<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>