YEARS ENDED SEPTEMBER 30,
                                                                       -------------------------------------------
                                                                           1996           1995           1994
                                                                       -------------  -------------  -------------
<S>                                                                    <C>            <C>            <C>
BONDS, NOTES AND REDEEMABLE
 PREFERRED STOCKS:
  Available for sale:
    Realized gains ..................................................  $  14,532,000  $  15,983,000  $  12,760,000
    Realized losses..................................................    (10,432,000)   (21,842,000)   (31,066,000)
  Held for investment:
    Realized gains ..................................................       --            2,413,000        890,000
    Realized losses .................................................       --             (586,000)    (1,913,000)
EQUITIES:
  Realized gains.....................................................        511,000        994,000        467,000
  Realized losses....................................................     (3,151,000)      (114,000)      (303,000)
OTHER INVESTMENTS:
  Realized gains ....................................................      1,135,000      3,561,000       --
  Realized losses....................................................     (1,729,000)       (12,000)      (358,000)
IMPAIRMENT WRITEDOWNS................................................    (14,221,000)    (4,760,000)   (14,190,000)
                                                                       -------------  -------------  -------------
Total net realized investment losses.................................  $ (13,355,000) $  (4,363,000) $ (33,713,000)
                                                                       -------------  -------------  -------------
                                                                       -------------  -------------  -------------
</TABLE>
 
The sources and related amounts of investment income are as follows:
 
<TABLE>
<CAPTION>
                                                                               YEARS ENDED SEPTEMBER 30,
                                                                      -------------------------------------------
                                                                          1996           1995           1994
                                                                      -------------  -------------  -------------
<S>                                                                   <C>            <C>            <C>
Short-term investments..............................................  $  10,647,000  $   8,308,000  $   4,648,000
Bonds, notes and redeemable preferred stocks........................    140,387,000    107,643,000     98,935,000
Mortgage loans......................................................      8,701,000      7,419,000     12,133,000
Common stocks.......................................................          8,000          3,000          1,000
Real estate.........................................................       (196,000)       (51,000)     1,379,000
Limited partnerships................................................      4,073,000      5,128,000      9,487,000
Other invested assets...............................................      1,011,000      1,016,000      1,175,000
                                                                      -------------  -------------  -------------
      Total investment income.......................................  $ 164,631,000  $ 129,466,000  $ 127,758,000
                                                                      -------------  -------------  -------------
                                                                      -------------  -------------  -------------
</TABLE>
 
Expenses incurred to manage the investment portfolio amounted to $1,737,000  for
the  year ended September 30, 1996, $1,983,000  for the year ended September 30,
1995, and $1,714,000 for the year ended  September 30, 1994 and are included  in
General and Administrative Expenses in the income statement.
 
At  September 30, 1996, no investment exceeded 10% of the Company's consolidated
shareholder's equity.
 
At September 30, 1996, mortgage loans were collateralized by properties  located
in  11 states, with  loans totaling approximately 21%  of the aggregate carrying
value of the portfolio secured by properties located in Colorado,  approximately
17%  by properties  located in  New Jersey  and approximately  14% by properties
located in  California.  No  more than  12%  of  the portfolio  was  secured  by
properties in any other single state.
 
At  September 30,  1996, bonds, notes  and redeemable  preferred stocks included
$160,801,000 (fair value, $160,158,000) of  bond and notes not rated  investment
grade  by either Standard & Poor's  Corporation, Moody's Investors Service, Duff
and Phelps Credit  Rating Co., Fitch  Investor Service, Inc.  or under  National
Association  of Insurance Commissioners' guidelines. The Company had no material
concentrations of non-investment-grade assets at September 30, 1996.
 
                                       46
<PAGE>
                     ANCHOR NATIONAL LIFE INSURANCE COMPANY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
3.  INVESTMENTS (CONTINUED)
At September 30, 1996, the  amortized cost of investments  in default as to  the
payment  of principal  or interest was  $3,115,000, consisting  of $1,580,000 of
non-investment-grade bonds and $1,535,000 of mortgage loans. Such  nonperforming
investments had an estimated fair value of $2,935,000.
 
At  September 30, 1996, $6,486,000 of bonds,  at amortized cost, were on deposit
with regulatory authorities in accordance with statutory requirements.
 
The Company has undertaken to dispose of certain real estate investments, having
an aggregate carrying value of $28,410,000, during the next year, to  affiliated
or  nonaffiliated parties, and  the Parent has guaranteed  that the Company will
receive its  current  carrying  value  for  these  assets.  (This  guaranty  was
terminated on December 31, 1996. See Note 11--"Subsequent Event").
 
4.  FAIR VALUE OF FINANCIAL INSTRUMENTS
 
The  following  estimated  fair  value  disclosures  are  limited  to reasonable
estimates of the  fair value of  only the Company's  financial instruments.  The
disclosures   do  not  address  the  value   of  the  Company's  recognized  and
unrecognized nonfinancial assets  (including its other  invested assets,  equity
investments  and  real  estate  investments) and  liabilities  or  the  value of
anticipated future  business. The  Company does  not plan  to sell  most of  its
assets or settle most of its liabilities at these estimated fair values.
 
The  fair value of a financial instrument  is the amount at which the instrument
could be exchanged in a current transaction between willing parties, other  than
in  a forced or liquidation  sale. Selling expenses and  potential taxes are not
included. The  estimated  fair value  amounts  were determined  using  available
market   information,   current  pricing   information  and   various  valuation
methodologies. If  quoted  market  prices  were  not  readily  available  for  a
financial   instrument,   management   determined  an   estimated   fair  value.
Accordingly, the estimates may  not be indicative of  the amounts the  financial
instruments could be exchanged for in a current or future market transaction.
 
The  following methods and assumptions  were used to estimate  the fair value of
each class of financial instruments for which it is practicable to estimate that
value:
 
CASH AND  SHORT  TERM  INVESTMENTS:    Carrying value  is  considered  to  be  a
reasonable estimate of fair value.
 
BONDS,  NOTES AND REDEEMABLE PREFERRED STOCKS:   Fair value is based principally
on  independent   pricing  services,   broker  quotes   and  other   independent
information.
 
MORTGAGE LOANS:  Fair values are primarily determined by discounting future cash
flows to the present at current market rates, using expected prepayment rates.
 
VARIABLE  ANNUITY ASSETS:   Variable  annuity assets  are carried  at the market
value of the underlying securities.
 
RECEIVABLE FROM (PAYABLE TO) BROKERS FOR SALES (PURCHASES) OF SECURITIES:   Such
obligations  represent net  transactions of  a short-term  nature for  which the
carrying value is considered a reasonable estimate of fair value.
 
RESERVES FOR FIXED  ANNUITY CONTRACTS:   Deferred annuity  contracts and  single
premium  life contracts are assigned a fair value equal to current net surrender
value. Annuitized contracts are valued based on the present value of future cash
flows at current pricing rates.
 
RESERVES FOR  GUARANTEED INVESTMENT  CONTRACTS:   Fair  value  is based  on  the
present value of future cash flows at current pricing rates.
 
VARIABLE  ANNUITY LIABILITIES:   Fair  values of  contracts in  the accumulation
phase are based on net surrender values. Fair values of contracts in the  payout
phase  are based on the present value of future cash flows at assumed investment
rates.
 
SUBORDINATED NOTES PAYABLE  TO PARENT:   Fair value  is estimated  based on  the
quoted market prices for similar issues.
 
                                       47
<PAGE>
                     ANCHOR NATIONAL LIFE INSURANCE COMPANY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
 
4.  FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
 
The  estimated fair values  of the Company's  financial instruments at September
30, 1996  and 1995,  compared  with their  respective  carrying values,  are  as
follows:
 
<TABLE>
<CAPTION>
                                                                         CARRYING VALUE     FAIR VALUE
                                                                         ---------------  ---------------
<S>                                                                      <C>              <C>
1996:
 
ASSETS:
  Cash and short-term investments......................................  $   122,058,000  $   122,058,000
  Bonds, notes and redeemable preferred stocks.........................    1,987,271,000    1,987,271,000
  Mortgage loans.......................................................       98,284,000      102,112,000
  Receivable from brokers for sales of securities......................       52,348,000       52,348,000
  Variable annuity assets..............................................    6,311,557,000    6,311,557,000
 
LIABILITIES:
  Reserves for fixed annuity contracts.................................    1,789,962,000    1,738,784,000
  Reserves for guaranteed investment contracts.........................      415,544,000      416,695,000
  Variable annuity liabilities.........................................    6,311,557,000    6,117,508,000
  Subordinated notes payable to Parent.................................       35,832,000       37,339,000
                                                                         ---------------  ---------------
                                                                         ---------------  ---------------
1995:
 
ASSETS:
  Cash and short-term investments......................................  $   249,209,000  $   249,209,000
  Bonds, notes and redeemable preferred stocks.........................    1,647,114,000    1,654,217,000
  Mortgage loans.......................................................       94,260,000       95,598,000
  Variable annuity assets..............................................    5,230,246,000    5,230,246,000
 
LIABILITIES:
  Reserves for fixed annuity contracts.................................    1,497,052,000    1,473,757,000
  Reserves for guaranteed investment contracts.........................      277,095,000      277,095,000
  Payable to brokers for purchases of securities.......................      155,861,000      155,861,000
  Variable annuity liabilities.........................................    5,230,246,000    5,077,257,000
  Subordinated notes payable to Parent.................................       35,832,000       34,620,000
                                                                         ---------------  ---------------
                                                                         ---------------  ---------------
</TABLE>
 
5.  SUBORDINATED NOTES PAYABLE TO PARENT
 
Subordinated  notes payable to Parent averaged $35,832,000 at a weighted average
interest rate of 8.71% (with rates ranging from 7% to 9%) at September 30,  1996
and  require principal  payments of $5,272,000  in 1997, $7,500,000  in 1998 and
$23,060,000 in 1999.
 
6.  CONTINGENT LIABILITIES
 
The Company  has entered  into two  agreements in  which it  has guaranteed  the
liquidity  of certain short-term securities of two municipalities by agreeing to
purchase such securities in the event there is no other buyer in the  short-term
marketplace.  In return the Company receives a fee. These guarantees total up to
$182,600,000. Management does  not anticipate  any material  future losses  with
respect to these guarantees.
 
The Company is involved in various kinds of litigation common to its businesses.
These  cases  are in  various stages  of  development and,  based on  reports of
counsel, management  believes  that provisions  made  for potential  losses  are
adequate  and any further liabilities and costs will not have a material adverse
impact upon the Company's financial position or results of operations.
 
7.  SHAREHOLDER'S EQUITY
 
The Company is authorized to issue 4,000  shares of its $1,000 par value  Common
Stock. At September 30, 1996, 1995 and 1994, 3,511 shares are outstanding.
 
                                       48
<PAGE>
                     ANCHOR NATIONAL LIFE INSURANCE COMPANY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
7.  SHAREHOLDER'S EQUITY (CONTINUED)
Changes in shareholder's equity are as follows:
 
<TABLE>
<CAPTION>
                                                                      YEARS ENDED SEPTEMBER 30,
                                                             -------------------------------------------
                                                                 1996           1995           1994
                                                             -------------  -------------  -------------
<S>                                                          <C>            <C>            <C>
ADDITIONAL PAID-IN CAPITAL:
  Beginning balance........................................  $ 252,876,000  $ 252,876,000  $ 252,876,000
  Capital contributions received...........................     27,387,000       --             --
                                                             -------------  -------------  -------------
  Ending balance...........................................  $ 280,263,000  $ 252,876,000  $ 252,876,000
                                                             -------------  -------------  -------------
                                                             -------------  -------------  -------------
RETAINED EARNINGS:
  Beginning balance........................................  $ 191,346,000  $ 152,088,000  $ 127,936,000
  Net income...............................................     45,056,000     39,258,000     24,152,000
  Dividend paid............................................    (29,400,000)      --             --
                                                             -------------  -------------  -------------
  Ending balance...........................................  $ 207,002,000  $ 191,346,000  $ 152,088,000
                                                             -------------  -------------  -------------
                                                             -------------  -------------  -------------
</TABLE>
 
<TABLE>
<CAPTION>
                                                                       YEARS ENDED SEPTEMBER 30,
                                                              -------------------------------------------
                                                                  1996           1995           1994
                                                              -------------  -------------  -------------
<S>                                                           <C>            <C>            <C>
NET UNREALIZED LOSSES ON DEBT AND EQUITY SECURITIES
 AVAILABLE FOR SALE:
  Beginning balance.........................................  $  (5,673,000) $ (24,953,000) $ (13,230,000)
  Change in net unrealized gains/losses on debt securities
   available for sale.......................................     (2,904,000)    71,302,000    (69,407,000)
  Change in net unrealized gains/losses on equity securities
   available for sale.......................................      3,538,000     (1,240,000)      (753,000)
  Change in adjustment to deferred acquisition costs........       (400,000)   (40,400,000)    45,000,000
  Tax effects of net changes................................        (82,000)   (10,382,000)    13,437,000
                                                              -------------  -------------  -------------
  Ending balance............................................  $  (5,521,000) $  (5,673,000) $ (24,953,000)
                                                              -------------  -------------  -------------
                                                              -------------  -------------  -------------
</TABLE>
 
Dividends  that the Company may pay to its shareholder in any year without prior
approval of the  Arizona Department  of Insurance  are limited  by statute.  The
maximum  amount  of dividends  which can  be paid  to shareholders  of insurance
companies domiciled in the state of Arizona without obtaining the prior approval
of the Insurance  Commissioner is limited  to the  lesser of either  10% of  the
preceding  year's Statutory Surplus  or the preceding  year's statutory net gain
from operations. A dividend in the amount  of $29,400,000 was paid on March  18,
1996. No dividends were paid in fiscal years 1995 or 1994.
 
Under  statutory  accounting  principles  utilized  in  filings  with  insurance
regulatory authorities,  the Company's  net  income for  the nine  months  ended
September  30, 1996 was $21,898,000. The statutory net income for the year ended
December 31, 1995 was $30,673,000 and for  the year ended December 31, 1994  was
$35,060,000.  The Company's  statutory capital  and surplus  was $282,275,000 at
September 30,  1996,  $294,767,000 at  December  31, 1995  and  $219,577,000  at
December 31, 1994.
 
                                       49
<PAGE>
                     ANCHOR NATIONAL LIFE INSURANCE COMPANY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
8.  INCOME TAXES
 
The  components  of the  provisions for  federal income  taxes on  pretax income
consist of the following:
 
<TABLE>
<CAPTION>
                                                                NET REALIZED
                                                                 INVESTMENT
                                                                    GAINS
                                                                  (LOSSES)      OPERATIONS      TOTAL
                                                                -------------  ------------  ------------
<S>                                                             <C>            <C>           <C>
1996:
 
Currently payable.............................................  $   5,754,000  $ 21,849,000  $ 27,603,000
Deferred......................................................    (10,347,000)    6,996,000    (3,351,000)
                                                                -------------  ------------  ------------
Total income tax expense......................................  $  (4,593,000) $ 28,845,000  $ 24,252,000
                                                                -------------  ------------  ------------
                                                                -------------  ------------  ------------
1995:
 
Currently payable.............................................  $   4,248,000  $ 22,980,000  $ 27,228,000
Deferred......................................................     (6,113,000)    4,624,000    (1,489,000)
                                                                -------------  ------------  ------------
Total income tax expense......................................  $  (1,865,000) $ 27,604,000  $ 25,739,000
                                                                -------------  ------------  ------------
                                                                -------------  ------------  ------------
1994:
 
Currently payable.............................................  $  (6,825,000) $ 10,135,000  $  3,310,000
Deferred......................................................     (1,320,000)   20,715,000    19,395,000
                                                                -------------  ------------  ------------
Total income tax expense......................................  $  (8,145,000) $ 30,850,000  $ 22,705,000
                                                                -------------  ------------  ------------
                                                                -------------  ------------  ------------
</TABLE>
 
Income taxes computed at the  United States federal income  tax rate of 35%  and
income taxes provided differ as follows:
 
<TABLE>
<CAPTION>
                                                                        YEARS ENDED SEPTEMBER 30,
                                                                 ----------------------------------------
                                                                     1996          1995          1994
                                                                 ------------  ------------  ------------
<S>                                                              <C>           <C>           <C>
Amount computed at statutory rate..............................  $ 24,258,000  $ 22,749,000  $ 23,562,000
Increases (decreases) resulting from:
  Amortization of differences between book and tax bases of net
   assets acquired.............................................       464,000     3,049,000       465,000
  State income taxes, net of federal tax benefit...............     2,070,000       437,000      (662,000)
  Dividends-received deduction.................................    (2,357,000)      --            --
  Tax credits..................................................      (257,000)     (168,000)     (612,000)
  Other, net...................................................        74,000      (328,000)      (48,000)
                                                                 ------------  ------------  ------------
Total income tax expense.......................................  $ 24,252,000  $ 25,739,000  $ 22,705,000
                                                                 ------------  ------------  ------------
                                                                 ------------  ------------  ------------
</TABLE>
 
For  United  States  federal  income tax  purposes,  certain  amounts  from life
insurance operations  are accumulated  in  a memorandum  policyholders'  surplus
account and are taxed only when distributed to shareholders or when such account
exceeds   prescribed   limits.  The   accumulated  policyholders'   surplus  was
$14,300,000  at  September  30,  1996.  The  Company  does  not  anticipate  any
transactions which would cause any part of this surplus to be taxable.
 
                                       50
<PAGE>
                     ANCHOR NATIONAL LIFE INSURANCE COMPANY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
8.  INCOME TAXES (CONTINUED)
Deferred  income  taxes reflect  the net  tax  effects of  temporary differences
between the carrying amounts of  assets and liabilities for financial  reporting
purposes and the amounts used for income tax reporting purposes. The significant
components of the liability for Deferred Income Taxes are as follows:
 
<TABLE>
<CAPTION>
                                                                           SEPTEMBER 30,
                                                                    ----------------------------
                                                                        1996           1995
                                                                    -------------  -------------
<S>                                                                 <C>            <C>
DEFERRED TAX LIABILITIES:
Investments.......................................................  $  15,036,000  $  14,181,000
Deferred acquisition costs........................................    136,747,000    118,544,000
State income taxes................................................      1,466,000      1,847,000
                                                                    -------------  -------------
Total deferred tax liabilities....................................    153,249,000    134,572,000
                                                                    -------------  -------------
DEFERRED TAX ASSETS:
Contractholder reserves...........................................    (77,522,000)   (55,910,000)
Guaranty fund assessments.........................................     (1,031,000)    (1,123,000)
Other assets......................................................     (1,534,000)    (1,025,000)
Net unrealized losses on certain debt and equity securities.......     (2,973,000)    (3,055,000)
                                                                    -------------  -------------
Total deferred tax assets.........................................    (83,060,000)   (61,113,000)
                                                                    -------------  -------------
Deferred income taxes.............................................  $  70,189,000  $  73,459,000
                                                                    -------------  -------------
                                                                    -------------  -------------
</TABLE>
 
9.  RELATED PARTY MATTERS
 
The Company pays commissions to two affiliated companies, SunAmerica Securities,
Inc.  and Advantage Capital  Corp. These broker-dealers  represent a significant
portion of the Company's business,  amounting to approximately 15.6%, 14.1%  and
14.5%  of premiums  in 1996,  1995 and  1994, respectively.  Commissions paid to
these broker-dealers  totaled  $16,906,000  in  1996,  $9,435,000  in  1995  and
$9,725,000 in 1994.
 
The   Company  purchases  administrative,   investment  management,  accounting,
marketing and data  processing services from  SunAmerica Financial, Inc.,  whose
purpose  is to  provide services to  the SunAmerica companies.  Amounts paid for
such services  totaled  $65,351,000  for  the year  ended  September  30,  1996,
$42,083,000  for the year ended September 30,  1995 and $36,934,000 for the year
ended  September  30,   1994.  Such   amounts  are  included   in  General   and
Administrative Expenses in the income statement.
 
On  December 31, 1995, the Parent made a $27,387,000 capital contribution to the
Company, through the Company's direct parent, in exchange for the termination of
its guaranty with respect to certain real estate owned in Arizona.  Accordingly,
the  Company reduced the  carrying value of  this real estate  to estimated fair
value to reflect  the termination  of the guaranty.  On December  31, 1996,  the
Parent  made a similar capital contribution  for $28,410,000 in exchange for the
termination of the remaining guaranty with respect to such real estate.
 
During the year ended September  30, 1995, the Company  sold to the Parent  real
estate for cash equal to its carrying value of $29,761,000.
 
During  the year  ended September  30, 1996,  the Company  sold various invested
assets to the Parent, SunAmerica Life Insurance Company and Ford Life  Insurance
Company  ("Ford") for  cash equal  to their  current market  values of $274,000,
$8,968,000 and $38,353,000,  respectively. The  Company recorded  net losses  of
$3,000 on such transactions.
 
During  the year  ended September 30,  1996, the Company  also purchased certain
invested assets from SunAmerica Life Insurance  Company and Ford for cash  equal
to their current market values of $5,159,000 and $23,220,000, respectively.
 
                                       51
<PAGE>
                     ANCHOR NATIONAL LIFE INSURANCE COMPANY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
 
10. BUSINESS SEGMENTS
 
Summarized data for the Company's business segments follow:
 
<TABLE>
<CAPTION>
                                                                 TOTAL
                                                              DEPRECIATION
                                                                  AND
                                                   TOTAL      AMORTIZATION     PRETAX
                                                 REVENUES       EXPENSE        INCOME      TOTAL ASSETS
                                               -------------  ------------  ------------  ---------------
<S>                                            <C>            <C>           <C>           <C>
1996:
 
Annuity operations...........................  $ 250,645,000  $ 43,974,000  $ 53,827,000  $ 9,092,770,000
Asset management.............................     29,711,000    18,295,000     2,448,000       74,410,000
Broker-dealer operations.....................     31,851,000       449,000    13,033,000       37,355,000
                                               -------------  ------------  ------------  ---------------
Total........................................  $ 312,207,000  $ 62,718,000  $ 69,308,000  $ 9,204,535,000
                                               -------------  ------------  ------------  ---------------
                                               -------------  ------------  ------------  ---------------
1995:
 
Annuity operations...........................  $ 205,698,000  $ 38,350,000  $ 55,462,000  $ 7,667,946,000
Asset management.............................     30,253,000    24,069,000       510,000       86,510,000
Broker-dealer operations.....................     24,366,000       411,000     9,025,000       29,241,000
                                               -------------  ------------  ------------  ---------------
Total........................................  $ 260,317,000  $ 62,830,000  $ 64,997,000  $ 7,783,697,000
                                               -------------  ------------  ------------  ---------------
                                               -------------  ------------  ------------  ---------------
1994:
 
Annuity operations...........................  $ 171,553,000  $ 26,501,000  $ 52,284,000  $ 6,473,065,000
Asset management.............................     32,803,000    19,330,000     7,916,000      102,192,000
Broker-dealer operations.....................     20,914,000       408,000     7,120,000       26,869,000
                                               -------------  ------------  ------------  ---------------
Total........................................  $ 225,270,000  $ 46,239,000  $ 67,320,000  $ 6,602,126,000
                                               -------------  ------------  ------------  ---------------
                                               -------------  ------------  ------------  ---------------
</TABLE>
 
11. SUBSEQUENT EVENT (UNAUDITED)
 
On  December 31, 1996, the Parent made  a capital contribution of $28,410,000 to
the Company through the Company's direct parent, in exchange for the termination
of its guaranty  with respect to  the remainder  of the land  owned in  Arizona.
Accordingly,  on December  31, 1996, the  Company reduced the  carrying value of
this land to estimated fair value to reflect the termination of the guaranty.
 
                                       52
<PAGE>
APPENDIX A - MARKET VALUE ADJUSTMENT
- --------------------------------------------------------------------------------
 
The  Market Value  Adjustment reflects the  impact that  changing interest rates
have on the value  of money invested  at a fixed interest  rate. The longer  the
period of time remaining in the term you initially agreed to leave your money in
the  fixed  investment  option,  the  greater the  impact  of  the  Market Value
Adjustment. The impact of the Market Value Adjustment can be either positive  or
negative,  and is computed  by multiplying the  amount withdrawn, transferred or
annuitized by the following factor:
 
                                               N/12
                          [(1+I)/ (1+J+0.005*)]     -1
 
where:
 
                I is the Guarantee Rate you are earning on the money invested in
the fixed investment option;
 
                J is the Guarantee Rate then currently available for the  period
of  time equal to the number of years remaining in the term you initially agreed
to leave your money in the fixed investment option; and
 
                N is  the  number of  full  months  remaining in  the  term  you
initially agreed to leave your money in the fixed investment option.
 
* if you live in the state of Pennsylvania this number will be zero.
 
EXAMPLES OF THE MARKET VALUE ADJUSTMENT
 
The examples below assume the following:
 
    (1)  You made an initial Purchase Payment of $10,000 and allocated it to the
ten year fixed investment option at a Guarantee Rate of 7%;
 
    (2) You make a  partial withdrawal of  $4,000 when 2  1/2 years (30  months)
remain  in the  ten year term  you initially agreed  to leave your  money in the
fixed investment option (N=30);
 
    (3) you have not made any other transfers, additional Purchase Payments,  or
withdrawals.
 
No  withdrawal  charges  are reflected  in  the examples  because  your Purchase
Payment has been in the contract for more than 7 full years.
 
NEGATIVE ADJUSTMENT:
 
Assume that on the date  of withdrawal, the Guarantee Rate  in effect for a  new
investment in the three year (rounded up to the next full year) fixed investment
option is 8%:
 
The Market Value Adjustment factor is equal to:
                N/12
[(1+I)/(1+J+.005)]     -1
                 30/12
[(1.07)/(1.08+.005)]      -1
         2.5
(0.986175)    -1
0.965795-1
- -0.034205
 
The  requested withdrawal  amount is multiplied  by the  Market Value Adjustment
factor to determine the Market Value Adjustment:
 
                         $4,000 X (-0.034205)= -$136.82
 
$136.82 represents the Market  Value Adjustment that will  be deducted from  the
remaining money in the ten year fixed investment option.
 
POSITIVE ADJUSTMENT:
 
Assume  that on the date  of withdrawal, the Guarantee Rate  in effect for a new
investment in the three year (rounded up to the next full year) fixed investment
option is 6%:
 
The Market Value Adjustment factor is equal to:
                            N/12
           [(1+I)/(1+J+.005)]     -1
                            30/12
           [(1.07)/(1.06+.005)]      -1
                    2.5
           (1.004695)    -1
           1.011778-1
           +0.011778
 
The requested withdrawal  amount is  multiplied by the  Market Value  Adjustment
factor to determine the Market Value Adjustment:
 
                            $4,000 X .011778= +47.11
 
$47.11  represents  the Market  Value  Adjustment that  would  be added  to your
withdrawal.
 
                                       53
<PAGE>
APPENDIX B - PREMIUM TAXES
- --------------------------------------------------------------------------------
 
Premium taxes vary  according to  the state and  are subject  to change  without
notice.  In many states, there is no tax  at all. Listed below are the tax rates
payable on premiums in effect in those  states that assess a premium tax, as  of
the date of this prospectus. For current information you should consult your tax
advisor.   Additionally,  please   see  Section  5   "Expenses"  for  additional
information on Premium Taxes.
 
<TABLE>
<CAPTION>
                                                                                  QUALIFIED    NON-QUALIFIED
STATE                                                                             CONTRACT       CONTRACT
- -------------------------------------------------------------------------------  -----------  ---------------
<S>                                                                              <C>          <C>
California.....................................................................         .50%          2.35%
District of Columbia...........................................................        2.25%          2.25%
Kansas.........................................................................           0%             2%
Kentucky.......................................................................           2%             2%
Maine..........................................................................           0%             2%
Michigan.......................................................................      .00075%        .00075%
Nevada.........................................................................           0%           3.5%
South Dakota...................................................................           0%          1.25%
West Virginia..................................................................           1%             1%
Wyoming........................................................................           0%             1%
</TABLE>
 
                                       54
<PAGE>
Please  forward  a  copy  (without  charge)  of  the  Statement  of   Additional
Information concerning SEASONS Variable Annuity Contracts to:
 
              (Please print or type and fill in all information.)
 
- --------------------------------------------------------------------------------
 
          Name
 
- --------------------------------------------------------------------------------
 
          Address
 
- --------------------------------------------------------------------------------
 
          City/State/Zip
 
- --------------------------------------------------------------------------------
 
Date: ________________________________  Signed: ________________________________
 
Return  to: Anchor National Life Insurance Company, Annuity Service Center, P.O.
Box 54299, Los Angeles, California 90054-0299.
<PAGE>
                      STATEMENT OF ADDITIONAL INFORMATION
 
                       FIXED AND VARIABLE GROUP DEFERRED
                          ANNUITY CONTRACTS ISSUED BY
 
                         VARIABLE ANNUITY ACCOUNT FIVE
               DEPOSITOR: ANCHOR NATIONAL LIFE INSURANCE COMPANY
 
    This Statement of Additional Information is not a prospectus; it should be
read with the prospectus relating to the annuity contracts described above, a
copy of which may be obtained without charge by calling 800/445-SUN2 or by
written request addressed to:
 
                     Anchor National Life Insurance Company
                             Annuity Service Center
                                 P.O. Box 54299
                       Los Angeles, California 90054-0299
 
            THE DATE OF THIS STATEMENT OF ADDITIONAL INFORMATION IS
                                 April 3, 1997.
<PAGE>
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                             ---------
<S>                                                                                                          <C>
Separate Account...........................................................................................          3
General Account............................................................................................          3
Performance Data...........................................................................................          4
Annuity Payments...........................................................................................          4
Annuity Unit Values........................................................................................          5
Taxes......................................................................................................          6
Distribution of Contracts..................................................................................          9
Financial Statements.......................................................................................         10
</TABLE>
 
                                       2
<PAGE>
                                SEPARATE ACCOUNT
 
Variable Annuity Account Five was originally established by Anchor National Life
Insurance Company (the "Company") on July 3, 1996 pursuant to the provisions of
Arizona law, as a segregated asset account of the Company. The separate account
meets the definition of a "separate account" under the federal securities laws
and is registered with the SEC as a unit investment trust under the Investment
Company Act of 1940. This registration does not involve supervision of the
management of the separate account or the Company by the SEC.
 
The assets of the separate account are the property of the Company. However, the
assets of the separate account, equal to its reserves and other contract
liabilities, are not chargeable with liabilities arising out of any other
business the Company may conduct.
 
Income, gains, and losses, whether or not realized, from assets allocated to the
separate account are credited to or charged against the separate account without
regard to other income, gains, or losses of the Company.
 
The separate account is divided into STRATEGIES, with the assets of each
STRATEGY invested in the shares of one or more underlying investment portfolios.
The Company does not guarantee the investment performance of the separate
account, its STRATEGIES or the underlying investment portfolios. Values
allocated to the separate account and the amount of variable annuity payments
will vary with the values of shares of the underlying investment portfolios, and
are also reduced by insurance charges and fees.
 
The basic objective of a variable annuity contract is to provide variable
annuity payments which will be to some degree responsive to changes in the
economic environment, including inflationary forces and changes in rates of
return available from various types of investments. The contract is designed to
seek to accomplish this objective by providing that variable annuity payments
will reflect the investment performance of the separate account with respect to
amounts allocated to it both before and after the Annuity Date. Since the
separate account is always fully invested in shares of the underlying investment
portfolios, its investment performance reflects the investment performance of
those entities. The values of such shares held by the separate account fluctuate
and are subject to the risks of changing economic conditions as well as the risk
inherent in the ability of the underlying funds' managements to make necessary
changes in their STRATEGIES to anticipate changes in economic conditions.
Therefore, the owner bears the entire investment risk that the basic objectives
of the contract may not be realized, and that the adverse effects of inflation
may not be lessened. There can be no assurance that the aggregate amount of
variable annuity payments will equal or exceed the Purchase Payments made with
respect to a particular account for the reasons described above, or because of
the premature death of an Annuitant.
 
Another important feature of the contract related to its basic objective is the
Company's promise that the dollar amount of variable annuity payments made
during the lifetime of the Annuitant will not be adversely affected by the
actual mortality experience of the Company or the actual expenses incurred by
the Company in excess of expense deductions provided for in the contract
(although the Company does not guarantee the amounts of the variable annuity
payments).
 
                                GENERAL ACCOUNT
 
The General Account is made up of all of the general assets of the Company other
than those allocated to the separate account or any other segregated asset
account of the Company. A Purchase Payment may be allocated to the one, three,
five, seven or ten year fixed investment option available in connection with the
general account, as elected by the owner purchasing a contract. Assets
supporting amounts allocated to a fixed investment option become part of the
Company's general account assets and are available to fund the claims of all
classes of customers of the Company, as well as of its creditors. Accordingly,
all of the Company's assets held in the general account will be available to
fund the Company's obligations under the contracts as well as such other claims.
 
The Company will invest the assets of the general account in the manner chosen
by the Company and allowed by applicable state laws regarding the nature and
quality of investments that may be made by life insurance companies and the
percentage of their assets that may be committed to any particular type of
 
                                       3
<PAGE>
investment. In general, these laws permit investments, within specified limits
and subject to certain qualifications, in federal, state and municipal
obligations, corporate bonds, preferred and common stocks, real estate
mortgages, real estate and certain other investments.
 
                                PERFORMANCE DATA
 
The Separate Account may advertise "total return" data for its STRATEGIES. Total
return figures are based on historical data and are not intended to indicate
future performance. The "total return" for a STRATEGY is a computed rate of
return that, when compounded annually over a stated period of time and applied
to a hypothetical initial investment in a Contract funded by that STRATEGY made
at the beginning of the period, will produce the same contract value at the end
of the period that the hypothetical investment would have produced over the same
period (assuming a complete redemption of the contract at the end of the
period.) The effect of applicable Withdrawal Charges due to the assumed
redemption will be reflected in the return figures, but may be omitted in
additional return figures given for comparison.
 
                n
          P(1+T) = ERV
 
where:        P = a hypothetical initial payment of $1,000
              T = average annual total return
              n = number of years
 
            ERV = redeemable value of a hypothetical $1,000 payment made at the
                  beginning of the 1, 5, or 10 year period as of the end of the
                  period (or fractional portion thereof).
 
The total return figures reflect the effect of both non-recurring and recurring
charges. The applicable Withdrawal Charge (if any) is deducted as of the end of
the period, to reflect the effect of the assumed complete redemption. Total
return figures are derived from historical data and are not intended to be a
projection of future performance.
 
                                ANNUITY PAYMENTS
 
INITIAL ANNUITY PAYMENT
 
The initial annuity payment is determined by taking the contract value, less any
premium tax, less any Market Value Adjustment that may apply in the case of a
premature annuitization of CERTAIN Guarantee Amounts, and then applying it to
the annuity table specified in the contract. Those tables are based on a set
amount per $1,000 of proceeds applied. The appropriate rate must be determined
by the sex (except where, as in the case of certian Qualified contracts and
other employer-sponsored retirement plans, such classification is not permitted)
and age of the Annuitant and designated second person, if any.
 
The dollars applied are then divided by 1,000 and the result multiplied by the
appropriate annuity factor appearing in the table to compute the amount of the
first monthly annuity payment. In the case of a variable annuity, that amount is
divided by the value of an Annuity Unit as of the Annuity Date to establish the
number of Annuity Units representing each variable annuity payment. The number
of Annuity Units determined for the first variable annuity payment remains
constant for the second and subsequent monthly variable annuity payments,
assuming that no reallocation of contract values is made.
 
SUBSEQUENT MONTHLY PAYMENTS
 
For a fixed annuity, the amount of the second and each subsequent monthly
annuity payment is the same as that determined above for the first monthly
payment.
 
The amount of the second and each subsequent monthly variable annuity payment is
determined by multiplying the number of Annuity Units, as determined in
connection with the determination of the initial monthly payment, above, by the
Annuity Unit Value as of the day preceding the date on which each annuity
payment is due.
 
                                       4
<PAGE>
                              ANNUITY UNIT VALUES
 
The value of an Annuity Unit is determined independently for each STRATEGY.
 
The annuity tables contained in the contract are based on a 3.5% per annum
assumed investment rate. If the actual net investment rate experienced by a
STRATEGY exceeds 3.5%, variable annuity payments derived from allocations to
that STRATEGY will increase over time. Conversely, if the actual rate is less
than 3.5%, variable annuity payments will decrease over time. If the net
investment rate equals 3.5%, the variable annuity payments will remain constant.
If a higher assumed investment rate had been used, the initial monthly payment
would be higher, but the actual net investment rate would also have to be higher
in order for annuity payments to increase (or not to decrease).
 
The payee receives the value of a fixed number of Annuity Units each month. The
value of a fixed number of Annuity Units will reflect the investment performance
of the STRATEGIES elected, and the amount of each annuity payment will vary
accordingly.
 
For each STRATEGY, the value of an Annuity Unit is determined by multiplying the
Annuity Unit value for the preceding month by the Net Investment Factor for the
month for which the Annuity Unit value is being calculated. The result is then
multiplied by a second factor which offsets the effect of the assumed net
investment rate of 3.5% per annum which is assumed in the annuity tables
contained in the contract.
 
NET INVESTMENT FACTOR
 
The Net Investment Factor ("NIF") is an index applied to measure the net
investment performance of a STRATEGY from one month to the next. The NIF may be
greater or less than or equal to one; therefore, the value of an Annuity Unit
may increase, decrease or remain the same.
 
The NIF for any STRATEGY for a certain month is determined by dividing (a) by
(b) where:
 
    (a)is the Accumulation Unit value of the STRATEGY determined as of the end
       of that month, and
 
    (b)is the Accumulation Unit value of the STRATEGY determined as of the end
       of the preceding month.
 
The NIF for a STRATEGY for a given month is a measure of the net investment
performance of the STRATEGY from the end of the prior month to the end of the
given month. A NIF of 1.000 results from no change; a NIF greater than 1.000
results from an increase; and a NIF less than 1.000 results from a decrease. The
NIF is increased (or decreased) in accordance with the increases (or decreases,
respectively) in the value of the shares of the underlying investment portfolios
in which the STRATEGY invests; it is also reduced by separate account asset
charges.
 
ILLUSTRATIVE EXAMPLE
 
Assume that one share of a given STRATEGY had an Accumulation Unit value of
$11.46 as of the close of the New York Stock Exchange ("NYSE") on the last
business day in September; that its Accumulation Unit value had been $11.44 at
the close of the NYSE on the last business day at the end of the previous month.
The NIF for the month of September is:
 
                                    NIF= ($11.46/$11.44)
                                      = 1.00174825
 
ILLUSTRATIVE EXAMPLE
 
The change in Annuity Unit value for a STRATEGY from one month to the next is
determined in part by multiplying the Annuity Unit value at the prior month end
by the NIF for that STRATEGY for the new month. In addition, however, the result
of that computation must also be multiplied by an additional factor that takes
into account, and neutralizes, the assumed investment rate of 3.5 percent per
annum upon which
 
                                       5
<PAGE>
the annuity payment tables are based. For example, if the net investment rate
for a STRATEGY (reflected in the NIF) were equal to the assumed investment rate,
the variable annuity payments should remain constant (i.e., the Annuity Unit
value should not change). The monthly factor that neutralizes the assumed
investment rate of 3.5 percent per annum is:
 
                        1/[(1.035)^(1/12)] = 0.99713732
 
In the example given above, if the Annuity Unit value for the STRATEGY was
$10.103523 on the last business day in August, the Annuity Unit value on the
last business day in September would have been:
 
               $10.103523 x 1.00174825 x 0.99713732 = $10.092213
 
                           VARIABLE ANNUITY PAYMENTS
 
ILLUSTRATIVE EXAMPLE
 
    Assume that a male owner, P, owns a contract in connection with which P has
allocated all of his contract value to a single STRATEGY. P is also the sole
Annuitant and, at age 60, has elected to annuitize his contract as a life
annuity with 120 monthly payments guaranteed. As of the last valuation preceding
the Annuity Date, P's Account was credited with 7543.2456 Accumulation Units
each having a value of $15.432655, (i.e., P's Account Value is equal to
7543.2456 x $15.432655 = $116,412.31). Assume also that the Annuity Unit value
for the STRATEGY on that same date is $13.256932, and that the Annuity Unit
value on the day immediately prior to the second annuity payment date is
$13.327695.
 
P's first variable annuity payment is determined from the annuity rate tables in
P's contract, using the information assumed above. From the tables, which supply
monthly annuity payments for each $1,000 of applied contract value, P's first
variable annuity payment is determined by multiplying the monthly installment of
$5.42 (Option 4 tables, male Annuitant age 60 at the Annuity Date) by the result
of dividing P's account value by $1,000:
 
             First Payment = $5.42 x ($116,412.31/$1,000) = $630.95
 
The number of P's Annuity Units (which will be fixed; i.e., it will not change
unless he transfers his Account to another Account) is also determined at this
time and is equal to the amount of the first variable annuity payment divided by
the value of an Annuity Unit on the day immediately prior to annuitization:
 
                 Annuity Units = $630.95/$13.256932 = 47.593968
 
P's second variable annuity payment is determined by multiplying the number of
Annuity Units by the Annuity Unit value as of the day immediately prior to the
second payment due date:
 
               Second Payment = 47.593968 x $13.327695 = $634.32
 
The third and subsequent variable annuity payments are computed in a manner
similar to the second variable annuity payment.
 
Note that the amount of the first variable annuity payment depends on the
contract value in the relevant STRATEGY on the Annuity Date and thus reflects
the investment performance of the STRATEGY net of fees and charges during the
Accumulation Phase. The amount of that payment determines the number of Annuity
Units, which will remain constant during the Annuity Phase (assuming no
transfers from the STRATEGY). The net investment performance of the STRATEGY
during the Annuity Phase is reflected in continuing changes during this phase in
the Annuity Unit value, which determines the amounts of the second and
subsequent variable annuity payments.
 
                                     TAXES
 
GENERAL
 
    Section 72 of the Internal Revenue Code of 1986, as amended (the "Code")
governs taxation of annuities in general. A contract owner is not taxed on
increases in the value of a contract until distribution occurs, either in the
form of a non-annuity distribution or as annuity payments under the annuity
payment option elected. For a lump sum payment received as a total surrender
(total redemption), the recipient is
 
                                       6
<PAGE>
taxed on the portion of the payment that exceeds the cost basis of the contract.
For a payment received as a withdrawal (partial redemption), federal tax
liability is determined on a last-in, first-out basis, meaning taxable income is
withdrawn before the cost basis of the contract is withdrawn. For contracts
issued in connection with Non-qualified plans, the cost basis is generally the
Purchase Payments, while for contracts issued in connection with Qualified plans
there may be no cost basis. The taxable portion of the lump sum payment is taxed
at ordinary income tax rates. Tax penalties may also apply.
 
For annuity payments, the taxable portion is determined by a formula which
establishes the ratio that the cost basis of the contract bears to the total
value of annuity payments for the term of the annuity contract. The taxable
portion is taxed at ordinary income tax rates. Contract owners, Annuitants and
Beneficiaries under the contracts should seek competent financial advice about
the tax consequences of distributions under the retirement plan under which the
contracts are purchased.
 
The Company is taxed as a life insurance company under the Code. For federal
income tax purposes, the separate account is not a separate entity from the
Company and its operations form a part of the Company.
 
WITHHOLDING TAX ON DISTRIBUTIONS
 
The Code generally requires the Company (or, in some cases, a plan
administrator) to withhold tax on the taxable portion of any distribution or
withdrawal from a contract. For "eligible rollover distributions" from contracts
issued under certain types of Qualified plans, 20% of the distribution must be
withheld, unless the payee elects to have the distribution "rolled over" to
another eligible plan in a direct "trustee to trustee" transfer. This
requirement is mandatory and cannot be waived by the owner. Withholding on other
types of distributions can be waived.
 
An "eligible rollover distribution" is the estimated taxable portion of any
amount received by a covered employee from a plan qualified under Section 401(a)
or 403(a) of the Code, or from a tax-sheltered annuity qualified under Section
403(b) of the Code (other than (1) annuity payments for the life (or life
expectancy) of the employee, or joint lives (or joint life expectancies) of the
employee and his or her designated Beneficiary, or for a specified period of ten
years or more; and (2) distributions required to be made under the Code).
Failure to "roll over" the entire amount of an eligible rollover distribution
(including an amount equal to the 20% portion of the distribution that was
withheld) could have adverse tax consequences, including the imposition of a
penalty tax on premature withdrawals, described later in this section.
 
Withdrawals or distributions from a contract other than eligible rollover
distributions are also subject to withholding on the estimated taxable portion
of the distribution, but the owner may elect in such cases to waive the
withholding requirement. If not waived, withholding is imposed (1) for periodic
payments, at the rate that would be imposed if the payments were wages, or (2)
for other distributions, at the rate of 10%. If no withholding exemption
certificate is in effect for the payee, the rate under (1) above is computed by
treating the payee as a married individual claiming 3 withholding exemptions.
 
DIVERSIFICATION -- SEPARATE ACCOUNT INVESTMENTS
 
Section 817(h) of the Code imposes certain diversification standards on the
underlying assets of variable annuity contracts. The Code provides that a
variable annuity contract will not be treated as an annuity contract for any
period (and any subsequent period) for which the investments are not adequately
diversified, in accordance with regulations prescribed by the United States
Treasury Department ("Treasury Department"). Disqualification of the contract as
an annuity contract would result in imposition of federal income tax to the
owner with respect to earnings allocable to the contract prior to the receipt of
payments under the contract. The Code contains a safe harbor provision which
provides that annuity contracts such as the contracts meet the diversification
requirements if, as of the close of each calendar quarter, the underlying assets
meet the diversification standards for a regulated investment company, and no
more than 55% of the total assets consist of cash, cash items, U.S. government
securities and securities of other regulated investment companies.
 
The Treasury Department has issued regulations which establish diversification
requirements for the investment portfolios underlying annuity variable contracts
such as the contracts. The regulations amplify
 
                                       7
<PAGE>
the diversification requirements for variable annuity contracts set forth in the
Code and provide an alternative to the safe harbor provision described above.
Under the regulations an investment portfolio will be deemed adequately
diversified if (1) no more than 55% of the value of the total assets of the
portfolio is represented by any one investment; (2) no more than 70% of the
value of the total assets of the portfolio is represented by any two
investments; (3) no more than 80% of the value of the total assets of the
portfolio is represented by any three investments; and (4) no more than 90% of
the value of the total assets of the portfolio is represented by any four
investments. For purposes of determining whether or not the diversification
standards imposed on the underlying assets of variable contracts by Section
817(h) of the Code have been met, "each United States government agency or
instrumentality shall be treated as a separate issuer."
 
MULTIPLE CONTRACTS
 
Multiple annuity contracts which are issued within a calendar year to the same
contract owner by one company or its affiliates are treated as one annuity
contract for purposes of determining the tax consequences of any distribution.
Such treatment may result in adverse tax consequences including more rapid
taxation of the distributed amounts from such multiple contracts. The Company
believes that Congress intended to affect the purchase of multiple deferred
annuity contracts which may have been purchased to avoid withdrawal income tax
treatment. Owners should consult a tax adviser prior to purchasing more than one
annuity contract in any calendar year.
 
TAX TREATMENT OF ASSIGNMENTS
 
An assignment of a contract may have tax consequences, and may also be
prohibited by ERISA in some circumstances. Owners should therefore consult
competent legal advisers should they wish to assign their contracts.
 
QUALIFIED PLANS
 
The contracts offered by this prospectus are designed to be suitable for use
under various types of Qualified plans. Taxation of owners in each Qualified
plan varies with the type of plan and terms and conditions of each specific
plan. Owners, Annuitants and Beneficiaries are cautioned that benefits under a
Qualified plan may be subject to the terms and conditions of the plan,
regardless of the terms and conditions of the contracts issued pursuant to the
plan.
 
Following are general descriptions of the types of Qualified plans with which
the contracts may be used. Such descriptions are not exhaustive and are for
general information purposes only. The tax rules regarding Qualified plans are
very complex and will have differing applications depending on individual facts
and circumstances. Each purchaser should obtain competent tax advice prior to
purchasing a contract issued under a Qualified plan.
 
Contracts issued pursuant to Qualified plans include special provisions
restricting contract provisions that may otherwise be available and described in
this prospectus. Generally, contracts issued pursuant to Qualified plans are not
transferable except upon surrender or annuitization. Various penalty and excise
taxes may apply to contributions or distributions made in violation of
applicable limitations. Furthermore, certain withdrawal penalties and
restrictions may apply to surrenders from Qualified contracts.
 
(A) H.R. 10 PLANS
 
Section 401 of the Code permits self-employed individuals to establish Qualified
plans for themselves and their employees, commonly referred to as "H.R. 10" or
"Keogh" Plans. Contributions made to the plan for the benefit of the employees
will not be included in the gross income of the employees until distributed from
the plan. The tax consequences to owners may vary depending upon the particular
plan design. However, the Code places limitations and restrictions on all plans
on such items as: amounts of allowable contributions; form, manner and timing of
distributions; vesting and nonforfeitability of interests; nondiscrimination in
 
                                       8
<PAGE>
eligibility and participation; and the tax treatment of distributions,
withdrawals and surrenders. Purchasers of contracts for use with an H.R. 10 Plan
should obtain competent tax advice as to the tax treatment and suitability of
such an investment.
 
(B) TAX-SHELTERED ANNUITIES
 
Section 403(b) of the Code permits the purchase of "tax-sheltered annuities" by
public schools and certain charitable, education and scientific organizations
described in Section 501(c)(3) of the Code. These qualifying employers may make
contributions to the contracts for the benefit of their employees. Such
contributions are not includible in the gross income of the employee until the
employee receives distributions from the contract. The amount of contributions
to the tax-sheltered annuity is limited to certain maximums imposed by the Code.
Furthermore, the Code sets forth additional restrictions governing such items as
transferability, distributions, non-discrimination and withdrawals. Any employee
should obtain competent tax advice as to the tax treatment and suitability of
such an investment.
 
(C) INDIVIDUAL RETIREMENT ANNUITIES
 
Section 408(b) of the Code permits eligible individuals to contribute to an
individual retirement program known as an "Individual Retirement Annuity"
("IRA"). Under applicable limitations, certain amounts may be contributed to an
IRA which will be deductible from the individual's gross income. These IRAs are
subject to limitations on eligibility, contributions, transferability and
distributions. Sales of contracts for use with IRAs are subject to special
requirements imposed by the Code, including the requirement that certain
informational disclosure be given to persons desiring to establish an IRA.
Purchasers of contracts to be qualified as IRAs should obtain competent tax
advice as to the tax treatment and suitability of such an investment.
 
(D) CORPORATE PENSION AND PROFIT-SHARING PLANS
 
Sections 401(a) and 401(k) of the Code permit corporate employers to establish
various types of retirement plans for employees. These retirement plans may
permit the purchase of the contracts to provide benefits under the plan.
Contributions to the plan for the benefit of employees will not be includible in
the gross income of the employee until distributed from the plan. The tax
consequences to owners may vary depending upon the particular plan design.
However, the Code places limitations on all plans on such items as amount of
allowable contributions; form, manner and timing of distributions; vesting and
nonforfeitability of interests; nondiscrimination in eligibility and
participation; and the tax treatment of distributions, withdrawals and
surrenders. Purchasers of contracts for use with corporate pension or profit
sharing plans should obtain competent tax advice as to the tax treatment and
suitability of such an investment.
 
(E) DEFERRED COMPENSATION PLANS -- SECTION 457
 
Under Section 457 of the Code, governmental and certain other tax-exempt
employers may establish, for the benefit of their employees, deferred
compensation plans which may invest in annuity contracts. The Code, as in the
case of Qualified plans, establishes limitations and restrictions on
eligibility, contributions and distributions. Under these plans, contributions
made for the benefit of the employees will not be includible in the employees'
gross income until distributed from the plan. However, under a 457 plan all the
plan assets shall remain solely the property of the employer, subject only to
the claims of the employer's general creditors until such time as made available
to an owner or a Beneficiary.
 
                           DISTRIBUTION OF CONTRACTS
 
The contracts are offered through SunAmerica Capital Services, Inc., located at
733 Third Avenue, 4th Floor, New York, New York 10017. SunAmerica Capital
Services, Inc. is registered as a broker-dealer under the Securities Exchange
Act of 1934, as amended, and is a member of the National Association of
Securities Dealers, Inc. The Company and SunAmerica Capital Services, Inc. are
each an indirect wholly owned subsidiary of SunAmerica Inc.
 
Contracts are offered on a continuous basis.
 
                                       9
<PAGE>
                              FINANCIAL STATEMENTS
 
The audited consolidated financial statements of the Company as of September 30,
1996 and 1995 and for each of the three years in the period ended September 30,
1996 are presented in the prospectus. The consolidated financial statements of
the Company should be considered only as bearing on the ability of the Company
to meet its obligation under the contracts.
 
Price Waterhouse LLP, 400 South Hope Street, Los Angeles, California 90071,
serves as the independent accountants for the Separate Account and the Company.
The financial statements of the Company as of September 30, 1996 and 1995 and
for each of the three years in the period ended September 30, 1996 have been so
included in reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
 
The consolidated unaudited interim financial information of the Company for the
three months ended December 31, 1995 and 1996 are also presented in the
prospectus. This interim financial information should be considered only as
bearing on the ability of the Company to meet its obligation under the
Contracts.
 
As of the date of this Statement of Additional Information, the sale of
contracts had not commenced and the STRATEGIES had no assets. Therefore, no
financial statements with respect to the Separate Account are presented in this
Statement of Additional Information.
 
                                       10
<PAGE>
                          PART C -- OTHER INFORMATION
 
ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS
 
    (a)Financial Statements
 
The following financial statements are included in Part A of the Registration
Statement:
 
       Consolidated financial statements of Anchor National Life Insurance
       Company
 
The following financial statements are included in Part B of the Registration
Statement:
 
       None
 
(B)  EXHIBITS
 
<TABLE>
<S>        <C>                                                            <C>
(1)        Resolutions Establishing Separate Account....................  Filed Herewith
(2)        Form of Custody Agreement....................................  Filed Herewith
(3)        (a) Distribution Agreement...................................  Filed Herewith
           (b) Form of Selling Agreement................................  Filed Herewith
(4)        (a) Allocated Fixed and Variable Group Annuity Certificate...  Filed Herewith
           (b) Individual Fixed and Variable Annuity Contract...........  Filed Herewith
(5)        (a) Participant Enrollment Form..............................  Filed Herewith
           (b) Deferred Annuity Application.............................  Filed Herewith
(6)        Depositor -- Corporate Documents
           (a) Certificate of Incorporation.............................  Filed Herewith
           (b) By-Laws..................................................  Filed Herewith
(7)        Reinsurance Contract.........................................  Not Applicable
(8)        Fund Participation Agreement.................................  Filed Herewith
(9)        Opinion of Counsel...........................................  Filed Herewith
           Consent of Counsel...........................................  Filed Herewith
(10)       Consent of Independent Accountants...........................  Filed Herewith
(11)       Financial Statements Omitted from Item 23....................  None
(12)       Initial Capitalization Agreement.............................  Not Applicable
(13)       Performance Computations.....................................  Not Applicable
(14)       Diagram and Listing of All Persons Directly or Indirectly
            Controlled By or Under Common Control with Anchor National
            Life Insurance Company, the Depositor of Registrant.........  Filed Herewith
(15)       Powers of Attorney...........................................  Previously
                                                                          Filed
(27)       Financial Data Schedule......................................  Not Applicable
</TABLE>
 
ITEM 25.  DIRECTORS AND OFFICERS OF THE DEPOSITOR
 
    The officers and directors of Anchor National Life Insurance Company are
listed below. Their
principal business address is 1 SunAmerica Center, Los Angeles, California
90067-6022, unless
otherwise noted.
 
<TABLE>
<CAPTION>
NAME                        POSITION
- --------------------------  ---------------------------------------------------------------------------------
<S>                         <C>
Eli Broad                   Chairman, President and Chief Executive Officer
Jay S. Wintrob              Director and Executive Vice President
Joseph M. Tumbler           Director and Executive Vice President
Jana W. Greer               Director and Senior Vice President
Peter McMillan              Director
James R. Belardi            Director and Senior Vice President
Lorin M. Fife               Director, Senior Vice President, General Counsel and Assistant Secretary
Susan L. Harris             Director, Senior Vice President and Secretary
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NAME                        POSITION
- --------------------------  ---------------------------------------------------------------------------------
<S>                         <C>
Scott L. Robinson           Director and Senior Vice President
Victor E. Akin              Senior Vice President
N. Scott Gillis             Senior Vice President and Controller
Edwin R. Reoliquio          Senior Vice President and Chief Actuary
James W. Rowan              Senior Vice President
J. Franklin Grey            Vice President
Keith B. Jones              Vice President
Michael L. Lindquist        Vice President
Edward P. Nolan*            Vice President
Gregory M. Outcalt          Vice President
Scott H. Richland           Vice President and Treasurer
</TABLE>
 
- ------------------------
* 88 Bradley Road, P.O. Box 4005, Woodbridge, Connecticut 06525
 
ITEM 26.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH DEPOSITOR OR
REGISTRANT
 
    The Registrant is a separate account of Anchor National Life Insurance
Company (Depositor).
For a complete listing and diagram of all persons directly or indirectly
controlled by or under common
control with the Depositor or Registrant, see Exhibit 14 which is incorporated
herein by reference.
 
ITEM 27.  NUMBER OF CONTRACT OWNERS
 
    None.
 
ITEM 28.  INDEMNIFICATION
 
    None.
 
ITEM 29.  PRINCIPAL UNDERWRITER
 
    SunAmerica Capital Services, Inc. serves as distributor to the Registrant.
 
Its principal business address is 733 Third Avenue, 4th Floor, New York, New
York 10017. The following are the directors and officers of SunAmerica Capital
Services, Inc.
 
<TABLE>
<CAPTION>
NAME                                                 POSITION WITH DISTRIBUTOR
- ---------------------------------------------------  ---------------------------------------------------
<S>                                                  <C>
Peter A. Harbeck                                     President
Robert M. Zakem                                      Executive Vice President, General
                                                      Counsel & Assistant Secretary
Enrique Lopez-Balboa                                 Vice President
Steven Rothstein                                     Treasurer
Susan L. Harris                                      Secretary
Lorin M. Fife                                        Assistant Secretary
</TABLE>
 
<TABLE>
<CAPTION>
                                                   NET DISTRIBUTION    COMPENSATION ON
                                                     DISCOUNTS AND      REDEMPTION OR      BROKERAGE
NAME OF DISTRIBUTOR                                   COMMISSIONS       ANNUITIZATION     COMMISSIONS    COMMISSIONS*
- -------------------------------------------------  -----------------  -----------------  -------------  ---------------
<S>                                                <C>                <C>                <C>            <C>
SunAmerica Capital Services, Inc.                           None               None             None            None
</TABLE>
 
- ------------------------
* Distribution fee is paid by Anchor National Life Insurance Company.
 
ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS
 
    Anchor National Life Insurance Company, the Depositor for the Registrant, is
located at 1 SunAmerica Center, Los Angeles, California 90067-6022. SunAmerica
Capital Services, Inc., the distributor of the Contracts, is located at 733
Third Avenue, New York, New York 10017. Each maintains those accounts and
records required to be maintained by it pursuant to Section 31(a) of the
Investment Company Act and the rules promulgated thereunder.
 
State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts
02100, maintains certain accounts and records pursuant to the instructions of
the Registrant.
<PAGE>
ITEM 31.  MANAGEMENT SERVICES
 
    Not Applicable.
 
ITEM 32.  UNDERTAKINGS
 
    Registrant undertakes to (1) file post-effective amendments to this
Registration Statement as frequently as is necessary to ensure that the audited
financial statements in the Registration Statement are never more than 16 months
old for so long as payments under the variable annuity Contracts may be
accepted; (2) include either (A) as part of any application to purchase a
Contract offered by the prospectus forming a part of the Registration Statement,
a space that an applicant can check to request a Statement of Additional
Information, or (B) a postcard or similar written communication affixed to or
included in the Prospectus that the Applicant can remove to send for a Statement
of Additional Information; and (3) deliver a Statement of Additional Information
and any financial statements required to be made available under this Form N-4
promptly upon written or oral request.
 
The Company hereby represents that the fees and charges deducted under the
contract, in the aggregate, are reasonable in relation to the services rendered,
the expenses expected to be incurred, and the risks assumed by the insurance
company.
 
ITEM 33.  REPRESENTATION
 
    The Company hereby represents that it is relying upon a No-Action Letter
issued to the American Council of Life Insurance dated November 28, 1988
(Commission ref. IP-6-88) and that the following provisions have been complied
with:
 
    1. Include appropriate disclosure regarding the redemption restrictions
       imposed by Section 403(b)(11) in each registration statement, including
       the prospectus, used in connection with the offer of the contract;
 
    2. Include appropriate disclosure regarding the redemption restrictions
       imposed by Section 403(b)(11) in any sales literature used in connection
       with the offer of the contract;
 
    3. Instruct sales representatives who solicit participants to purchase the
       contract specifically to bring the redemption restrictions imposed by
       Section 403(b)(11) to the attention of the potential participants;
 
    4. Obtain from each plan participant who purchases a Section 403(b) annuity
       contract, prior to or at the time of such purchase, a signed statement
       acknowledging the participant's understanding of (1) the restrictions on
       redemption imposed by Section 403(b)(11), and (2) other investment
       alternatives available under the employer's Section 403(b) arrangement to
       which the participant may elect to transfer his contract value.


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