ACACIA NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT II
N-4 EL/A, 1996-08-22
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<PAGE>   1


                                                File Nos. 333-03963, 811-07627
                                                          ---------  ---------
   
     As filed with the Securities and Exchange Commission on August 22, 1996
    

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                    FORM N-4

            Registration Statement Under the Securities Act of 1933      / /
   
                       Pre-Effective Amendment No.   2                   /X/
                                                    ----
    

                       Post-Effective Amendment No.                      / /

                                  and/or

        Registration Statement Under the Investment Company Act of 1940  / /
   
                                   Amendment No.     2                   /X/
                                                    ----
    

                       (Check appropriate box or boxes.)

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

              ACACIA NATIONAL VARIABLE ANNUITY SEPARATE ACCOUNT II
                           (Exact Name of Registrant)

                     ACACIA NATIONAL LIFE INSURANCE COMPANY
                              (Name of Depositor)

                           51 Louisiana Avenue, N.W.
                            Washington, D.C.  20001
              (Address of Depositor's Principal Executive Office)

                 Depositor's Telephone Number:  (800) 369-9407

                          Ellen Jane Abromson, Esquire
                     Acacia National Life Insurance Company
                           51 Louisiana Avenue, N.W.
                            Washington, D.C.  20001
                    (Name and Address of Agent for Service)

                                    Copy to:
                         Frederick R. Bellamy, Esquire
                          Sutherland, Asbill & Brennan
                         1275 Pennsylvania Avenue, N.W.
                         Washington, D. C.  20004-2404

                 Approximate Date of Proposed Public Offering:
   As soon as practicable after effectiveness of the Registration Statement.

                ------------------------------------------------
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, an indefinite
amount of securities has been registered under the Securities Act of 1933.  
The filing fee of $500 has been paid.

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

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
SHALL DETERMINE.
<PAGE>   2
ITEM 25.  DIRECTORS AND OFFICERS OF THE DEPOSITOR

<TABLE>
<CAPTION>
 Name, Address and                              Principal Occupation
 Position(s) With Depositor                     Last Five Years
 --------------------------                     ---------------
 <S>                                            <C>
 CHARLES T. NASON (1)                           President and Chief Executive Officer since June 1988
          Chairman of the Board, President,     Acacia Mutual Life Insurance Company.
          Chief Executive Officer, and
          Director

 ROBERT-JOHN H. SANDS (1)                       Senior Vice President and General Counsel since 1991
          Senior Vice President, General        Acacia Mutual Life Insurance Company.
          Counsel, and Director

 ROBERT W. CLYDE (1)                            Executive Vice President, Marketing and Sales since
          Executive Vice President, Marketing   September 1994 Acacia Mutual Life Insurance Company; 
          and Sales, and Director               Vice President, Retail Long-Term Care
                                                September 1993 until August 1994, Vice President, General
                                                Agency July 1991 until August 1993, John Hancock Mutual
                                                Life; Managing General Agent March 1989 until July 1991,
                                                Mutual Benefit Life Insurance Company.

 PAUL L. SCHNEIDER (1)                          Senior Vice President, Chief Financial Officer since March
          Senior Vice President, Chief          1989; Treasurer since December 1994; Vice President,
          Financial Officer, Treasurer, and     Financial Analysis April 1988 to March 1989 Acacia Mutual 
          Director                              Life Insurance Company.

 STEPHEN B. COUCH (1)                           Vice President and Chief Investment Officer since April
          Vice President, Chief Investment      1988 Acacia Mutual Life Insurance Company.
          Officer, and Director

 HALUK ARITURK (1)                              Senior Vice President, Operations and Chief Actuary since
          Senior Vice President, Operations,    June 1989 Acacia Mutual Life Insurance Company.
          Chief Actuary, and Director
</TABLE>

 (1)  The principal business address of each person listed is Acacia National
 Life Insurance Company, 51 Louisiana Avenue, N.W., Washington, D.C. 20001.

ITEM 26.         PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE
                 DEPOSITOR OR REGISTRANT 


   
<TABLE>
<CAPTION>
                                                           Acacia Mutual
                                                      Life Insurance Company
                                                 (a mutual life insurance company)
                                                            1869  D.C.
                    <S>                                                                     <C>
                    _________________________________________________________________________
                    |                                                                       |
                   100%                                                                    100%                  
                  Acacia                                                                  Acacia                 
                Financial                                                                National                
                Corporation                                                         Life Insurance Company 
              (Holding Company)                                                 (Life Insurance & Annuity Sales)
                1991   MD                                                                 1974       VA
                     |
   <C>               |                           <C>                                   <C>
   _________________________________________________________________________________________________________________
   |                      |                  |                    |                |             |                 |
 100%                    100%              100%                  100%             100%          100%              100%  
Enterprise             Calvert            Acacia              Acacia Ins.       Gardener        Acacia      The Advisors Group, Inc.
Resources, Inc.      Group, Ltd.      Realty Corporation       Management     Montgomery       Federal      (Broker Dealer &
 (Business           (Holding          (Joint Ventures      Services Corp.     Company        Savings Bank   Investment Advisor)
  Support Serv./      Company)          in Real Estate)       (Management     (Tax Return     Federal  VA     1982  |     DE
  Agent, Broker)     1981    DE         1984      DC           Services)     Prep. Services)    1985                |
   1978    DC             |                                   1992     PA      1994    DE        |                  |
                          |                                                                      |                  |
   _________________________________________________________________________                   /           __________\__
   |                |              |                     |                 |                  |           |            |
   100%            100%           100%                  100%              50%                100%        100%        100 Shares***
Calvert Asset     Calvert        Calvert               Calvert         Calvert-Sloan        Acacia     The Acacia   90 C1. A Non
 Company*         Services      Administrative        Distributors     Advisers, LLC**     Services     Insurance   Voting The
(Investment          Inc.       Services Company         Inc.           (Investment      Corporation    Agency of    Advisors
Advisor)        (Transfer       (Legal & Acctg.       (Broker Dealer)      Advisor)      (Solicits    Massachusetts    Group
1981    DE       Agent)             Srv.)              1994     DE       1995     MD      Deposits)       Inc.       10 C1 B Voting
                  1980  DE      1980         DE                                                          (Agent,        V. Frye     
                                                                                                         Broker)     The Advisors
                                                                                                       1996     MA       Group      
                                                                                                                        Insurance   
                                                                                                                        Agency of   
                                                                                                                       Ohio, Inc.   
                                                                                                                     (Agent, Broker)
                                                                                                                      1995      OH  

</TABLE>
    


   
*Investment Advisor to the following funds:
1)  First Variable Rate Fund for Gov't Income
2)  Calvert Tax-Free Reserves
3)  Calvert Social Investment Fund
4)  Calvert Cash Reserves (d/b/a Money Management
    Plus)
5)  The Calvert Fund
6)  Calvert Municipal Fund, Inc.
7)  Calvert World Values Fund, Inc.
8)  Acacia Capital Corporation 

**  Investment Advisor to the Following fund:
    1)  Calvert New World Fund

*** Through a Voting Agreement among the 
    shareholders, The Advisors Group controls the 
    corporation.
    

                                      
ITEM 27.  NUMBER OF POLICY OWNERS     
                                        
                 (Not Applicable)        
                                         
ITEM 28.  INDEMNIFICATION

         Article VII of ANLIC's By-Laws provides, in part:

                 Section 2 Indemnification.  In the event any action, suit or
         proceeding is brought against a present or former Director, elected
         officer, appointed officer or other employee because of any action
         taken by such person as a Director, officer or employee of the
         Company, the Company shall reimburse or indemnify him for all loss
         reasonably incurred by him in connection with such action to the
         fullest





                                     C - 2
<PAGE>   3
   
         As required by the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
    

   
<TABLE>
<CAPTION>
                Signature                                 Title                       Date
                ---------                                 -----                       ----
 <S>                                      <C>                                    <C>

 /s/ CHARLES T. NASON                     Chairman of the Board, President,      August 22, 1996
 ----------------------------------       Chief Executive Officer, and
 Charles T. Nason                         Director

                                          Executive Vice President,              August 22, 1996
 ----------------------------------       Marketing and Sales, and         
 Robert W. Clyde                          Director

 /s/ PAUL L. SCHNEIDER                    Senior Vice President, Chief           August 22, 1996
 ----------------------------------       Financial Officer, Treasurer, and
 Paul L. Schneider                        Director

 /s/ ROBERT-JOHN H. SANDS                 Senior Vice President, General         August 22, 1996
 ----------------------------------       Counsel, and Director
 Robert-John H. Sands

 /s/ HALUK ARITURK                        Senior Vice President, Operations      August 22, 1996
 ----------------------------------       Chief Actuary, and Director
 Haluk Ariturk

 /s/ STEPHEN B. COUCH                     Vice President, Chief Investment       August 22, 1996
 ----------------------------------       Officer, and Director
 Stephen B. Couch
</TABLE>
    



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