<PAGE>
1933 ACT REGISTRATION NO. 333-10489
1940 ACT REGISTRATION NO. 811-7781
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
-------------------------
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO.
POST-EFFECTIVE AMENDMENT NO. 2
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 3
SEPARATE ACCOUNT VA-1 OF
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
(Exact Name of Registrant)
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
(Name of Depositor)
#1 Franklin Square, Springfield, Illinois 62713
(Address of Depositor's Principal Executive Offices)
Depositor's Telephone Number, including Area Code: (800) 528-2011
-------------------------
ROSS D. FRIEND, ESQ.
Senior Vice President, General Counsel and Assistant Secretary
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
#1 Franklin Square, Springfield, Illinois 62713
(Name and Address of Agent for Service)
Copy to:
STEPHEN E. ROTH, ESQ.
SUTHERLAND, ASBILL & BRENNAN LLP
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2415
Title of Securities Being Registered: Interests in Flexible Payment Deferred
Individual Annuity Contracts.
It is proposed that this filing will become effective:
/ / immediately upon filing pursuant to paragraph (b) of Rule 485
/x/ on April 30, 1998 pursuant to paragraph (b) of Rule 485
/ / 60 days after filing pursuant to paragraph (a)(1) of Rule 485
/ / on April 30, 1998 pursuant to paragraph (a)(1) of Rule 485.
- --------------------------------------------------------------------------------
<PAGE>
CROSS REFERENCE SHEET
PURSUANT TO RULE 495 (a)
PART A
FORM N-4 ITEM NO. PROSPECTUS CAPTION
------------------------------------ ----------------------------------------
1. Cover Page Cover Page
2. Definitions Glossary
3. Synopsis Synopsis
4. Condensed Financial Information Synopsis - Financial and
Performance Information; Cover
Page; Financial Information
5. General Description of American Franklin; Separate Account
Registrant, Depositor, and VA-1; The Portfolios; Cover Page
Portfolio Companies
6. Deductions and Expenses Charges Under the Contracts; Long-
Term Care and Terminal Illness
7. General Description of Variable Synopsis - Communications to
Annuity Contracts American Franklin; Account Value;
Transfer, Surrender and Partial
Withdrawal of Account Value;
Owners, Annuitants and
Beneficiaries; Assignments;
Modification
8. Annuity Period Annuity Period and Annuity Payment
Options
9. Death Benefit Death Benefit
10. Purchases and Contract Value Contract Issuance and Purchase
Payments; Variable Account Value;
Distribution Arrangements
11. Redemptions Transfer, Surrender and Partial
Withdrawal of Account Value;
Annuity Payment Options; Contract
Issuance and Purchase Payments;
Synopsis - Surrenders, Withdrawals
and Cancellations; Payment and
Deferment
12. Taxes Federal Income Tax Matters;
Synopsis - Limitations Imposed by
Retirement Plans and Employers
13. Legal Proceedings Not Applicable
14. Table of Contents of the Table of Contents of Statement of
Statement of Additional Additional Information
Information
i
<PAGE>
PART B
CAPTION IN STATEMENT OF ADDITIONAL
FORM N-4 ITEM NO. INFORMATION
------------------------------------ ----------------------------------------
15. Cover Page Cover Page
16. Table of Contents Cover Page
17. General Information and History General Information; Regulation and
Reserves
18. Services Independent Auditors and
Accountants
19. Purchase of Securities Being Not Applicable*
Offered
20. Underwriters Principal Underwriters
21. Calculation of Performance Data Performance Data for the Divisions
22. Annuity Payments Not Applicable*
23. Financial Statements Financial Statements
PART C
Information required to be set forth in Part C is set forth under the
appropriate item, so numbered, in Part C of the Registration Statement.
- ------------------
* All required information is included in Prospectus.
ii
<PAGE>
COMBINATION FIXED AND VARIABLE ANNUITY
THE
CHAIRMAN-TM-
ISSUED BY
THE AMERICAN FRANKLIN
LIFE INSURANCE COMPANY
PROSPECTUS DATED APRIL 30, 1998
FIDELITY INVESTMENTS:
VARIABLE INSURANCE PRODUCTS FUND AND
VARIABLE INSURANCE PRODUCTS FUND II
PROSPECTUS DATED APRIL 30, 1998
PRINCIPAL OFFICE OF BOTH FIDELITY FUNDS LOCATED AT:
82 DEVONSHIRE STREET
BOSTON, MASSACHUSETTS 02109
MASSACHUSETTS FINANCIAL SERVICES COMPANY:
MFS VARIABLE INSURANCE TRUST
PROSPECTUS DATED MAY 1, 1998
PRINCIPAL OFFICE LOCATED AT:
500 BOYLSTON STREET
BOSTON, MASSACHUSETTS 92116
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.
THE CHAIRMAN IS A TRADEMARK OF THE AMERICAN
FRANKLIN LIFE INSURANCE COMPANY
<PAGE>
THE CHAIRMAN-TM-
COMBINATION FIXED AND VARIABLE ANNUITY CONTRACTS
OFFERED BY
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
#1 FRANKLIN SQUARE, SPRINGFIELD, ILLINOIS 62713
(800) 528-2011
The American Franklin Life Insurance Company ("American Franklin") is offering
The Chairman flexible payment deferred individual annuity contracts (the
"Contracts") described in this Prospectus.
Contracts funded by Separate Account VA-1 of American Franklin may be used for a
variable investment return based on one or more of the following mutual fund
portfolios: the VIP Money Market, VIP High Income, VIP Equity-Income, VIP Growth
and VIP Overseas Portfolios of the Variable Insurance Products Fund ("VIP"); the
VIPII Investment Grade Bond, VIPII Asset Manager, VIPII Index 500 and VIPII
Contrafund Portfolios of the Variable Insurance Products Fund II ("VIPII"); and
the MFS Emerging Growth, MFS Research, MFS Growth With Income, MFS Total Return,
MFS Utilities and MFS Value Portfolios of the MFS Variable Insurance Trust.
American Franklin's guaranteed interest accumulation option is also available
through the Contracts. This option has three different guarantee periods, each
with its own guaranteed interest rate.
This Prospectus is designed to provide information about the Contracts that a
prospective owner should know before investing. This Prospectus should be read
carefully and kept for future reference. Information about certain aspects of
the Contracts, in addition to that found in this Prospectus, has been filed with
the Securities and Exchange Commission in the Statement of Additional
Information (the "Statement of Additional Information"). The Statement of
Additional Information, dated April 30, 1998, is incorporated by reference into
this Prospectus. The "Table of Contents" of the Statement of Additional
Information appears at page 56 of this Prospectus. A free copy of the Statement
of Additional Information may be obtained upon written or oral request to
American Franklin's Administrative Office located at 2727-A Allen Parkway 3-50,
Houston, Texas 77019-2191; mailing address - P.O. Box 4636, Houston, Texas
77210-4636; telephone numbers - (800) 200-3101 or (713) 831-3310.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND THE RELATED
STATEMENT OF ADDITIONAL INFORMATION (OR ANY SALES LITERATURE APPROVED BY
AMERICAN FRANKLIN) IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED. THE CONTRACTS ARE NOT AVAILABLE IN ALL STATES
AND THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER IN ANY JURISDICTION TO ANY
PERSON TO WHOM SUCH OFFER WOULD BE UNLAWFUL THEREIN.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF
1
<PAGE>
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT PROSPECTUSES OF
THE VARIABLE INSURANCE PRODUCTS FUND AND THE VARIABLE INSURANCE PRODUCTS FUND II
AND MFS VARIABLE INSURANCE TRUST.
VARIABLE ANNUITY CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR
GUARANTEED BY, ANY BANK, NOR ARE THEY FEDERALLY INSURED OR OTHERWISE PROTECTED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY
OTHER AGENCY; THEY ARE SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF
THE PRINCIPAL AMOUNT INVESTED.
Prospectus dated April 30, 1998
The Chairman is a trademark of The American Franklin Life Insurance Company.
2
<PAGE>
CONTENTS
PAGE
----
Glossary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Fee Table. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Synopsis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Accumulation Unit Values . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
American Franklin. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Separate Account VA-1. . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
The Portfolios . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Voting Privileges . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
The Fixed Account. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Contract Issuance and Purchase Payments. . . . . . . . . . . . . . . . . . . 23
Account Value. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Variable Account Value. . . . . . . . . . . . . . . . . . . . . . . . . 25
Fixed Account Value . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Transfer, Variable Account Asset Rebalancing, Surrender and Partial
Withdrawal of Account Value . . . . . . . . . . . . . . . . . . . . . . 26
Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Variable Account Asset Rebalancing. . . . . . . . . . . . . . . . . . . 27
Surrenders and Partial Withdrawals. . . . . . . . . . . . . . . . . . . 28
Annuity Period and Annuity Payment Options . . . . . . . . . . . . . . . . . 29
Annuity Commencement Date . . . . . . . . . . . . . . . . . . . . . . . 29
Application of Account Value. . . . . . . . . . . . . . . . . . . . . . 29
Fixed and Variable Annuity Payments . . . . . . . . . . . . . . . . . . 29
Annuity Payment Options . . . . . . . . . . . . . . . . . . . . . . . . 30
Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Use of Gender Based Annuity Tables. . . . . . . . . . . . . . . . . . . 33
Death Benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Charges Under the Contracts. . . . . . . . . . . . . . . . . . . . . . . . . 35
Premium Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Surrender Charge. . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Transfer Charges. . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Annual Contract Fee . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Charge to Separate Account VA-1 . . . . . . . . . . . . . . . . . . . . 38
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Systematic Withdrawal Plan. . . . . . . . . . . . . . . . . . . . . . . 38
Reduction in Surrender Charges or Administrative Charges. . . . . . . . 38
Long-Term Care and Terminal Illness. . . . . . . . . . . . . . . . . . . . . 39
Long-Term Care. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Terminal Illness. . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Other Aspects of the Contracts . . . . . . . . . . . . . . . . . . . . . . . 39
Owners, Annuitants and Beneficiaries; Assignments . . . . . . . . . . . 39
Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Modification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Payment and Deferment . . . . . . . . . . . . . . . . . . . . . . . . . 40
Federal Income Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . 41
Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
American Franklin . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
The Contracts: Non-Qualified Contracts . . . . . . . . . . . . . . . . 42
3
<PAGE>
A. Distribution Requirements. . . . . . . . . . . . . . . . . . . . . . 43
B. Diversification. . . . . . . . . . . . . . . . . . . . . . . . . . . 44
C. Aggregation of Contracts . . . . . . . . . . . . . . . . . . . . . . 45
D. Income Tax Withholding . . . . . . . . . . . . . . . . . . . . . . . 45
E. Taxation of Death Benefit Proceeds . . . . . . . . . . . . . . . . . 45
F. Transfers, Assignments or Exchanges of a Contract. . . . . . . . . . 46
G. Possible Tax Changes . . . . . . . . . . . . . . . . . . . . . . . . 46
The Contracts: Section 457 Contracts. . . . . . . . . . . . . . . . . . . 46
The Contracts: Qualified Contracts. . . . . . . . . . . . . . . . . . . . 48
A. Qualified Pension, Profit-Sharing and Annuity Plans. . . . . . . . . 49
B. H.R. 10 Plans (Self-Employed Individuals). . . . . . . . . . . . . . 49
C. Section 403(b) Annuities . . . . . . . . . . . . . . . . . . . . . . 49
D. Individual Retirement Annuities. . . . . . . . . . . . . . . . . . . 50
E. Income Tax Withholding . . . . . . . . . . . . . . . . . . . . . . . 53
Distribution Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Year 2000 Transition . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Other Information on File. . . . . . . . . . . . . . . . . . . . . . . . . . 55
Table of Contents of Statement of Additional Information . . . . . . . . . . 56
4
<PAGE>
GLOSSARY
ACCOUNT VALUE - the sum of an Owner's Fixed Account Value and Variable Account
Value.
ACCUMULATION UNIT - a measuring unit used in calculating an Owner's interest in
a Division of Separate Account VA-1 prior to the Annuity Commencement Date.
ADMINISTRATIVE OFFICE - The AMFLIC Annuity Service Center, to which all Owner
premium payments, requests, directions and other communications should be
directed. The AMFLIC Annuity Service Center is currently located at 2727-A
Allen Parkway 3-50, Houston, Texas 77019-2191; mailing address - P.O. Box 4636,
Houston, Texas 77210-4636; telephone numbers - (800) 200-3101 or (713)
831-3310.
AMERICAN FRANKLIN - The American Franklin Life Insurance Company.
ANNUITANT - the person named as such in the application for a Contract and on
whose life annuity payments may be based.
ANNUITY - a series of payments for life, or for life with a minimum number of
payments or a determinable sum guaranteed, or for a joint lifetime and
thereafter during the lifetime of the survivor, or for a designated period.
ANNUITY COMMENCEMENT DATE - the date on which American Franklin begins making
payments under an Annuity Payment Option, unless a lump-sum distribution is
elected instead.
ANNUITY PAYMENT OPTION - one of the several forms in which an Owner can request
American Franklin to make annuity payments.
ANNUITY PERIOD - the period during which American Franklin makes annuity
payments under an Annuity Payment Option.
ANNUITY UNIT - a measuring unit used in calculating the amount of Variable
Annuity Payments.
BENEFICIARY - the person that an Owner designates to receive any proceeds due
under a Contract following the death of an Owner or an Annuitant.
CODE - the Internal Revenue Code of 1986, as amended.
CONTINGENT ANNUITANT - the person so designated by the Owner of a Non-Qualified
Contract who, upon the Annuitant's death prior to the Annuity Commencement Date,
becomes the Annuitant.
CONTINGENT BENEFICIARY - the person so designated by the Owner who, upon the
death of the Beneficiary, becomes the Beneficiary.
CONTRACT - an individual annuity contract offered by this Prospectus.
CONTRACT ANNIVERSARY - each anniversary of the date of issue of the Contract.
5
<PAGE>
CONTRACT YEAR - each year beginning with the date of issue of the Contract and
on each Contract Anniversary thereafter.
DIVISION - one of the different investment options into which Separate Account
VA-1 is divided.
FIXED ACCOUNT - the name of the investment alternative under which purchase
payments are allocated to American Franklin's General Account.
FIXED ACCOUNT VALUE - the amount of an Owner's Account Value which is in the
Fixed Account.
FIXED ANNUITY PAYMENTS - annuity payments that are fixed in amount and do not
vary with the investment experience of any Division of Separate Account VA-1.
FUNDS - Variable Insurance Products Fund, Variable Insurance Products Fund II
and MFS Variable Insurance Trust.
GENERAL ACCOUNT - all assets of American Franklin other than those in Separate
Account VA-1 or any other legally segregated separate account established by
American Franklin.
GUARANTEED INTEREST RATE - the rate of interest American Franklin credits during
any Guarantee Period, on an effective annual basis.
GUARANTEE PERIOD - the period for which a Guaranteed Interest Rate is credited.
HOME OFFICE - American Franklin's office at the following address and phone
number: The American Franklin Life Insurance Company, #1 Franklin Square,
Springfield, Illinois 62713, (800) 528-2011.
INDIVIDUAL RETIREMENT ANNUITY - an annuity contract described in Section 408(b)
of the Code. Individual Retirement Annuities may also qualify as Simplified
Employee Pensions or Simple Retirement Accounts.
1940 ACT - the Investment Company Act of 1940, as amended, a federal law
governing the operations of investment companies such as the Funds and Separate
Account VA-1.
NON-QUALIFIED CONTRACT- a Contract that is not eligible for the special federal
income tax treatment applicable in connection with retirement plans or deferred
compensation plans pursuant to Sections 401, 403, 408 or 457 of the Code.
NON-QUALIFIED PLANS - retirement or deferred compensation plans or arrangements
which do not receive favorable tax treatment under the Code and which are not
Qualified Plans or Section 457 Plans.
OWNER - the holder of record of a Contract, except that the employer or trustee
may be the Owner of a Contract in connection with a retirement plan.
PORTFOLIO - an individual fund or series available for investment under the
Contracts through one of the Divisions. Currently, each Portfolio is a part of
the Funds.
6
<PAGE>
QUALIFIED CONTRACT - a Contract that is eligible for the special federal income
tax treatment applicable in connection with retirement plans pursuant to
Sections 401(a), 403(a) or (b) or 408(b), (k) or (p) of the Code.
QUALIFIED PLANS - retirement plans of the following types which receive
favorable tax treatment under the Code: a retirement plan qualified under
Section 401(a) or 403(a) of the Code; an annuity purchase plan adopted by a
public school system or certain tax-exempt organizations according to Section
403(b) of the Code; and an Individual Retirement Annuity adopted according to
Section 408(b), (k) or (p) of the Code.
ROLLOVER CONTRIBUTION - a reinvestment of funds pursuant to Sections 402(c)(1),
402(c)(9), 403(a)(4), 403(b)(8) or 408(d)(3) of the Code.
SECTION 457 CONTRACT - a Contract that is issued in connection with a Section
457 Plan.
SECTION 457 PLAN - a deferred compensation plan established under Section 457 of
the Code for employees and certain independent contractors by a state, a
political subdivision of a state, an agency or instrumentality of either a state
or political subdivision or certain tax-exempt organizations.
SEPARATE ACCOUNT VA-1 - the segregated asset account referred to as Separate
Account VA-1 of The American Franklin Life Insurance Company established to
receive and invest purchase payments under the Contracts allocated for
investment in one or more of the Divisions.
SIMPLE RETIREMENT ACCOUNT - an Individual Retirement Annuity which meets the
additional requirements of Section 408(p) of the Code.
SIMPLIFIED EMPLOYEE PENSION - an Individual Retirement Annuity which meets the
additional requirements of Section 408(k) of the Code.
SURRENDER CHARGE - a charge for sales expenses that may be assessed upon
surrenders of and payments of certain other amounts from a Contract.
VALUATION DATE - Any day on which American Franklin's Administrative Office is
open for business except, with respect to any Division, a day on which the
related Fund does not value its shares.
VALUATION PERIOD - the period that starts at the close of regular trading on the
New York Stock Exchange on a Valuation Date and ends at the close of regular
trading on the exchange on the next succeeding Valuation Date.
VARIABLE ACCOUNT VALUE - the amount of an Owner's Account Value that is in
Separate Account VA-1.
VARIABLE ANNUITY PAYMENTS - annuity payments that vary in amount based on the
investment experience of one or more of the Divisions of Separate Account VA-1.
7
<PAGE>
FEE TABLE
The purpose of this Fee Table is to assist an Owner in understanding the
various costs and expenses that an Owner will bear directly or indirectly
pursuant to a Contract and in connection with the Portfolios. The table
reflects expenses of Separate Account VA-1 as well as the Portfolios. In
addition to the fees and expenses described below, American Franklin will deduct
an amount to cover any applicable premium taxes. Applicable premium tax rates
depend upon the Owner's then current place of residence. Applicable rates
currently range from 0% to 3.5% and are subject to change.
PARTICIPANT TRANSACTION CHARGES
Front-End Sales Charge Imposed on Purchases 0%
Maximum Surrender Charge (1) 6%
(computed as a percentage of purchase payments withdrawn)
Transfer Fee $0 (2)
ANNUAL CONTRACT FEE (3) $30
SEPARATE ACCOUNT VA-1 ANNUAL EXPENSES (as a percentage of average daily net
asset value)
Mortality and Expense Risk Charge 1.25%
Administrative Expense Charge 0.15%
-----
Total Separate Account VA-1 Annual Expenses 1.40%
- -------------------------------------------------
(1) This charge does not apply or is reduced under certain circumstances. See
"Surrender Charge."
(2) This charge is $25 for each transfer after the twelfth transfer during each
Contract Year prior to the Annuity Commencement Date.
(3) This charge is not imposed during the Annuity Period and currently is not
imposed if cumulative purchase payments are at least $75,000. See "Annual
Contract Fee."
The Portfolios' Annual Expenses For 1997 Fiscal Year
(as a percentage of average net assets)
<TABLE>
<CAPTION>
OTHER
MANAGEMENT EXPENSES AFTER TOTAL PORTFOLIO
FEES AFTER EXPENSE EXPENSE OPERATING
REIMBURSEMENT REIMBURSEMENT (3) EXPENSES (1)
------------------ ----------------- ---------------
<S> <C> <C> <C>
VIP Money Market 0.21% 0.10% 0.31%
VIP High Income 0.59% 0.12% 0.71%
VIP Equity-Income 0.50% 0.08% 0.58%
VIP Growth 0.60% 0.09% 0.69%
VIP Overseas 0.75% 0.17% 0.92%
VIPII Investment Grade Bond 0.44% 0.14% 0.58%
VIPII Asset Manager 0.55% 0.10% 0.65%
VIPII Index 500 0.24% 0.04% 0.28% (2)
VIPII Contrafund 0.60% 0.11% 0.71%
MFS Emerging Growth 0.75% 0.12% 0.87%
MFS Research 0.75% 0.13% 0.88%
MFS Growth With Income 0.75% 0.25% (4) 1.00% (4)
MFS Total Return 0.75% 0.25% (4) 1.00% (4)
MFS Utilities 0.75% 0.25% (4) 1.00% (4)
MFS Value 0.75% 0.25% (4) 1.00% (4)
</TABLE>
(1) A portion of the brokerage commissions certain Fidelity Portfolios paid was
used to reduce their expenses. In addition, certain Fidelity Portfolios
have entered into arrangements with their custodian whereby credits
8
<PAGE>
realized, as a result of uninvested cash balances were used to reduce
custodian expenses. Including these reductions, total annual expenses
would have been: for VIP Equity-Income Portfolio: 0.57%; for VIP Growth
Portfolio: 0.67%; for VIP Overseas Portfolio: 0.90%; for VIPII Asset
Manager Portfolio: 0.64%; and for VIPII Contrafund Portfolio: 0.68%.
(2) Certain expenses were voluntarily reduced by the investment adviser.
Absent reimbursement, management fees, other expenses and total operating
expenses would have been 0.27%, 0.13% and 0.40%, respectively, for VIPII
Index 500 Portfolio.
(3) Each MFS Portfolio has an expense offset arrangement which reduces the
Portfolios' custodian fee based upon the amount of cash maintained by the
Portfolio with its custodian and dividend disbursing agent, and may enter
into other such arrangements and directed brokerage arrangements (which
would also have the effect of reducing the Portfolios' expenses). Any such
fee reductions are not reflected under "Other Expenses."
(4) The investment adviser has agreed to bear expenses for these MFS
Portfolios, subject to reimbursement by each Portfolio, such that each
Portfolio's "Other Expenses" shall not exceed 0.25% of the average daily
net assets of the Portfolio during the current fiscal year. Otherwise,
"Other Expenses" and "Total Portfolio Operating Expenses" for these MFS
Portfolios would be:
<TABLE>
<CAPTION>
TOTAL PORTFOLIO OPERATING
OTHER EXPENSES EXPENSES
<S> <C> <C>
MFS Growth With Income. . . . . . 0.35% 1.10%
MFS Total Return. . . . . . . . . 0.27% 1.02%
MFS Utilities . . . . . . . . . . 0.45% 1.20%
MFS Value . . . . . . . . . . . . 1.33% 2.08%
</TABLE>
- ---------------------------------------------
EXAMPLE
If an Owner surrenders a Contract or annuitizes under circumstances requiring
the payment of a Surrender Charge at the end of the applicable time period, the
Owner would pay the following expenses on a $1,000 investment, assuming a 5%
annual return on assets and assuming that Portfolio operating expenses will be
constant at their fiscal 1997 levels:
9
<PAGE>
<TABLE>
<CAPTION>
If all amounts invested in one of
the following Portfolios:
1 YEARS 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
VIP Money Market. . . . . . . $74 $105 $136 $208
VIP High Income . . . . . . . 77 117 156 249
VIP Equity-Income . . . . . . 76 113 150 236
VIP Growth. . . . . . . . . . 77 116 155 247
VIP Overseas. . . . . . . . . 79 123 166 270
VIPII Investment Grade Bond . 76 113 150 236
VIPII Asset Manager . . . . . 77 115 153 243
VIPII Index 500 . . . . . . . 73 104 134 204
VIPII Contrafund. . . . . . . 77 117 156 249
MFS Emerging Growth . . . . . 79 121 164 266
MFS Research. . . . . . . . . 79 121 165 267
MFS Growth with Income. . . . 80 125 171 278
MFS Total Return. . . . . . . 80 125 171 278
MFS Utilities . . . . . . . . 80 125 171 278
MFS Value . . . . . . . . . . 80 125 171 278
</TABLE>
EXAMPLE
If an Owner does not surrender a Contract and does not annuitize under
circumstances requiring the payment of a Surrender Charge, a $1,000 investment
would be subject to the following expenses, assuming a 5% annual return on
assets and assuming that Portfolio operating expenses will be constant at their
fiscal 1997 levels:
If all amounts are invested in
one of the following
Portfolios:
<TABLE>
<CAPTION>
1 YEARS 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
VIP Money Market............ $18 $56 $ 96 $208
VIP High Income............. 22 68 116 249
VIP Equity-Income........... 21 64 110 236
VIP Growth.................. 22 67 115 247
VIP Overseas................ 24 74 126 270
VIPII Investment Grade Bond. 21 64 110 236
VIPII Asset Manager......... 21 66 113 243
VIPII Index 500............. 18 55 94 204
10
<PAGE>
<CAPTION>
If all amounts invested in
one of the following
Portfolios: 1 YEARS 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
VIPII Contrafund. . . . . $22 $68 $116 $249
MFS Emerging Growth . . . 24 73 124 266
MFS Research. . . . . . . 24 73 125 267
MFS Growth with Income. . 25 76 131 278
MFS Total Return. . . . . 25 76 131 278
MFS Utilities . . . . . . 25 76 131 278
MFS Value . . . . . . . . 25 76 131 278
</TABLE>
THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. Similarly,
the assumed 5% annual rate of return is not an estimate or a guarantee of future
investment performance.
SYNOPSIS
This synopsis should be read together with the other information set forth
in this Prospectus. Certain variations due to requirements of a particular
state are described in supplements which are attached to this Prospectus, or in
endorsements to a Contract, as appropriate. The Contracts are designed to
provide retirement benefits through the accumulation of purchase payments on a
fixed or variable basis, and by the application of such accumulations to provide
Fixed or Variable Annuity Payments.
FLEXIBLE PREMIUM PAYMENTS
This Prospectus describes The Chairman combination fixed and variable
annuity contract. After payment of an initial purchase payment of at least
$5,000 (or $2,000 for Qualified Contracts issued in connection with Section
408(b) Individual Retirement Annuities and Section 408(k) Simplified Employee
Pensions), the frequency and the amount of purchase payments are determined by
the Contract Owner, subject to certain limits. See "Contract Issuance and
Purchase Payments."
MINIMUM INVESTMENT REQUIREMENTS
The initial purchase payment must be at least $5,000 (or $2,000 for
Qualified Contracts issued in connection with Section 408(b) Individual
Retirement Annuities and Section 408(k) Simplified Employee Pensions). The
amount of any subsequent purchase payment must be at least $50. If the Account
Value for a Contract falls below $500, American Franklin may cancel the Owner's
interest in the Contract and treat it as a full surrender. Different
termination provisions apply in the case of Individual Retirement Annuities.
American Franklin also may transfer funds from a Division (other than the VIP
Money Market Division) or Guarantee Period under a Contract without charge to
11
<PAGE>
the VIP Money Market Division if the Account Value of that Division or Guarantee
Period falls below $500. See "Contract Issuance and Purchase Payments."
PURCHASE PAYMENT ACCUMULATION
Purchase payments will be accumulated on a variable or fixed basis until
the Annuity Commencement Date. For variable accumulation, part or all of the
Account Value may be allocated to one or more of the 15 available Divisions of
Separate Account VA-1. Each such Division invests solely in shares of one of 15
corresponding Portfolios. See "The Portfolios." As the value of the
investments in a Portfolio's shares increases or decreases, the value of
accumulated purchase payments allocated to the corresponding Division increases
or decreases, subject to applicable charges and deductions. See "Variable
Account Value."
For fixed accumulation, part or all of the Account Value may be allocated
to one or more of the three Guarantee Periods currently available in the Fixed
Account. Each Guarantee Period is for a different period of time and has a
different Guaranteed Interest Rate. While allocated to a Guarantee Period, the
value of accumulated purchase payments increases at the Guaranteed Interest Rate
applicable to that Guarantee Period. See "The Fixed Account."
FIXED AND VARIABLE ANNUITY PAYMENTS
An Owner may elect to receive Fixed or Variable Annuity Payments, or a
combination thereof, commencing on the Annuity Commencement Date. Fixed Annuity
Payments are periodic payments from American Franklin, the amount of which is
fixed and guaranteed by American Franklin. The amount of the payments will
depend on the Annuity Payment Option chosen, the age and, in some cases, sex of
the Annuitant, and the total amount of Account Value applied to the fixed
Annuity Payment Option.
Variable Annuity Payments are similar to Fixed Annuity Payments, except
that the amount of each periodic payment from American Franklin will vary
reflecting the net investment return of the Division or Divisions chosen in
connection with a variable Annuity Payment Option. If the net investment return
for a given month exceeds the assumed interest rate used in the Contract's
annuity tables, the monthly payment will be greater than the previous payment.
If the net investment return for a month is less than the assumed interest rate,
the monthly payment will be less than the previous payment. The assumed
interest rate used in the Contract's annuity tables is 3.5%. American Franklin
may in the future offer other forms of Contract with a lower assumed interest
rate, and reserves the right to discontinue the offering of the higher interest
rate form of Contract. See "Annuity Period and Annuity Payment Options." Under
current federal income tax law, Variable Annuity Payments may not be available
in connection with Section 457 Plans.
CHANGES IN ALLOCATIONS AMONG DIVISIONS AND GUARANTEE PERIODS
Prior to the Annuity Commencement Date, an election with respect to the
allocation of future purchase payments to each of the various Divisions and
Guarantee Periods may be modified by the Owner, without charge.
12
<PAGE>
In addition, the Account Value may be reallocated by the Owner among the
Divisions and Guarantee Periods prior to the Annuity Commencement Date.
Transfers out of a Guarantee Period, however, are subject to limitations as to
amount. For these and other terms and conditions of transfer, see "Transfer,
Surrender and Partial Withdrawal of Account Value - Transfers."
After the Annuity Commencement Date, transfers may be made among the
Divisions or to a fixed Annuity Payment Option, but transfers from a fixed
Annuity Payment Option may not be made. See "Annuity Period and Annuity Payment
Options - Transfers."
SURRENDERS, WITHDRAWALS AND CANCELLATIONS
A total surrender of or partial withdrawal from a Contract may be made at
any time prior to the Annuity Commencement Date, by written request to American
Franklin at its Administrative Office. A Surrender Charge may be assessed and
surrenders and withdrawals may be subject to tax and tax penalties. The maximum
Surrender Charge (computed as a percentage of purchase payments withdrawn) is 6%
of purchase payments withdrawn during the first two years after they were
received. See "Surrenders and Partial Withdrawals" and "Charges Under the
Contracts - Surrender Charge."
A Contract may be canceled by the Owner by delivering it or mailing it with
a written cancellation request to American Franklin's Administrative Office
before the close of business on the tenth day after the Contract is received.
(In some states, the Contract may provide for a 20 or 30-day, rather than a
ten-day period. In South Dakota, a Contract may be returned for cancellation to
American Franklin's Administrative Office, or to the agent through whom the
Contract was purchased, within ten days after delivery.) If the foregoing items
are sent by mail, properly addressed and postage prepaid, they will be deemed to
be received by American Franklin on the date of the postmark. If a Contract is
canceled during this period, American Franklin will refund the Account Value
plus any premium taxes and Annual Contract Fee that have been deducted. In
states where the law so requires, however, American Franklin will refund the
greater of that amount or the amount of purchase payments, or, if the law
permits, the amount of purchase payments.
DEATH BENEFIT
In the event that the Annuitant (where there is no surviving Contingent
Annuitant) or Owner dies prior to the Annuity Commencement Date, a benefit is
payable to the Beneficiary. See "Death Benefit."
LIMITATIONS IMPOSED BY EMPLOYEE BENEFIT OR DEFERRED COMPENSATION PLANS
Certain rights the Owner would otherwise have under a Contract may be
limited by the terms of any applicable employee benefit or deferred compensation
plan. These limitations may restrict such things as total and partial
surrenders, the amount or timing of purchase payments that may be made, when
annuity payments must start and the type of annuity options that may be
selected. This Prospectus contains no information concerning any such employee
benefit or deferred compensation plans. Accordingly, the Owner should become
familiar with these and all other aspects of any retirement or deferred
compensation plan in connection with which a Contract is used. Further
information relating to some employee benefit plans may be obtained
13
<PAGE>
from the disclosure documents required to be distributed to employees under the
Employee Retirement Income Security Act of 1974. American Franklin is not
responsible for monitoring or assuring compliance with the provisions of any
retirement or deferred compensation plan.
COMMUNICATIONS TO AMERICAN FRANKLIN
All communications to American Franklin should be directed to its
Administrative Office and should include the Contract number, the Owner's name
and, if different, the Annuitant's name. Communications should not be directed
to American Franklin's Home Office.
Except as otherwise specified in this Prospectus, purchase payments or
other communications are deemed received at American Franklin's Administrative
Office on the actual date of receipt there in proper form unless received (1)
after the close of regular trading on the New York Stock Exchange or (2) on a
date that is not a Valuation Date. In either of these two cases, the date of
receipt will be deemed to be the next Valuation Date.
FINANCIAL AND PERFORMANCE INFORMATION
Financial statements of American Franklin and Separate Account VA-1 are
included in the Statement of Additional Information. See "Table of Contents of
Statement of Additional Information.
From time to time, Separate Account VA-1 may include in advertisements and
other sales materials several types of performance information for the
Divisions, including "average annual total return," "total return," and
"cumulative total return." The VIPII Investment Grade Bond Division and the VIP
High Income Division may also advertise "yield." The VIP Money Market Division
may advertise "yield" and "effective yield."
Each of these figures is based upon historical information and is not
necessarily representative of the future performance of a Division. Moreover,
these performance figures do not represent the actual experience of amounts
invested by a particular Owner. The investment experience for each Division
reflects the investment performance of the separate investment Portfolio
currently funding such Division for the periods stated, except that for periods
prior to the time when the Contract became available, the results were
calculated by applying all applicable charges and fees at the separate account
level for the Contract, as noted below, to the historical Portfolio performance
results for such periods.
Average annual total return, total return, and cumulative total return
calculations measure the net income of a Division plus the effect of any
realized or unrealized appreciation or depreciation of the underlying
investments in the Division for the period in question. Average annual total
return figures are annualized and, therefore, represent the average annual
percentage change in the value of an investment in a Division over the
applicable period. Total return figures are also annualized, but do not, as
described below, include the effect of any applicable Surrender Charge or Annual
Contract Fee. Cumulative total return figures represent the cumulative change
in value of an investment in a Division for various periods.
14
<PAGE>
Yield is a measure of the net dividend and interest income earned over a
specific one month or 30-day period (seven-day period for the VIP Money Market
Division) expressed as a percentage of the value of the Division's Accumulation
Units. Yield is an annualized figure, which means that it is assumed that the
Division generates the same level of net income over a one year period which is
compounded on a semi-annual basis. The effective yield for the VIP Money Market
Division is calculated similarly but includes the effect of assumed compounding.
The VIP Money Market Division's effective yield will be slightly higher than its
yield due to this compounding effect.
Average annual total return figures include the deduction of all recurring
charges and fees applicable under the Contract to all Owner accounts, including
the mortality and expense risk charge, the administrative expense charge, the
applicable Surrender Charge that may be imposed at the end of the period in
question, and a pro-rated portion of the Annual Contract Fee. Yield, effective
yield, total return, and cumulative total return figures do not include the
effect of any Surrender Charge that may be imposed upon the redemption of
Accumulation Units, and thus may be higher than if such charge were deducted.
Total return and cumulative total return figures also do not include the effect
of the Annual Contract Fee. American Franklin may waive or reimburse certain
fees or charges applicable to the Contract and such waivers or reimbursements
will affect each Division's performance results. Additional information
concerning a Division's performance appears in the Statement of Additional
Information.
American Franklin may also advertise its ratings by independent financial
rating services, such as A.M. Best Company, Standard & Poor's, and Duff &
Phelps. The ratings from these three nationally recognized rating organizations
reflect the claims paying ability and financial strength of American Franklin
and are not a rating of investment performance that purchasers of insurance
products have experienced or are likely to experience in the future.
In addition, American Franklin may include in certain advertisements
endorsements in the form of a list of organizations, individuals or other
parties that recommend American Franklin or the Contracts. American Franklin
may occasionally include in advertisements comparisons of currently taxable and
tax-deferred investment programs, based on selected tax brackets, or discussions
of alternative investment vehicles and general economic conditions.
15
<PAGE>
ACCUMULATION UNIT VALUES
(FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT THE PERIOD)
SEPARATE ACCOUNT VA-1
CONDENSED FINANCIAL INFORMATION
<TABLE>
<CAPTION>
NUMBER OF
ACCUMULATION
ACCUMULATION ACCUMULATION UNITS
UNIT UNIT OUTSTANDING
VALUE AT VALUE AT AT
FEBRUARY 28, DECEMBER 31, DECEMBER 31,
1997* 1997 1997
------------------------------------------
<S> <C> <C> <C>
VIP Money Market Division 5.00 5.14 415,509
VIP Equity-Income Division 5.00 5.99 945,566
VIP Growth Division 5.00 5.65 755,694
VIP Overseas Division 5.00 5.54 193,892
VIP High Income Division 5.00 5.89 186,285
VIPII Investment Grade Bond Division 5.00 5.32 71,989
VIPII Asset Manager Division 5.00 5.78 228,526
VIPII Index 500 Division 5.00 6.21 680,587
VIPII Contrafund Division 5.00 5.83 433,486
MFS Emerging Growth Division 5.00 5.50 383,222
MFS Research Division 5.00 5.61 780,716
MFS Growth With Income Division 5.00 6.09 228,416
MFS Total Return Division 5.00 5.73 626,024
MFS Utilities Division 5.00 6.01 151,829
MFS Value Division 5.00 5.99 100,943
</TABLE>
*Date on which the Division first became available.
FINANCIAL STATEMENTS
The financial statements for Separate Account VA-1 and American Franklin
are located in the Statement of Additional Information. See the cover page of
the Prospectus for information on how to obtain a copy of the Statement of
Additional Information. The financial statements of American Franklin should be
considered only as bearing on the ability of American Franklin to meet its
contractual obligations under the Contracts; they do not bear on the investment
performance of Separate Account VA-1.
AMERICAN FRANKLIN
American Franklin is a legal reserve stock life, accident and health
insurance company organized under the laws of the State of Illinois in 1981. It
is engaged in the writing of term insurance, universal and variable universal
life insurance and single premium whole life insurance and the sale of
disability insurance. American Franklin currently has other separate accounts
16
<PAGE>
which issue interests in variable insurance policies. American Franklin is
presently authorized to write insurance in forty-six states, the District of
Columbia and Puerto Rico. American Franklin's Home Office is located at #1
Franklin Square, Springfield, Illinois 62713. American Franklin's
Administrative Office is located at 2727-A Allen Parkway 3-50, Houston, Texas
77019-2191; mailing address - P.O. Box 4636, Houston, Texas 77210-4636.
American Franklin is a wholly-owned subsidiary of The Franklin Life
Insurance Company ("The Franklin"). The Franklin is a legal reserve stock life
insurance company organized under the laws of the State of Illinois in 1884.
The Franklin issues individual life insurance, annuity and accident and health
insurance policies, group annuities and group life and health insurance and
offers a variety of whole life, life, retirement income and level and decreasing
term insurance plans. The Franklin's home office is located at #1 Franklin
Square, Springfield, Illinois 62713.
The Franklin is a wholly-owned subsidiary of AGC Life Insurance Company
("AGC Life"). American General Corporation ("American General") owns all of the
outstanding shares of common stock of AGC Life. The address of AGC Life is
American General Center, Nashville, Tennessee 37250-0001. The address of
American General is 2929 Allen Parkway, Houston, Texas 77019-2155. American
General is one of the largest diversified financial services organizations in
the United States. American General's operating subsidiaries are leading
providers of retirement services, consumer loans and life insurance. American
General was incorporated as a general business corporation in Texas in 1980 and
is the successor to American General Insurance Company, an insurance company
incorporated in Texas in 1926.
SEPARATE ACCOUNT VA-1
Separate Account VA-1 was established on May 22, 1996 and currently
consists of 15 Divisions, all of which are available under the Contracts offered
by this Prospectus. Separate Account VA-1 is registered with the Securities and
Exchange Commission as a unit investment trust under the 1940 Act. This
registration does not involve any supervision by the Securities and Exchange
Commission of the management or investment policies of Separate Account VA-1. A
unit investment trust is a type of investment company. Separate Account VA-1
meets the definition of a "separate account" under federal securities laws.
The operations of each Division of Separate Account VA-1 are part of
American Franklin's general operations and the assets of Separate Account VA-1
belong to American Franklin. Under Illinois law and the terms of the Contracts,
the assets of Separate Account VA-1 will not be chargeable with liabilities
arising out of any other business which American Franklin may conduct, but will
be held exclusively to meet American Franklin's obligations under variable
annuity contracts. Furthermore, the income, gains, and losses, whether or not
realized, from assets allocated to Separate Account VA-1, are, in accordance
with the Contracts, credited to or charged against Separate Account VA-1 without
regard to other income, gains, or losses of American Franklin.
17
<PAGE>
THE PORTFOLIOS
The variable benefits under the Contracts are funded by 15 Divisions of
Separate Account VA-1. These Divisions invest in shares of 15 separate
investment Portfolios of three mutual funds that are sold, without sales
charges, exclusively to insurance company separate accounts and that are not
sold directly to the public. Each of these mutual funds also offers its shares
to variable annuity and variable life insurance separate accounts of insurers
that are not affiliated with American Franklin. American Franklin does not see
any conflict between Owners of Contracts and owners of variable life insurance
policies or variable annuity contracts issued by insurance companies not
affiliated with American Franklin. Nevertheless, the Boards of Trustees of each
of these mutual funds will monitor to identify any material irreconcilable
conflicts that may develop and determine what, if any, action should be taken in
response. If it becomes necessary for any separate account to replace shares of
any Portfolio with another investment, the Portfolio may have to liquidate
securities on a disadvantageous basis.
Any dividends or capital gain distributions attributable to Contracts are
automatically reinvested in shares of the Portfolio from which they are received
at the Portfolio's net asset value on the date of payment. Such dividends and
distributions will have the effect of reducing the net asset value of each share
of the corresponding Portfolio and increasing, by an equivalent value, the
number of shares outstanding of the Portfolio. However, the value of an Owner's
interest in the corresponding Division will not change as a result of any such
dividends and distributions.
Each Portfolio of the Funds has a different investment objective which it
tries to achieve by following separate investment policies. The objectives and
policies of each Portfolio will affect its return and its risks. The investment
objectives, policies, restrictions and risks of the Portfolios of the Funds are
described in detail in the Prospectuses for the Funds, which are attached to
this Prospectus, and in the Funds' Statements of Additional Information. The
investment objectives and policies of certain Portfolios are similar to the
investment objectives and policies of other funds that may be managed by the
same investment adviser. The investment results of the Portfolios, however, may
be higher or lower than the results of such other funds. There can be no
assurance, and no representation is made, that the investment results of any of
the Portfolios will be comparable to the investment results of any other fund,
even if the other fund has the same investment adviser. The policies and
objectives of the Portfolios of the Variable Insurance Products Fund
corresponding to the Divisions currently available for investment under the
Contracts may be summarized as follows:
VIP Money Market Portfolio seeks to obtain as high a level of current
income as is consistent with preserving capital and providing liquidity.
The Portfolio will invest only in high-quality U.S. dollar denominated
money market securities of domestic and foreign issuers.
VIP High Income Portfolio seeks to obtain a high level of current income by
investing primarily in high yielding, lower rated fixed-income securities,
while also considering growth of capital. The Portfolio may purchase
lower-quality bonds which provide poor protection for payment of principal
and interest (commonly referred to as "junk bonds").
18
<PAGE>
For a discussion of the risks of investment in these securities, please see
the Prospectus for the Variable Insurance Products Fund, which is attached
to this Prospectus.
VIP Equity-Income Portfolio seeks reasonable income by investing primarily
in income-producing equity securities. In choosing these securities, the
Portfolio will also consider the potential for capital appreciation. The
Portfolio's goal is to achieve a yield which exceeds the composite yield on
the securities comprising the Standard & Poor's 500 Composite Stock Price
Index.
VIP Growth Portfolio seeks to achieve capital appreciation. The Portfolio
normally purchases common stocks, although its investments are not
restricted to any one type of security. Capital appreciation may also be
found in other types of securities including bonds and preferred stocks.
VIP Overseas Portfolio seeks long-term growth of capital primarily through
investments in foreign securities. VIP Overseas Portfolio provides a means
for investors to diversify their own portfolios by participating in
companies and economies outside of the United States.
The policies and objectives of the Portfolios of the Variable Insurance
Products Fund II corresponding to the Divisions currently available for
investment under the Contracts may be summarized as follows:
VIPII Investment Grade Bond Portfolio seeks as high a level of current
income as is consistent with the preservation of capital by investing in a
broad range of investment-grade fixed-income securities. The Portfolio
will maintain a dollar-weighted average portfolio maturity of ten years or
less.
VIPII Asset Manager Portfolio seeks a high total return with reduced risk
over the long-term by allocating its assets among domestic and foreign
stocks, bonds and short-term money market instruments.
VIPII Index 500 Portfolio seeks investment results that correspond to the
total return (I.E., the combination of capital changes and income) of
common stocks publicly traded in the United States, as represented by
Standard & Poor's 500 Composite Stock Price Index, while keeping
transaction costs and other expenses low.
VIPII Contrafund Portfolio seeks to increase the value of investments over
the long term by investing in securities of companies whose value FMR
believes is not fully recognized by the public, that are undervalued or
out-of-favor.
The policies and objectives of the Portfolios of the MFS Variable Insurance
Trust corresponding to the Divisions currently available for investment under
the Contracts may be summarized as follows:
MFS Emerging Growth Portfolio seeks to provide long-term growth of capital.
MFS Research Portfolio seeks to provide long-term growth of capital and
future income.
19
<PAGE>
MFS Growth With Income Portfolio seeks to provide reasonable current income
and long-term growth of capital and income.
MFS Total Return Portfolio seeks primarily to provide above-average income
(compared to a portfolio invested entirely in equity securities) consistent
with the prudent employment of capital, and secondarily to provide a
reasonable opportunity for growth of capital and income.
MFS Utilities Portfolio seeks capital growth and current income (income
above that available from a portfolio invested entirely in equity
securities).
MFS Value Portfolio seeks capital appreciation.
Except for the VIP Money Market, VIPII Investment Grade Bond, VIPII Index
500 and MFS Growth With Income Portfolios, the Portfolios may purchase
lower-quality bonds which provide poor protection for payment of principal and
interest (commonly referred to as "junk bonds"). These securities are often in
default or are highly speculative. Lower-quality bonds involve greater risk of
default or price changes than securities assigned a higher quality rating due to
changes in the issuer's creditworthiness. This is an aggressive approach to
income investing. For a discussion of the risks of investment in these
securities, please see the Prospectuses for the Funds, which are attached to
this Prospectus.
There is no guarantee that any Portfolio will achieve its objective. In
addition, the Funds' Prospectuses advise that no single Portfolio constitutes a
balanced investment plan.
Subject to the approval and supervision of the Funds' Boards of Trustees,
Fidelity Management & Research Company ("FMR") manages the day-to-day investment
operations of the Variable Insurance Products Fund and the Variable Insurance
Products Fund II and exercises overall responsibility for the investment and
reinvestment of their assets. See the Prospectus of the Variable Insurance
Products Fund and the Variable Insurance Products Fund II for a description of
the experience and qualifications of FMR. For managing each Portfolio's
investments and business affairs, each Portfolio of the Variable Insurance
Products Fund and the Variable Insurance Products Fund II pays FMR a monthly
fee. See the Prospectus and Statement of Additional Information of the Variable
Insurance Products Fund and the Variable Insurance Products Fund II for a
description of the way in which this fee is calculated.
Massachusetts Financial Services Company ("MFS") provides the Portfolios of
the MFS Variable Insurance Trust with overall investment advisory and
administrative services, as well as general office facilities. Subject to such
policies as the Board of Trustees may determine, MFS makes investment decisions
for each Portfolio of the MFS Variable Insurance Trust. See the Prospectus of
the MFS Variable Insurance Trust for a description of the experience and
qualifications of MFS. For its services and facilities, MFS receives a monthly
management fee. See the Prospectus and Statement of Additional Information of
the MFS Variable Insurance Trust for a description of the way in which this fee
is calculated.
20
<PAGE>
BEFORE SELECTING ANY DIVISION, the Owner should carefully read the
Prospectuses for the Funds, which includes more complete information about each
Portfolio, including investment objectives and policies, charges and expenses.
An Owner may obtain additional copies of the Prospectuses of the Funds by
contacting American Franklin's Administrative Office.
American Franklin may enter into agreements with the investment advisers of
the Funds that provide for the investment adviser to reimburse American Franklin
for certain costs incurred in connection with administering the Funds as
variable funding options for the Contracts. Currently, American Franklin and
MFS have entered into an arrangement whereby MFS or its affiliates will pay a
fee to American Franklin equal, on an annualized basis, to a percentage of the
aggregate net assets of each of the Portfolios of the MFS Variable Insurance
Trust attributable to the Contracts. This fee will not be paid by the
Portfolios, their shareholders or the Owners.
Affiliates of FMR may compensate American Franklin or an affiliate for
administrative, distribution, or other services relating to the portfolios of
the Funds. Such compensation is generally based on assets of the portfolios
attributable to the Contracts and certain other variable contracts issued by
American Franklin and its affiliates.
VOTING PRIVILEGES
The Owner prior to the Annuity Commencement Date and the Annuitant or other
payee during the Annuity Period (or in the case of a Section 457 Contract, the
Owner during the Annuity Period) will be entitled to give American Franklin
instructions as to how Portfolio shares held in the Divisions of Separate
Account VA-1 attributable to his or her Contract should be voted at meetings of
shareholders of the Portfolio. Those persons entitled to give voting
instructions and the number of votes for which they may give directions will be
determined as of the record date for a meeting. Separate Account VA-1 will vote
all shares of each Portfolio that it holds of record in accordance with
instructions received with respect to all American Franklin annuity contracts
participating in that Portfolio.
Separate Account VA-1 will also vote all shares of each Portfolio for which
no instructions have been received for or against any proposition in the same
proportion as the shares for which voting instructions were received.
Prior to the Annuity Commencement Date, the number of votes each Owner is
entitled to direct with respect to a particular Portfolio is equal to (a) the
Owner's Variable Account Value attributable to that Portfolio divided by (b) the
net asset value of one share of that Portfolio. In determining the number of
votes, fractional votes will be recognized. While a variable Annuity Payment
Option is in effect, the number of votes an Annuitant or payee (or in the case
of a Section 457 Contract, the Owner) is entitled to direct with respect to a
particular Portfolio will be computed in a comparable manner, based on American
Franklin's liability for future Variable Annuity Payments with respect to the
Annuitant or payee as of the record date. Such liability for future payments
will be calculated on the basis of the mortality assumptions and the assumed
interest rate used in determining the number of Annuity Units under a Contract
and the applicable value of an Annuity Unit on the record date.
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Portfolio shares held by insurance company separate accounts other than
Separate Account VA-1 will generally be voted in accordance with instructions of
participants in such other separate accounts.
American Franklin believes that its voting instruction procedures comply
with current federal securities law requirements and interpretations thereof.
However, American Franklin reserves the right to modify these procedures in any
manner consistent with applicable legal requirements and interpretations as in
effect from time to time.
THE FIXED ACCOUNT
AMOUNTS IN THE FIXED ACCOUNT OR SUPPORTING FIXED ANNUITY PAYMENTS BECOME
PART OF AMERICAN FRANKLIN'S GENERAL ACCOUNT. BECAUSE OF EXEMPTIVE AND
EXCLUSIONARY PROVISIONS, INTERESTS IN THE GENERAL ACCOUNT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, NOR IS THE GENERAL ACCOUNT
REGISTERED AS AN INVESTMENT COMPANY UNDER THE 1940 ACT. AMERICAN FRANKLIN HAS
BEEN ADVISED THAT THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
REVIEWED THE DISCLOSURES IN THIS PROSPECTUS THAT RELATE TO THE FIXED ACCOUNT OR
FIXED ANNUITY PAYMENTS. DISCLOSURES REGARDING THESE MATTERS, HOWEVER, MAY BE
SUBJECT TO CERTAIN GENERALLY APPLICABLE PROVISIONS OF THE FEDERAL SECURITIES
LAWS RELATING TO THE ACCURACY AND COMPLETENESS OF STATEMENTS IN PROSPECTUSES.
Obligations with respect to the Fixed Account are legal obligations of
American Franklin and are supported by its General Account assets, which also
support obligations incurred by American Franklin under other insurance and
annuity contracts. Investments purchased with amounts allocated to the Fixed
Account are the property of American Franklin, and Owners have no legal rights
in such investments.
Account Value that is allocated by the Owner to the Fixed Account earns a
Guaranteed Interest Rate commencing with the date of such allocation. This
Guaranteed Interest Rate continues for a number of years selected by the Owner
from among the Guarantee Periods that American Franklin then offers. American
Franklin currently makes available Guarantee Periods of one, three and five
years. Each Guarantee Period has its own Guaranteed Interest Rate, which may
differ from those for other Guarantee Periods. At the end of a Guarantee
Period, the Owner's Account Value in that Guarantee Period, including interest
accrued thereon, will be allocated to a new Guarantee Period of the same length
unless American Franklin has received a written request from the Owner to
allocate this amount to a different Guarantee Period or periods or to one or
more of the Divisions of Separate Account VA-1. American Franklin must receive
this written request at least three Valuation Dates prior to the end of the
Guarantee Period. If the Owner has not provided such written request and the
renewed Guarantee Period extends beyond the scheduled Annuity Commencement Date,
American Franklin will nevertheless contact the Owner regarding the scheduled
Annuity Commencement Date. If the Owner elects to annuitize in this
circumstance, the Surrender Charge may be waived. See "Annuity Payment Options"
and "Surrender Charge." The first day of the new Guarantee Period (or other
reallocation) will be the
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day after the end of the prior Guarantee Period. American Franklin will notify
the Owner at least 30 days and not more than 60 days prior to the end of any
Guarantee Period. If the Owner's Account Value in a Guarantee Period is less
than $500, American Franklin reserves the right, without charge, automatically
to transfer the balance to the VIP Money Market Division at the end of that
Guarantee Period, unless American Franklin has received in good order written
instructions to transfer such balance to a Division or to allocate such balance
to a new Guarantee Period.
American Franklin declares the Guaranteed Interest Rates from time to time
as market conditions dictate. American Franklin advises an Owner of the
Guaranteed Interest Rate for a chosen Guarantee Period at the time a purchase
payment is received, a transfer is effected or a Guarantee Period is renewed. A
different rate of interest may be credited to one Guarantee Period than to
another Guarantee Period because the other Guarantee Period begins on a
different date or is of a different length. Also, different rates of interest
may be credited to a renewed Guarantee Period and a Guarantee Period in respect
of a new Contract, an additional purchase payment or a transfer from the
Variable Account that begin on the same date and are of the same length. The
minimum Guaranteed Interest Rate is an effective annual rate of 3%.
From time to time American Franklin will, at its discretion, change the
Guaranteed Interest Rate for future Guarantee Periods of various lengths. These
changes will not affect the Guaranteed Interest Rates being paid on Guarantee
Periods that have already commenced. Each allocation or transfer of an amount
to a Guarantee Period commences the running of a new Guarantee Period with
respect to that amount, which will earn a Guaranteed Interest Rate that will
continue unchanged until the end of that period. The Guaranteed Interest Rate
will never be less than the minimum Guaranteed Interest Rate stated in each
Contract. American Franklin reserves the right to change the Guarantee Periods
available at any time.
AMERICAN FRANKLIN'S MANAGEMENT MAKES THE FINAL DETERMINATION OF THE
GUARANTEED INTEREST RATES TO BE DECLARED. AMERICAN FRANKLIN CANNOT PREDICT OR
ASSURE THE LEVEL OF ANY FUTURE GUARANTEED INTEREST RATES IN EXCESS OF THE
MINIMUM GUARANTEED INTEREST RATE STATED IN A CONTRACT.
Information concerning the Guaranteed Interest Rates applicable to the
various Guarantee Periods at any time may be obtained from an American Franklin
sales representative or from American Franklin's Administrative Office.
CONTRACT ISSUANCE AND PURCHASE PAYMENTS
The minimum initial purchase payment is $5,000 (or $2,000 for Qualified
Contracts issued in connection with Section 408(b) Individual Retirement
Annuities and Section 408(k) Simplified Employee Pensions). The amount of any
subsequent purchase payment allocated to any Division or Guarantee Period must
be at least $50. American Franklin reserves the right to modify these minimums,
in its discretion. American Franklin may waive the minimum initial purchase
payment for Contracts where the average purchase payment for a block of
applicants meets the minimum purchase payment requirement but certain individual
Contracts within the block may not meet this requirement.
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American Franklin also may waive this requirement in the event of an exchange
offer described under "Exchange of Other Variable Annuity Contracts."
An application to purchase a Contract must be made by a signed written
application form provided by American Franklin or by such other medium or format
as may be agreed to by American Franklin. When a purchase payment accompanies
an application to purchase a Contract and the application is properly completed,
American Franklin will, within two business days after receipt of the
application at its Administrative Office, either process the application, credit
the purchase payment, and issue the Contract or reject the application and
return the purchase payment.
If the application or other information is incomplete when received,
American Franklin will attempt to contact the applicant to complete the
application or other information. If American Franklin cannot complete that
process within five business days of receipt of the initial purchase payment,
the entire initial purchase payment will be immediately returned unless the
applicant has been informed of the delay and requests that the initial purchase
payment not be returned. American Franklin will credit the balance of the
initial purchase payment, after deduction of any charges and any applicable
premium tax, to the Divisions and/or the Fixed Account selected by the applicant
when the application or other information is complete. Subsequent purchase
payments are credited as of the end of the Valuation Period in which they and
any required written identifying information, are received at American
Franklin's Administrative Office. American Franklin reserves the right to
reject any application or purchase payment for any reason.
If the Owner's Account Value in any Division falls below $500 because of a
partial withdrawal from the Contract, American Franklin reserves the right to
transfer, without charge, the remaining balance to the VIP Money Market
Division. If the Owner's Account Value in any Division falls below $500 because
of a transfer to another Division, Divisions or to the Fixed Account, American
Franklin reserves the right to transfer the remaining balance in that Division,
without charge and pro rata, to the Division, Divisions or Fixed Account to
which the transfer was made. These minimum requirements are waived for
transfers under the Variable Account Asset Rebalancing program. See "Variable
Account Asset Rebalancing." If the Owner's total Account Value falls below
$500, American Franklin may cancel the Contract. (In Texas, if the Owner's
Account Value is less than $500 or would provide an income the initial amount of
which is less than $20 per month and no purchase payments have been applied for
a period of 2 full years, American Franklin may cancel the Contract upon 60
days' notice to the Owner and return the Owner's Account Value.) Different
termination provisions apply in the case of Individual Retirement Annuities.
Such a cancellation would be considered a full surrender of the Contract.
American Franklin will provide an Owner with 60 days' advance notice of any such
cancellation.
So long as the Account Value does not fall below $500 (except in the case
of Individual Retirement Annuities), an Owner is not required to make any
further purchase payments. Subsequent purchase payments, however, may be made
at any time prior to the Annuity Commencement Date and while the Owner and
Annuitant are still living. Checks for subsequent purchase payments should be
made payable to The American Franklin Life Insurance Company and forwarded
directly to American Franklin's Administrative Office. American Franklin also
accepts purchase payments by wire or by exchange from another insurance company.
An Owner may obtain further information about how to make purchase payments by
either of these methods from a sales representative or from American
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Franklin's Administrative Office. Purchase payments pursuant to salary
reduction plans may be made only with American Franklin's agreement. In the
case of a Qualified Contract issued for use as an Individual Retirement Annuity,
annual purchase payments may not, in general, exceed $2,000. However, if the
Individual Retirement Annuity is a Simplified Employee Pension, annual purchase
payments may not exceed $24,500, or if a Simple Retirement Account, annual
purchase payments may not exceed the maximum amount allowed by law to be
contributed to such plans. In the case of a Section 457 Contract, annual
purchase payments may not, in general, exceed $7,500.
Purchase payments begin to earn a return in the Divisions of Separate
Account VA-1 or the Guarantee Periods of the Fixed Account as of the date they
are credited to a Contract. The amount of each purchase payment that is to be
allocated to each Division and each Guarantee Period is selected (in whole
percentages) in the application form. These allocation percentages may be
changed at any time by written notice to American Franklin.
ACCOUNT VALUE
Prior to the Annuity Commencement Date, the Account Value under a Contract
is the sum of the Variable Account Value and Fixed Account Value, as discussed
below.
VARIABLE ACCOUNT VALUE
The Variable Account Value as of any Valuation Date prior to the Annuity
Commencement Date is the sum of the Variable Account Values in each Division of
Separate Account VA-1 as of that date. The Variable Account Value in any such
Division is the product of the number of Accumulation Units in that Division
multiplied by the value of one such Accumulation Unit as of that Valuation Date.
There is no guaranteed minimum Variable Account Value. To the extent that the
Account Value is allocated to Separate Account VA-1, the Owner bears the entire
risk of investment losses.
Accumulation Units in a Division are credited when purchase payments are
allocated or amounts are transferred to that Division. Similarly, such
Accumulation Units are canceled to the extent amounts are transferred or
withdrawn from a Division or to the extent necessary to pay certain charges
under the Contract. The crediting or cancellation of Accumulation Units is
based on the value of such Accumulation Units at the end of the Valuation Date
as of which the related amounts are being credited to or charged against the
Variable Account Value.
The value of an Accumulation Unit for a Division on any Valuation Date is
equal to the previous value of that Division's Accumulation Unit multiplied by
that Division's net investment factor for the Valuation Period ending on that
Valuation Date. The value of an Accumulation Unit for each Division at the
commencement of operations was $5.00.
The net investment factor for a Division is determined by dividing (1) the
net asset value per share of the Portfolio shares held by the Division,
determined at the end of the current Valuation Period, plus the per share amount
of any dividend or capital gains distribution made with respect to the Portfolio
shares held by the Division during the current Valuation Period, by (2) the net
asset value per share of the Portfolio shares held in the Division as determined
at the
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end of the previous Valuation Period, and subtracting from that result a factor
representing the mortality risk, expense risk and administrative expense charge.
FIXED ACCOUNT VALUE
The Fixed Account Value as of any Valuation Date prior to the Annuity
Commencement Date is the sum of the Fixed Account Value in each Guarantee Period
as of that date. The Fixed Account Value in any Guarantee Period is equal to
the following amounts, in each case increased by accrued interest at the
applicable Guaranteed Interest Rate: (1) the amount of net purchase payments,
renewals and transferred amounts allocated to the Guarantee Period less (2) the
amount of any transfers or withdrawals out of the Guarantee Period, including
withdrawals to pay applicable charges.
Fixed Account Value is guaranteed by American Franklin. Therefore,
American Franklin bears the investment risk with respect to amounts allocated to
the Fixed Account, except to the extent that American Franklin may vary the
Guaranteed Interest Rate for future Guarantee Periods (subject to the minimum
Guaranteed Interest Rate stated in a Contract).
TRANSFER, VARIABLE ACCOUNT ASSET REBALANCING, SURRENDER AND
PARTIAL WITHDRAWAL OF ACCOUNT VALUE
TRANSFERS
Commencing 30 days after the Contract's date of issue and prior to the
Annuity Commencement Date, Account Value may be transferred at any time among
the available Divisions of Separate Account VA-1 and Guarantee Periods, subject
to the conditions described below. Such transfers will be effective at the end
of the Valuation Period in which American Franklin receives a written or
telephone transfer request.
If a transfer would cause the Account Value in any Division or Guarantee
Period to fall below $500, American Franklin reserves the right also to transfer
the remaining balance in that Division or Guarantee Period in the same
proportions as the transfer request.
Prior to the Annuity Commencement Date and after the first 30 days
following the date of issue of the Contract, an Owner may make up to 12
transfers each Contact Year without charge, but each additional transfer will be
subject to a $25 charge. Also, no more than 25% of the Account Value allocated
to a Guarantee Period at its inception may be transferred during any Contract
Year. This 25% limitation does not apply to transfers within 15 days before or
after the end of the Guarantee Period in which the transferred amounts were
being held to the same or another Guarantee Period, or to a renewal at the end
of the Guarantee Period to a Guarantee Period of the same length.
Subject to the above general rules concerning transfers, an automatic
transfer plan may be established, whereby amounts are automatically transferred
by American Franklin from the VIP Money Market Division to one or more other
Divisions on a monthly, quarterly or semi-annual basis. Transfers under such
automatic transfer plan will not count towards the 12 free transfers each
Contract Year, and will not incur a $25 charge. Additional information about
how to establish an automatic
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transfer program may be obtained from a sales representative or from American
Franklin's Administrative Office.
If the person or persons that are entitled to make transfers have provided
a properly completed Telephone Transfer Privilege form that is on file with
American Franklin, transfers may be made pursuant to telephone instructions,
subject to the terms of the Telephone Transfer Privilege authorization.
American Franklin will honor telephone transfer instructions from any person who
provides the correct information, so there is a risk of possible loss if
unauthorized persons use this service in the Owner's name. Under the Telephone
Transfer Privilege, American Franklin is not liable for any acts or omissions
based upon instructions that it reasonably believes to be genuine, including
losses arising from errors in the communication of transfer instructions.
American Franklin has established procedures for accepting telephone transfer
instructions, which include verification of the Contract number, the identity of
the caller, both the Annuitant's and Owner's names, and a form of personal
identification from the caller. American Franklin will mail to the Owner a
written confirmation of the transaction. If several persons seek to effect
telephone transfers at or about the same time, or if the recording equipment
malfunctions, it may be impossible to make a telephone transfer at the time
desired. If this occurs, the Owner should submit a written transfer request.
Also, if, due to equipment malfunction or other circumstances, the recording of
a telephone request is incomplete or not fully comprehensible, American Franklin
will not process the transaction. The phone number for telephone exchanges is
shown on the cover page of this Prospectus.
The Contracts are not designed for professional market timing organizations
or other entities utilizing programmed and frequent transfers. American
Franklin reserves the right at any time and without prior notice to any party to
terminate, suspend, or modify its policy regarding transfers.
VARIABLE ACCOUNT ASSET REBALANCING
Variable Account Asset Rebalancing permits an Owner to authorize American
Franklin to transfer automatically funds among the Divisions of Separate Account
VA-1 on a quarterly, semi-annual or annual basis, measured from the Contract
Anniversary date, so that the values in each Division on such date correspond to
a percentage allocation of the total Variable Account Value designated by the
Owner. Variable Account Asset Rebalancing may not be used to transfer amounts
to or from any Guarantee Period.
Variable Account Asset Rebalancing is designed to permit the exchange of
Variable Account Value from those Divisions that have increased in value to
those Divisions that have declined in value. Over time, this method of
investing may aid an Owner in purchasing at lower prices and selling at higher
prices, although there can be no assurance of this and this method does not
guarantee that the Owner will experience profits or that the Owner will not
experience losses.
This option is available for Contracts having an Account Value of at least
$25,000 at the time the application to enroll in the Variable Account Asset
Rebalancing Program is received by American Franklin. An Owner may submit an
application to enroll in the program at any time, and once enrolled, an Owner
may discontinue his or her participation in the program at any time effective
after a written notice to such effect is received by American Franklin.
Transfers under the Variable Account Asset
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Rebalancing Program will not count towards the twelve free transfers each
Contract Year, and will not incur a $25 charge. See "Transfers," immediately
above.
SURRENDERS AND PARTIAL WITHDRAWALS
At any time prior to the Annuity Commencement Date and while the Annuitant
is still living, the Owner may make a full surrender of or partial withdrawal
from his or her Contract.
The amount payable to the Owner upon full surrender is the Owner's Account
Value at the end of the Valuation Period in which American Franklin receives a
written surrender request in good order, minus any applicable Surrender Charge,
minus the amount of any uncollected Annual Contract Fee (see "Annual Contract
Fee") and minus any applicable premium tax. American Franklin's current
practice is to require that the Owner return the Contract with any request for a
full surrender. After a full surrender, or if the Owner's Account Value falls
to zero, all rights of the Owner, Annuitant or any other person with respect to
the Contract will terminate. All collateral assignees of record must consent to
any full surrender or partial withdrawal.
A written request for a partial withdrawal should specify the Divisions of
Separate Account VA-1, or the Guarantee Periods of the Fixed Account, from which
the Owner wishes the partial withdrawal to be made. If not specified, or if the
withdrawal cannot be made in accordance with the Owner's specification, to the
extent necessary the withdrawal will be taken pro-rata from the Divisions and
Guarantee Periods, based on the Account Value in each. Partial withdrawal
requests must be for at least $100 or, if less, all of the Account Value. If
the remaining Account Value in a Division or Guarantee Period would be less than
$500 as a result of the withdrawal (except for the VIP Money Market Division),
American Franklin reserves the right to transfer, without charge, the remaining
balance to the VIP Money Market Division. Unless the Owner requests otherwise,
upon a partial withdrawal, the Accumulation Units and Fixed Account interests
that are cancelled will have a total value equal to the amount of the withdrawal
request, and the amount payable to the Owner will be the amount of the
withdrawal request less any Surrender Charge, uncollected Annual Contract Fee
and premium tax if applicable, payable upon the partial withdrawal.
American Franklin also makes available a systematic withdrawal plan under
which automatic partial withdrawals may be made at periodic intervals in a
specified amount, subject to the terms and conditions applicable to other
partial withdrawals. Additional information about how to establish such a
systematic withdrawal program may be obtained from a sales representative or
from American Franklin's Administrative Office. American Franklin reserves the
right to modify or terminate the procedures for systematic withdrawals at any
time.
There are certain restrictions on Section 403(b) tax sheltered annuities.
Contributions to the Contract and any increases in cash value may not be
distributed unless the Owner/employee has (a) attained age 59 1/2,
(b) terminated employment, (c) died, (d) become disabled or (e) experienced
financial hardship. Distributions due to financial hardship or separation from
service may still be subject to a penalty tax of 10%. A payment by American
Franklin pursuant to a full surrender or partial withdrawal may be subject to
federal income tax withholding and federal tax penalties. See "Federal Income
Tax Matters."
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Contracts issued to participants in the Texas Optional Retirement Program,
as codified in Chapter 830 of Title 8 of the Government Code of the State of
Texas, may not be redeemed prior to the participant's termination of employment
in the Texas public institutions of higher education or the participant's
retirement, death or attainment of age 70 1/2.
ANNUITY PERIOD AND ANNUITY PAYMENT OPTIONS
ANNUITY COMMENCEMENT DATE
Subject to any limitations in a Qualified Plan or Section 457 Plan, the
Owner may select the Annuity Commencement Date when applying to purchase a
Contract and may change a previously selected date at any time prior to the
beginning of an Annuity Payment Option by submitting a written request, subject
to approval by American Franklin. The Annuity Commencement Date may be any day
of any month up to and including the Annuitant's 99th birthday. See "Federal
Income Tax Matters" for a description of the penalties that may attach to
distributions that are made prior to the Annuitant's attaining age 591/2 under
any Contract or that begin later than April 1 of the year following the calendar
year in which the Annuitant attains age 701/2 or retires under Qualified
Contracts or Section 457 Contracts.
APPLICATION OF ACCOUNT VALUE
American Franklin will, except in the case of a Section 457 Contract,
automatically apply the Variable Account Value in any Division to provide
Variable Annuity Payments based on that Division and the Fixed Account Value to
provide Fixed Annuity Payments. However, if the Owner gives other written
instructions at least 30 days prior to the Annuity Commencement Date, American
Franklin will apply the Owner's Account Value in different proportions. In the
case of a Section 457 Contract, under current federal income tax rules both the
Variable Account Value in any Division and the Fixed Account Value may be
required to be applied to provide Fixed Annuity Payments.
American Franklin deducts any applicable state and local premium taxes from
the amount of Account Value being applied to an Annuity Payment Option. In some
cases, American Franklin may deduct a Surrender Charge from the amount being
applied. See "Surrender Charge." Subject to any such adjustments, the Owner's
Variable and Fixed Account Value are applied to an Annuity Payment Option, as
discussed below, as of the end of the Valuation Period that contains the tenth
day prior to the Annuity Commencement Date.
FIXED AND VARIABLE ANNUITY PAYMENTS
The amount of the first monthly Fixed or Variable Annuity Payment will be
at least as great as the amount determined from the annuity tables set forth in
the Contract, based on the amount of the Owner's Account Value that is applied
to provide the Fixed or Variable Annuity Payments. Thereafter, the amount of
each monthly Fixed Annuity Payment is fixed and specified by the terms of the
Annuity Payment Option selected.
The Account Value that is applied to provide Variable Annuity Payments is
converted to a number of Annuity Units by dividing the amount of the first
Variable Annuity Payment by the value of an Annuity Unit of the relevant
Division as of the end of the Valuation Period that includes the tenth
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day prior to the Annuity Commencement Date. This number of Annuity Units
thereafter remains constant with respect to any Annuitant, and the amount of
each subsequent Variable Annuity Payment is determined by multiplying this
number by the value of an Annuity Unit as of the end of the Valuation Period
that contains the tenth day prior to the date of each payment. If the Variable
Annuity Payments are based on more than one Division, these calculations are
performed separately for each Division. The value of an Annuity Unit at the end
of a Valuation Period is the value of the Annuity Unit at the end of the
previous Valuation Period, multiplied by the net investment factor (see
"Variable Account Value") for the Valuation Period, with an offset for the 3.5%
assumed interest rate used in the Contract's annuity tables. The value of an
Annuity Unit for each Division at the commencement of operations was $5.00.
As a result of the foregoing computations, if the net investment return for
a Division for any month is at an annual rate of more than the assumed interest
rate used in the Contract's annuity tables, any Variable Annuity Payment based
on that Division will be greater than the Variable Annuity Payment based on that
Division for the previous month. If the net investment return for a Division
for any month is at an annual rate of less than the assumed interest rate used
in the Contract's annuity tables, any Variable Annuity Payment based on that
Division will be less than the Variable Annuity Payment based on that Division
for the previous month.
ANNUITY PAYMENT OPTIONS
The Owner may elect to have annuity payments made beginning on the Annuity
Commencement Date under any one of the Annuity Payment Options described below.
American Franklin will notify the Owner 60 to 90 days prior to the scheduled
Annuity Commencement Date that the Contract is scheduled to mature, and request
that an Annuity Payment Option be selected. If the Owner has not selected an
Annuity Payment Option ten days prior to the Annuity Commencement Date, American
Franklin will proceed as follows: (1) if the scheduled Annuity Commencement Date
is any date prior to the Annuitant's 99th birthday, American Franklin will
extend the Annuity Commencement Date to the Annuitant's 99th birthday, subject
to various state limitations; or (2) if the scheduled Annuity Commencement Date
is the Annuitant's 99th birthday, the Account Value less any applicable
Surrender Charge, Annual Contract Fee and premium taxes will be paid in one sum
to the Owner.
The Code imposes minimum distribution requirements that have a bearing on
the Annuity Payment Option and the Annuity Commencement Date that should be
chosen in connection with Non-Qualified Contracts, Qualified Contracts and
Section 457 Contracts and may make certain Annuity Payment Options unavailable.
See "Federal Income Tax Matters," below, and "Limitations on Annuity Payment
Options" in the Statement of Additional Information. American Franklin is not
responsible for monitoring or advising Owners as to whether the minimum
distribution requirements are being met, unless American Franklin has received a
specific written request to do so.
No election of any Annuity Payment Option may be made unless an initial
annuity payment of at least $100 would be provided, where only Fixed or only
Variable Annuity Payments are elected, and $50 on each basis when a combination
of Variable and Fixed Annuity Payments is elected. If these minimums are not
met, American Franklin will first reduce the frequency of annuity payments, and
if the minimums are still not met, American Franklin will make a lump-sum
payment to the Annuitant or
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other properly designated payee in the amount of the Owner's Account Value, less
any applicable Surrender Charge, any uncollected Annual Contract Fee, any
applicable premium tax and any applicable federal income tax withholding.
The Owner, or if the Owner has not done so, the Beneficiary may, within 60
days after the death of the Owner or Annuitant, elect that any amount due to the
Beneficiary be applied under any option described below, subject to certain tax
law requirements and the requirements of Qualified Plans and Section 457 Plans.
See "Death Benefit." Thereafter, the Beneficiary will have all the remaining
rights and powers under the Contract and be subject to all the terms and
conditions thereof, except that in the case of Qualified Contracts and Section
457 Contracts, the Owner will retain those rights and powers. The first annuity
payment will be made at the beginning of the second month following the month in
which American Franklin approves the settlement request. Annuity Units will be
credited based on Annuity Unit Values at the end of the Valuation Period that
contains the tenth day prior to the beginning of said second month.
When an Annuity Payment Option becomes effective, the Contract must be
delivered to American Franklin's Administrative Office, in exchange for a
payment contract providing for the option elected. An Annuity Payment Option
may not be terminated once annuity payments have commenced.
Information about the relationship between the Annuitant's sex and the
amount of annuity payments, including requirements for "uni-sex" annuity rates
in certain states and in connection with certain "employer-related" plans is set
forth under "Use of Gender Based Annuity Tables," below and under "Gender of
Annuitant" in the Statement of Additional Information. See "Table of Contents
of Statement of Additional Information."
FIRST OPTION - LIFE ANNUITY. An annuity payable monthly during the lifetime of
the Annuitant, ceasing with the last annuity payment due prior to the death of
the Annuitant. This Option offers the maximum level of monthly annuity payments
since there is no guarantee of a minimum number of annuity payments or provision
for any continued payments to a Beneficiary upon the death of the Annuitant. It
would be possible under this Option for the Annuitant to receive only one
annuity payment if he or she dies before the second annuity payment, or to
receive only two annuity payments if he or she died after the second annuity
payment but before the third annuity payment, and so forth.
SECOND OPTION - LIFE ANNUITY WITH 120, 180, OR 240 MONTHLY PAYMENTS CERTAIN. An
annuity payable monthly during the lifetime of the Annuitant including the
commitment that if, at the death of the Annuitant, annuity payments have been
made for less than 120 months, 180 months, or 240 months (as selected by the
Owner in electing this Option), annuity payments shall be continued during the
remainder of the selected period to the Beneficiary.
THIRD OPTION - JOINT AND LAST SURVIVOR LIFE ANNUITY. An annuity payable monthly
during the joint lifetime of the Annuitant and another payee, and thereafter
during the remaining lifetime of the survivor, ceasing with the last annuity
payment due prior to the death of the survivor. Since there is no minimum
number of guaranteed payments under this Option, it would be possible under this
Option to receive only one annuity payment if both the Annuitant and the other
payee died before the second annuity payment date, or to receive only two
annuity payments if both the
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Annuitant and the other payee died after the second annuity payment but before
the third annuity payment, and so forth.
FOURTH OPTION - PAYMENTS FOR A DESIGNATED PERIOD. An amount payable monthly to
the Annuitant or other properly-designated payee, for a number of years which
may be from five to 40 (as selected by the Owner in electing this Option). At
the death of the Annuitant or other payee, payments will be continued to the
Beneficiary for the remaining period. If Variable Annuity Payments are selected
under this Option, the designated period may not exceed the life expectancy of
the Annuitant or other properly-designated payee.
FIFTH OPTION - PAYMENTS OF A SPECIFIED DOLLAR AMOUNT. This Option is available
only as a Fixed Annuity. The amount due will be paid to the Annuitant in equal
monthly annuity payments of a designated dollar amount (not less than $125 nor
more than $200 per annum per $1,000 of the original amount due) until the
remaining balance is less than the amount of one annuity payment, at which time
such balance will be paid and will be the final annuity payment under this
Option. Upon the death of the Annuitant, payments will be continued to the
Beneficiary until such remaining balance is paid. The remaining balance at the
end of any month is determined by decreasing the balance at the end of the
previous month by the amount of any installment paid during the month and by
adding to the result interest at a rate not less than 3.5% compounded annually.
Under the fourth option there is no mortality guarantee by American
Franklin, even though the value of Accumulation Units and Annuity Units applied
to this option will be reduced as a result of a charge to Separate Account VA-1
which is partially for mortality risks. See "Charge to Separate Account VA-1."
Under federal tax regulations, the election of the fourth or fifth options
may be treated in the same manner as a surrender of the total Account Value.
For tax consequences of such treatment, see "Federal Income Tax Matters." Also,
in such a case, tax-deferred treatment of subsequent earnings may not be
available.
ALTERNATIVE AMOUNT UNDER FIXED LIFE ANNUITY OPTIONS - Each Contract
provides that when Fixed Annuity Payments are to be made under one of the first
three Annuity Payment Options described above, the Owner (or if the Owner has
not elected a payment option, the Beneficiary) may elect monthly payments to the
Annuitant or other properly designated payee equal to the monthly payment
available for an annuitant of the same adjusted age and, if applicable, the same
sex as the Annuitant based on single payment immediate fixed annuity rates then
in use by American Franklin. The purpose of this provision is to assure the
Annuitant that, at retirement, if the fixed annuity purchase rate then offered
by American Franklin for new single payment immediate annuity contracts is more
favorable than the annuity rates guaranteed by the Contract, the Annuitant or
other properly designated payee will be given the benefit of the new annuity
rates.
In lieu of monthly payments, payments may be elected on a quarterly,
semi-annual or annual basis, in which case the amount of each annuity payment
will be determined on a basis consistent with that described above for monthly
payments.
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TRANSFERS
After the Annuity Commencement Date, the Annuitant or other properly
designated payee may make one transfer every 180 days among the available
Divisions of Separate Account VA-1 or from the Divisions to a fixed Annuity
Payment Option. No charge will be assessed for such transfer. No transfers
from a fixed to a variable Annuity Payment Option are permitted. If a transfer
would cause the value that is attributable to a Contract in any Division to fall
below $500, American Franklin reserves the right to transfer the remaining
balance in that Division in the same proportion as the transfer request.
Transfers will be effected at the end of the Valuation Period in which American
Franklin receives a written transfer request at American Franklin's
Administrative Office. American Franklin reserves the right to terminate or
restrict transfers at any time.
USE OF GENDER BASED ANNUITY TABLES
Court decisions, particularly Arizona Governing Committee v. Norris, have
held that the use of gender based mortality tables to determine benefits under
"employer-related" plans may violate Title VII of the Civil Rights Act of 1964
("Title VII"). These cases indicate that plans sponsored by employers subject
to Title VII generally may not provide different benefits for similarly-situated
men and women.
The Contracts described in this Prospectus incorporate annuity rate tables
which reflect the age and sex of the Annuitant and the Annuity Option selected.
Such sex-distinct tables continue to be appropriate for use, for example, under
Contracts which are not purchased in connection with an "employer-related" plan
subject to Norris (such as Individual Retirement Annuities not sponsored by an
employer). However, in order to enable subject employers to comply with Norris,
American Franklin will provide Contracts incorporating "unisex" annuity rate
tables for use in connection with "employer-related" plans. Persons
contemplating purchase of a Contract, as well as current Owners, should consult
a legal advisor regarding the applicability and implications of Norris in
connection with their purchase and ownership of a Contract.
DEATH BENEFIT
The Contracts provide that in the event the Annuitant dies before the
Annuity Commencement Date, the Contingent Annuitant, if one was named in the
application for the Contract, will become the Annuitant. If the Annuitant dies
before the Annuity Commencement Date and either (a) there is no designated
Contingent Annuitant or (b) the Contingent Annuitant predeceases the Annuitant,
the Beneficiary will receive the Death Benefit as determined on the date of
receipt of due proof of death by American Franklin at its Administrative Office.
The Contracts also provide for payment of a Death Benefit to the Beneficiary if
the Owner (including the first to die in the case of joint Owners) of a
Non-Qualified Contract dies. However, if the designated Beneficiary is the
Owner's surviving spouse, the designated Beneficiary may elect to continue the
Contract as described below. The Death Benefit, prior to the deduction of any
applicable premium taxes, will equal the greater of the Account Value or the sum
of all net purchase payments minus amounts surrendered or withdrawn.
Death Benefit proceeds will remain invested in the Fixed Account and
Separate Account VA-1 in accordance with the purchase payment allocation
instructions given by the Owner until the proceeds
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are paid or American Franklin receives new instructions from the Beneficiary.
The death benefit may be taken in one sum, to be paid within 7 days after the
date due proof of death and a written request in good order from the Beneficiary
as to the manner of payment are received (except when American Franklin is
permitted to defer such payment under the 1940 Act, or under any of the Annuity
Payment Options then being offered by American Franklin). The proceeds due on
the death may be applied to provide Variable Annuity Payments, Fixed Annuity
Payments, or a combination of Variable and Fixed Annuity Payments.
If the Owner has not already done so, the Beneficiary may, within 60 days
after the date the Death Benefit becomes payable, elect to receive the Death
Benefit in one sum or under any of the available Annuity Payment Options. If
American Franklin receives no request as to the manner of payment, payment will
be made in one sum, based on values determined at that time. If an Annuity
Payment Option is selected, unless directed otherwise at least 30 days prior to
the Annuity Commencement Date, American Franklin will apply the Fixed Account
Value to provide Fixed Annuity Payments and the Variable Account Value to
provide Variable Annuity Payments, except that in the case of a Section 457
Contract, all Account Value will be applied to provide Fixed Annuity Payments.
If the Owner is not an individual, the Death Benefit payable upon the death
of the Annuitant prior to the Annuity Commencement Date will be payable only as
one sum or under the same Annuity Options and in the same manner as if an
individual Owner died on the date of the Annuitant's death.
The payment of the Death Benefit may be delayed for any period during which
(a) the New York Stock Exchange is closed other than customary holiday or
weekend closings, or trading on the New York Stock Exchange is restricted as
determined by the Securities and Exchange Commission; (b) the Securities and
Exchange Commission determines that an emergency exists making valuation or
disposal of securities not reasonably practicable; or (c) the Securities and
Exchange Commission by order permits the delay for the protection of Owners.
If any Owner under a Non-Qualified Contract dies prior to the Annuity
Commencement Date, the Code requires that all amounts payable under the Contract
be distributed (a) within five years of the date of death or (b) as annuity
payments beginning within one year of the date of death and continuing over a
period not extending beyond the life expectancy of the designated Beneficiary.
If the designated Beneficiary is the deceased Owner's surviving spouse, the
spouse may elect to continue the Contract as the new Owner and, if the deceased
Owner was the Annuitant, as the new Annuitant. If any Owner is not a natural
person, these requirements apply upon the death of the primary Annuitant within
the meaning of the Code. Failure to satisfy these Code distribution
requirements may result in serious adverse tax consequences. Under parallel
provisions of the Code, similar requirements apply to retirement and deferred
compensation plans in connection with which Qualified Contracts and Section 457
Contracts are issued.
Once American Franklin has paid the Death Benefit, the Contract terminates
and American Franklin has no further obligations thereunder.
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CHARGES UNDER THE CONTRACTS
American Franklin deducts the charges described below to cover costs and
expenses, services provided, and risks assumed under the Contracts. The amount
of a charge may not necessarily correspond to the costs associated with
providing the services or benefits indicated by the designation of the charge or
associated with the particular Contract. For example, the Surrender Charge may
not fully cover all of the sales and distribution expenses actually incurred by
American Franklin, and proceeds from other charges, including the mortality and
expense risk charge, may be used in part to cover such expenses.
PREMIUM TAXES
When applicable, American Franklin will deduct an amount to cover premium
taxes. Such deduction will be made, in accordance with applicable state law:
(1) from purchase payment(s) when received; or
(2) from the Owner's Account Value at the time annuity payments begin; or
(3) from the amount of any partial withdrawal; or
(4) from proceeds payable upon termination of the Contract for any other
reason, including death of the Annuitant or Owner, or surrender of the
Contract.
If premium tax is paid, American Franklin may reimburse itself for such tax
when deduction is being made under paragraphs 2, 3, or 4 above calculated by
multiplying the sum of purchase payments being withdrawn by the applicable
premium tax percentage.
Applicable premium tax rates depend upon the Owner's then current place of
residence. Applicable rates currently range from 0% to 3.5% and are subject to
change.
SURRENDER CHARGE
The Surrender Charge reimburses American Franklin for part of its expenses
related to distributing the Contracts. American Franklin believes, however,
that the amount of such expenses will exceed the amount of revenues generated by
the Surrender Charge. American Franklin will pay such excess out of its general
surplus, which might include profits from the charge for the assumption of
mortality and expense risks and the Annual Contract Fee.
Unless a withdrawal is exempt from the Surrender Charge (as discussed
below), the Surrender Charge is a percentage of the amount of each purchase
payment that is withdrawn during the first seven years after it was received.
The percentage declines depending on how many years have passed since the
withdrawn purchase payment was originally credited to Account Value, as follows:
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<TABLE>
<CAPTION>
YEAR OF
PURCHASE SURRENDER CHARGE AS A
PAYMENT PERCENTAGE OF PURCHASE
WITHDRAWAL PAYMENT WITHDRAWN
<S> <C> <C>
1st 6%
2nd 6%
3rd 5%
4th 5%
5th 4%
6th 4%
7th 2%
Thereafter 0%
</TABLE>
Only for the purpose of computing the Surrender Charge, the earliest purchase
payments are deemed to be withdrawn first, and purchase payments are deemed to
be withdrawn before any amounts in excess of purchase payments are withdrawn
from Account Value. The following transactions will be considered as
withdrawals, for purposes of assessing the Surrender Charge: total surrender,
partial withdrawal, commencement of an Annuity Payment Option, and termination
due to insufficient Account Value.
Nevertheless, the Surrender Charge will not apply to withdrawals in the
following circumstances:
The amount of withdrawals that exceeds the cumulative amount of purchase
payments;
- Death of the Annuitant, at any age, after the Annuity Commencement Date;
- Death of the Annuitant, at any age, prior to the Annuity Commencement
Date, provided no Contingent Annuitant survives;
- Death of the Owner, including the first to die in the case of joint
Owners, of a Non-Qualified Contract, unless the Contract is being continued
under the special rule for a surviving spouse under Code Section 72(s) (see
"Death Benefit");
- Annuitization under an Annuity Payment Option involving payments for at
least 10 years, or annuitization under an Annuity Payment Option involving a
life contingency if the life expectancy is at least 10 years;
- If the Owner or Annuitant has been confined to a long-term care facility
or is subject to a terminal illness (to the extent that the riders for these
matters are available in the applicable state), after the first Contract Year as
set forth under "Long-Term Care and Terminal Illness."
In Maryland, the Surrender Charge will also not apply upon commencement of
an annuity payment option at age 99.
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The Surrender Charge also may be waived with respect to the surrender of a
Contract, or to the withdrawal of Account Value (limited to the Variable Account
Value and the one year Guarantee Period) of a Contract, issued to Owners who are
bona-fide full-time employees of American Franklin, The Franklin or Franklin
Financial Services Corporation, the principal underwriter of the Contracts.
These waivers of Surrender Charge would be based upon the Contract Owner's
status at the time the Contract was purchased.
In addition, the Surrender Charge does not apply to the portion of a first
withdrawal or total surrender in any Contract Year that does not exceed 10% of
the amount of purchase payments that (a) have not previously been withdrawn and
(b) have been credited to the Contract for at least one year, but not more than
seven years, less the amount of any previous withdrawals during such Contract
Year. If multiple withdrawals are made during a Contract Year, the amount
eligible for the free withdrawal will be recalculated at the time of each
withdrawal. After the first Contract Year, non-automatic and automatic
withdrawals may be made in the same Contract Year subject to the 10% limitation.
For withdrawals under a systematic withdrawal plan, purchase payments credited
for 30 days or more are eligible for the 10% free withdrawal privilege.
The Surrender Charge will not apply to any amounts withdrawn which are in
excess of the amount permitted by the 10% free withdrawal privilege, described
above, if such amounts are required to be withdrawn to obtain or retain
favorable tax treatment. This exception is subject to American Franklin's
approval.
A free withdrawal pursuant to any of the foregoing Surrender Charge
exceptions is not deemed to be a withdrawal of purchase payments, except for
purposes of computing the 10% free withdrawal described in the preceding
paragraphs. A federal tax penalty may be imposed on distributions if the
recipient is under age 591/2. In addition, distributions may be subject to
federal income tax withholding. See "Federal Income Tax Matters."
TRANSFER CHARGES
The charges to defray the expense of effecting transfers are described
under "Transfer, Variable Account Asset Rebalancing, Surrender and Partial
Withdrawal of Account Value - Transfers" and "Annuity Period and Annuity Payment
Options - Transfers." These charges are designed not to yield a profit to
American Franklin.
ANNUAL CONTRACT FEE
An Annual Contract Fee of $30 will be deducted from each Owner's Account
Value on each Contract Anniversary prior to the Annuity Commencement Date. This
fee is for administrative expenses (which do not include expenses of
distributing the Contracts). The fee will be allocated among the Guarantee
Periods and Divisions in proportion to the Account Value in each. (Where
required by state law, this fee will be allocated among the Divisions in
proportion to the Account Value in each; and, if at the time this fee is to be
deducted, the Variable Account Value is less than the Annual Contract Fee, this
fee will be waived for that deduction.) If a full surrender of a Contract
occurs on a date other than a Contract Anniversary, the entire fee for the
Contract Year during which the surrender occurs will be deducted from the
proceeds. This Annual Contract Fee is currently waived if cumulative
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purchase payments are at least $75,000. American Franklin reserves the right to
waive the Annual Contract Fee under other circumstances.
CHARGE TO SEPARATE ACCOUNT VA-1
To offset other administrative expenses not covered by the Annual Contract
Fee discussed above, and to compensate American Franklin for assuming mortality
and expense risks under the Contracts, Separate Account VA-1 will incur a daily
charge at an annualized rate of 1.40% of the average daily net asset value of
Separate Account VA-1 attributable to the Contracts. Of this amount, .15% on an
annual basis is for administrative expenses and 1.25% on an annual basis is for
the assumption of mortality and expense risks.
In assuming the mortality risk, American Franklin is subject to the risk
that its actuarial estimate of mortality rates may prove erroneous and that
Annuitants will live longer than expected, or that more Owners or Annuitants
than expected will die at a time when the death benefit guaranteed by American
Franklin is higher than the net surrender value of their interests in the
Contracts. In assuming the expense risk, American Franklin is subject to the
risk that the revenues from the expense charges under the Contracts (which
charges are guaranteed not to be increased) will not cover its expense of
administering the Contracts.
MISCELLANEOUS
Charges and expenses are paid out of the assets of each Portfolio, as
described in the prospectus relating to that Portfolio. American Franklin
reserves the right to impose charges or establish reserves for any federal,
state or local taxes incurred or that may be incurred by American Franklin, and
that may be deemed attributable to the Contracts.
SYSTEMATIC WITHDRAWAL PLAN
Automatic partial withdrawals, with minimum payments of $100, may be made
at periodic intervals through a systematic withdrawal program. The Owner may
choose monthly, quarterly, semi-annual or annual payment schedules and may
start, stop, increase or decrease payments, subject to the minimum payment
limit. Withdrawals may start as early as 30 days after the issue date of the
Contract and may be taken from the Fixed Account or any Division, as specified
by the Owner. Systematic withdrawals are subject to the terms and conditions
applicable to other partial withdrawals, including Surrender Charges and
exceptions to Surrender Charges and may be subject to federal tax penalties and
federal income tax withholding.
REDUCTION IN SURRENDER CHARGES OR ADMINISTRATIVE CHARGES
American Franklin may reduce the Surrender Charges or administrative
charges imposed under certain Qualified Contracts and Section 457 Contracts in
connection with employer-sponsored plans. Any such reductions will reflect
differences in costs or services (due to such factors as reduced sales expenses
or administrative efficiencies relating to serving a large number of employees
of a single employer and functions assumed by the employer that American
Franklin otherwise would have to perform) and will not be unfairly
discriminatory as to any person.
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LONG-TERM CARE AND TERMINAL ILLNESS
THE RIDERS DESCRIBED BELOW ARE NOT AVAILABLE IN ALL STATES, AND AN OWNER SHOULD
THEREFORE CONSULT A SALES REPRESENTATIVE OR AMERICAN FRANKLIN'S ADMINISTRATIVE
OFFICE TO DETERMINE WHETHER THEY WILL APPLY. THERE IS NO SEPARATE CHARGE FOR
THESE RIDERS.
LONG-TERM CARE
Pursuant to a special Contract rider, after the first Contract Year, no
Surrender Charge will apply during any period of time that the Annuitant or
Owner is confined for 30 days or more (or within 30 days after discharge) in a
hospital or state licensed in-patient nursing facility. American Franklin must
receive satisfactory written proof of such confinement.
TERMINAL ILLNESS
This rider provides that, after the first Contract Year, no Surrender
Charge will apply if American Franklin has received a physician's written
certification that the Owner or Annuitant is terminally ill and not expected to
live more than twelve months and American Franklin has waived its right to a
second physician's opinion or obtained a confirmatory opinion from a second
physician.
OTHER ASPECTS OF THE CONTRACTS
Only an officer of American Franklin can agree to change or waive the
provisions of any Contract. The Contracts are non-participating and are not
entitled to share in any dividends, profits or surplus of American Franklin.
OWNERS, ANNUITANTS, AND BENEFICIARIES; ASSIGNMENTS
The Owner of a Contract is the Annuitant, unless an Owner other than the
Annuitant is designated in the application for the Contract. In the case of
joint ownership, both Owners must join in the exercise of any rights or
privileges under the Contract. The Annuitant and any Contingent Annuitant are
designated in the application for a Contract and may not thereafter be changed.
The Beneficiary and any Contingent Beneficiary are designated by the Owner
in the application for a Contract. Subject to applicable limitations under the
Code and any governing Qualified Plan, a Beneficiary or Contingent Beneficiary
may be changed by the Owner prior to the Annuity Commencement Date, while the
Annuitant is still alive, and, except in the case of a Section 457 Contract, by
the payee following the Annuity Commencement Date. Any designation of a new
Beneficiary or Contingent Beneficiary is effective as of the date it is signed
but will not affect any payments American Franklin makes or action American
Franklin takes before receiving the written request. American Franklin also
needs the written consent of any irrevocably-designated Beneficiary or
Contingent Beneficiary before making a change. Under certain retirement
programs, spousal consent may be required to designate a Beneficiary other than
the spouse or to change a Beneficiary to a person other than the spouse.
American Franklin is not responsible for the validity of any designation of a
Beneficiary or Contingent Beneficiary.
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If no designated Beneficiary or Contingent Beneficiary is living at the
time any payment is to be made, the Owner will be the Beneficiary, or if the
Owner is not then living, the Owner's estate will be the Beneficiary.
Rights under a Qualified Contract may be assigned only in certain narrow
circumstances referred to therein. Owners and other payees may assign their
rights under Non-Qualified Contracts, including their ownership rights. Rights
under a Section 457 Contract may only be assigned by the Owner thereof and not
by the Annuitant or other payee. American Franklin takes no responsibility for
the validity of any assignment. A change in ownership rights must be made in
writing and a copy must be sent to American Franklin's Administrative Office.
The change will be effective on the date it was made, although American Franklin
is not bound by a change until the date American Franklin records it. The
rights under a Contract are subject to any assignment of record at American
Franklin's Administrative Office. An assignment or pledge of a Contract may
have adverse tax consequences. See "Federal Income Tax Matters."
REPORTS
American Franklin will mail to Owners (or persons receiving payments
following the Annuity Commencement Date), at their last known address of record,
any reports and communications required by applicable law or regulation.
Therefore, prompt written notice of any address change should be given to
American Franklin at its Administrative Office.
MODIFICATION
American Franklin reserves the right to modify the Contract, but only if
such modification: (i) is necessary to make the Contract or Separate Account
VA-1 comply with any law or regulation issued by a governmental agency to which
American Franklin is subject; or (ii) is necessary to assure continued
qualification of the Contract under the Code or other federal or state laws
relating to retirement annuities or Annuity contracts; or (iii) is necessary to
reflect a change in the operation of Separate Account VA-1 or the Division(s) or
(iv) provides additional Separate Account options or (v) withdraws Separate
Account options. In the event of any such modification, American Franklin will
provide notice to the Owner or to the payee(s) during the Annuity Period.
American Franklin may also make appropriate endorsements in the Contract to
reflect such modification.
PAYMENT AND DEFERMENT
Amounts surrendered or withdrawn from a Contract will normally be paid
within seven calendar days after the end of the Valuation Period in which
American Franklin receives the written surrender or withdrawal request in good
order. In the case of payment of a Death Benefit, if American Franklin does not
receive a written request as to the manner of payment within 60 days after the
Death Benefit becomes payable, any death benefit proceeds will be paid as a lump
sum, normally within seven calendar days after the end of the Valuation Period
that contains the last day of said 60 day period. American Franklin reserves
the right, however, to defer payment or transfers of amounts out of the Fixed
Account for up to six months. Also, American Franklin reserves the right to
defer payment of that portion of Account Value that is attributable to a
purchase payment made by check for a reasonable period of time (not to exceed 15
days) to allow the check to clear the banking system.
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Finally, American Franklin reserves the right to delay payment of any
surrender and annuity payment amounts or Death Benefit amounts of any portion of
the Variable Account Value for any period during which (a) the New York Stock
Exchange is closed other than customary weekend and holiday closings, or trading
on the New York Stock Exchange is restricted as determined by the Securities and
Exchange Commission; (b) the Securities and Exchange Commission determines that
an emergency exists making valuation or disposal of securities not reasonably
practicable; or (c) the Securities and Exchange Commission by order permits the
delay for the protection of Owners. Transfers and allocations of Account Value
among the Divisions and the Fixed Account may also be postponed under these
circumstances.
FEDERAL INCOME TAX MATTERS
INTRODUCTION
The federal income tax treatment of the Contracts and payments received
thereunder depends on various factors, including, among other factors, the tax
status of American Franklin, whether the Contracts have been issued in
connection with a retirement or deferred compensation plan or program, and if
so, the type of such retirement or deferred compensation plan or program and the
form in which payments are received. The discussion of federal income taxes
contained in this Prospectus, which focuses on rules applicable to Contracts
purchased under this Prospectus, is general in nature and is based on existing
federal income tax law, which is subject to change. The tax discussion is not
intended as tax advice. The applicable federal income tax law is complex and
contains many special rules and exceptions in addition to the general rules
summarized herein. For these reasons, various questions about the applicable
rules exist. American Franklin does not guarantee the tax status of the
Contracts. Purchasers bear the complete risk that the Contracts may not be
treated as "annuity contracts" under federal income tax laws. Accordingly, each
person contemplating the purchase of a Contract is advised to consult with a
qualified tax advisor concerning federal income taxes and any other federal,
state or local taxes that may be applicable.
AMERICAN FRANKLIN
American Franklin is taxed as a "life insurance company" under the Code.
Since the operations of Separate Account VA-1 are part of the overall operations
of American Franklin, Separate Account VA-1 is subject to tax as part of
American Franklin for federal income tax purposes. Thus, Separate Account VA-1
is not taxed separately as a "regulated investment company" under the Code.
Under the Code a life insurance company like American Franklin is generally
taxed at regular corporate rates, under a single-phase system, on its
specially-computed life insurance company taxable income. Some special rules
continue to apply, however, in the case of segregated asset accounts like
Separate Account VA-1.
Investment income and realized capital gains on the assets of Separate
Account VA-1 are reinvested by American Franklin for the benefit of Separate
Account VA-1 and are taken into account in determining the value of Accumulation
Units and Annuity Units. As a result, such
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income and gains are applied to increase reserves applicable to Separate Account
VA-1. Under the Code, no federal income tax is payable by American Franklin on
such investment income or on realized capital gains of Separate Account VA-1 on
assets held in Separate Account VA-1.
Certain Portfolios may elect to pass through to American Franklin any taxes
withheld by foreign taxing jurisdictions on foreign source income. Such an
election will result in additional taxable income and income tax to American
Franklin. The amount of additional income tax, however, may be more than offset
by credits for the foreign taxes withheld which are also passed through. These
credits may provide a benefit to American Franklin.
THE CONTRACTS: NON-QUALIFIED CONTRACTS
In the case of a Non-Qualified Contract issued in connection with a
Non-Qualified Plan, the provisions of the Non-Qualified Plan determine the tax
treatment of participants. For example, contributions to, or deferred
compensation in connection with, Non-Qualified Plans may or may not be currently
taxable to participants.
Payments received under a Non-Qualified Contract are subject to tax under
Section 72 of the Code. Under the Code, an increase in the value of an Owner's
Contract ordinarily is not taxable to the Owner until such amount is received as
annuity payments, a lump sum or a partial redemption, including systematic
withdrawals. A special rule, however, applies to certain annuity contracts held
by a person (such as a corporation, partnership, trust or estate) which is not a
natural person. With respect to a Contract held by a non-natural person, the
Contract is not treated as an "annuity contract" for certain federal income tax
purposes and the income on the Contract for any taxable year is treated as
ordinary income taxable to the Owner during such year. This special rule,
however, does not apply to any Contract which, among other exceptions: (1) is an
immediate Annuity that is purchased with a single premium or Annuity
consideration that has an Annuity starting date commencing no later than one
year from the date of the purchase of the Contract and which provides for a
series of substantially equal periodic payments (to be made not less frequently
than annually) during the Annuity period; (2) is acquired by the estate of a
decedent by reason of the decedent's death; or (3) is held by a trust or other
entity as an agent for a natural person. Non-natural persons contemplating the
purchase of a Contract are advised to consult a qualified tax advisor concerning
the tax consequences of such holding and purchase.
If payments under a Contract are received in the form of an Annuity, then,
in general, each payment is taxable as ordinary income to the extent that such
payment exceeds the portion of the cost basis of the Contract that is allocable
to that payment. If the Annuitant's life span exceeds his or her life
expectancy, the cost basis in the Contract will eventually be recovered, and any
payments made after that point will be fully taxable. If, however, the Annuity
payments cease after the Annuity Commencement Date by reason of the death of the
Annuitant, the amount of any unrecovered cost basis in the Contract will
generally be allowed as a deduction to the Annuitant for his or her last taxable
year.
Payment of the proceeds of a Contract in a lump sum either before or at the
Annuity Commencement Date is taxable as ordinary income to the extent the lump
sum exceeds the cost basis of the Contract. A payment received on account of a
partial withdrawal from a Contract
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generally is taxable as ordinary income in whole or in part. Also, if prior to
the Annuity Commencement Date, (i) a Contract is assigned or pledged, or (ii) a
Contract issued after April 22, 1987 is transferred without adequate
consideration, then the amount assigned, pledged or transferred may similarly be
taxable. Special rules may apply with respect to investments in a Contract
obtained by a tax-free exchange of an annuity contract purchased prior to
August 14, 1982. Because the applicable tax treatment is complex, a qualified
tax advisor should be consulted prior to a partial withdrawal, assignment,
pledge or Contract transfer.
Further, in general, a penalty may be imposed equal to 10% of the taxable
portion of any payment received under a Non-Qualified Contract. However, the
10% penalty does not apply in various circumstances. For example, the penalty
is generally inapplicable to payments that are: (i) made on or after age 59 1/2
of the Owner; (ii) made on or after the death of the Owner (or when the Owner is
not an individual, the death of the Annuitant); (iii) made incident to
disability; (iv) part of a series of substantially equal periodic payments made
(not less frequently than annually) for the life (or the life expectancy) of the
Annuitant or the joint lives (or joint life expectancies) of the Annuitant and
his or her designated beneficiary; (v) allocable to investments in the Contract
before August 14, 1982; or (vi) made under a Contract purchased with a single
premium and which has an Annuity Commencement Date no later than one year from
the purchase date of the Contract and which provides for a series of
substantially equal periodic payments (to be made not less frequently than
annually) during the Annuity payment period.
A. DISTRIBUTION REQUIREMENTS
In general, certain distribution requirements are imposed by the Code in
the case of annuity contracts issued after January 18, 1985 in order for the
contracts to qualify as "annuity contracts" under the Code. Certain questions
exist about the application of these rules to distributions from the Contracts
and their effect on Annuity Payment Option availability thereunder.
Under these distribution requirements, if any Owner of a Non-Qualified
Contract issued after January 18, 1985 dies on or after the Annuity Commencement
Date but before the entire interest in the Contract has been distributed, then
the remaining portion of such interest must be distributed at least as rapidly
as under the method of distribution being used as of the date of his or her
death. Also, if any Owner of such a Contract dies before the Annuity
Commencement Date, then the entire interest in the Contract must be distributed
within five years after the date of death. Under a special exception, this
five-year distribution rule is deemed satisfied if (i) any portion of the
deceased Owner's interest is payable to an individual who is designated as the
Beneficiary in the Contract, (ii) that portion is distributed to the designated
Beneficiary over the life of such Beneficiary (or over a period not extending
beyond the Beneficiary's life expectancy) and (iii) such distributions begin not
later than one year after the death of such Owner. If the designated
Beneficiary is the surviving spouse of the deceased Owner, the surviving spouse
will be treated as the Owner for purposes of these distribution rules. Also, if
any Owner is not an individual, a change in the Annuitant (which includes a
change due to the Annuitant's death) shall be treated as the death of an Owner
for purposes of these distribution rules.
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The effect of the distribution requirements described above is that, in the
case of Non-Qualified Contracts issued after January 18, 1985, Annuity Payment
Option availability will be limited as necessary to comply with the applicable
distribution rules. For example, under these rules, it appears that the first
option (Life Annuity) would not be available to a designated Beneficiary under
such a Contract unless distributions to the Beneficiary begin not later than one
year after the date of the Owner's death. Other Annuity Payment Options may be
restricted or unavailable as well under the distribution rules. All Annuity
Options under the Contracts are offered subject to the limitations of the
distribution rules. Persons contemplating the purchase of a Contract should
consult a qualified tax advisor concerning the effect of the distribution rules
on the Annuity Payment Option or Options he or she is contemplating.
B. DIVERSIFICATION
A Non-Qualified Contract will not be treated as an "annuity contract" for
purposes of certain Code sections, including Section 72, for any period (and any
subsequent period) for which the investments made by Separate Account VA-1
attributable to such Non-Qualified Contract are not adequately diversified in
accordance with Treasury Department regulations. Although American Franklin
does not control the Funds, the investment advisers to the Funds have undertaken
to use their best efforts to operate the Funds in compliance with these
diversification requirements. If a Contract is not treated as an annuity
contract, the Owner would be required to treat the income on the Contract during
the period of nondiversification and any subsequent periods as ordinary income
received or accrued during those periods and to include such income in gross
income for federal income tax purposes. For this purpose, the income on the
Contract is defined as the difference between (1) the increase in the net
surrender value of the Contract during the period of nondiversification and
subsequent periods and (2) the purchase payments made during such periods. The
Owner would also be required to treat the previously untaxed income on the
Contract for all taxable years prior to the first year of nondiversification as
ordinary income received or accrued in the first year of nondiversification and
to include such income in gross income for federal income tax purposes for such
first year of nondiversification.
In certain circumstances, owners of variable annuity contracts may be
considered the owners, for Federal income tax purposes, of the assets of the
separate account used to support their contracts. In those circumstances,
income and gains from the separate account assets would be includable in the
variable annuity contract owner's gross income. Several years ago, the IRS
stated in published rulings that a variable contract owner will be considered
the owner of separate account assets if the contract owner possesses incidents
of ownership in those assets, such as the ability to exercise investment control
over the assets. More recently, the Treasury Department announced, in
connection with the issuance of regulations concerning investment
diversification, that those regulations "do not provide guidance concerning the
circumstances in which investor control of the investments of a segregated asset
account may cause the investor, rather than the insurance company, to be treated
as the owner of the assets in the account." This announcement also stated that
guidance would be issued by way of regulations or rulings on the "extent to
which policyholders may direct their investments to particular divisions without
being treated as owners of the underlying assets."
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The ownership rights under the Contract are similar to, but different in
certain respects from, those described by the Service in rulings in which it was
determined that contract owners were not owners of separate account assets. For
example, the Owner of the Contract has the choice of one or more Divisions in
which to allocate premiums and Contract values, and may be able to transfer
among Divisions more frequently than in such rulings. These differences could
result in the Owner's being treated as the owner of the assets of the Variable
Account. In addition, American Franklin does not know what standards will be
set forth, if any, in the regulations or rulings which the Treasury Department
has stated it expects to issue. American Franklin therefore reserves the right
to modify the Contract as necessary to attempt to prevent the Owner from being
considered the owner of the assets of the Variable Account.
C. AGGREGATION OF CONTRACTS
Under a provision of the federal tax law effective for annuity contracts
entered into after October 21, 1988, all annuity contracts (including Section
457 Contracts but excluding Qualified Contracts) issued by the same company (or
affiliates) to the same contract owner during any calendar year will generally
be treated as one annuity contract for the purpose of determining the amount of
any distribution, not in the form of an annuity, that is includable in gross
income. An annuity contract received in a tax-free exchange may be treated as a
new contract for this purpose. This rule may have the effect of causing more
rapid taxation of the distributed amounts from such combination of contracts.
It is not certain how this rule will be applied or interpreted by the Internal
Revenue Service. In particular, it is not clear if or how this rule applies to
immediate variable annuity contracts or "split" annuity arrangements.
Accordingly, a qualified tax advisor should be consulted about the application
and effect of this rule.
D. INCOME TAX WITHHOLDING
Withholding of federal income tax is generally required from distributions
from the Non-Qualified Contracts to the extent the distributions are taxable and
are not otherwise subject to withholding as wages ("Distributions"). See "The
Contracts: Non-Qualified Contracts" above, regarding the taxation of such
Distributions. However, except in the case of certain payments delivered
outside the United States or any possession of the United States, no withholding
is required from any Distribution if the payee properly elects, in accordance
with prescribed procedures, not to have withholding apply.
In the absence of a proper election not to have withholding apply, the
amount to be withheld from a Distribution depends on the type of payment being
made. Generally, in the case of periodic payments, the amount to be withheld
from each payment is the amount that would be withheld therefrom under specified
wage withholding tables as if the taxable portion of the payment were a payment
of wages for the appropriate payroll period. In the case of most other
Distributions, including partial redemptions and lump sum payments, the amount
to be withheld is equal to 10% of the taxable portion of the Distribution.
E. TAXATION OF DEATH BENEFIT PROCEEDS
Amounts may be distributed from a Contract because of the death of the
Owner or an Annuitant. Generally, such amounts are includable in the income of
the recipient as follows: (i) if
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distributed in a lump sum, they are taxed in the same manner as a full surrender
of the Contract; or (ii) if distributed under an Annuity Payment Option, they
are taxed in the same way as annuity payments. For those purposes, the
investment in the Contract is not affected by the Owner's or Annuitant's death.
That is, the investment in the Contract remains the amount of any purchase
payments paid which were not excluded from gross income.
F. TRANSFERS, ASSIGNMENTS OR EXCHANGES OF A CONTRACT
A transfer of ownership of a Contract, the designation of an Annuitant,
Payee or other Beneficiary who is not also the Owner, the selection of certain
Annuity Commencement Dates or the exchange of a Contract may result in certain
tax consequences to the Owner that are not discussed herein. An Owner
contemplating any such transfer, assignment, or exchange of a Contract should
contact a competent tax advisor with respect to the potential effects of such a
transaction.
G. POSSIBLE TAX CHANGES
Although the likelihood of legislative change is uncertain, there is always
the possibility that the tax treatment of the Contracts could change by
legislation or other means. For instance, the President's 1999 Budget Proposal
recommended legislation that, if enacted, would adversely modify the federal
taxation of the Contracts. It is also possible that any change could be
retroactive (that is, effective prior to the date of the change). A tax adviser
should be consulted with respect to legislative developments and their effect on
the Contract.
THE CONTRACTS: SECTION 457 CONTRACTS
Section 457 of the Code permits a State (for this purpose, "State" means a
State, political subdivision of a State, agency or instrumentality of a State or
a political subdivision of a State) and certain tax-exempt organizations to
maintain deferred compensation plans for their individual employees and certain
of their individual independent contractors.
If the requirements of Section 457 and the employer's plan are satisfied,
amounts contributed to such a plan by eligible employees and independent
contractors, and any gains thereon, are not, subject to certain limitations,
taxable to the participants until distributed to the participants. If payments
under a Section 457 Contract are received in the form of an annuity pursuant to
the terms of a qualified Section 457 Plan, such payments are taxable to the
recipient as ordinary income in the year in which received or made available.
Section 457 limits the annual amount of contributions a participant may
make to a Section 457 Plan to 33-1/3% of the participant's includable
compensation for the year or $7,500 (adjusted for inflation beginning in 1997),
whichever is less. In addition, if the participant did not contribute the
maximum amount permitted under the plan and Section 457 in prior years, the plan
may also provide, under certain circumstances, for additional contributions by
the participant during the last three taxable years ending before the normal
retirement age of the participant, up to a total per year for such three years
not to exceed the lesser of $15,000 or the participant's compensation for that
year. The foregoing contribution limitations may be reduced under certain
circumstances if
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the participant contributes to more than one deferred compensation plan or tax
qualified retirement plan (whether or not such plans are maintained by the same
employer).
Generally, distributions under a Section 457 Contract must commence no
later than April 1 following the later of the calendar year in which the
Annuitant attains age 70-1/2 or the calendar year in which the Annuitant
retires. If the plan participant is a "5% owner" (as defined in the Code),
distributions generally must begin no later than April 1 of the calendar year
following the calendar year in which the owner (or plan participant) attains age
70 1/2. The entire interest of an Annuitant in a Section 457 Plan must be
distributed either (a) no later than the required beginning date described above
or (b) beginning by such date, over the life of the Annuitant, the lives of the
Annuitant and a designated Beneficiary, or a period certain not extending beyond
the life expectancy of the Annuitant or the joint life expectancies of the
Annuitant and a designated Beneficiary. The distributions must also satisfy
certain minimum distribution rules which are similar to minimum incidental
benefit requirements set forth in proposed regulations. Further, any
distribution payable over a period of more than one year may only be made in
substantially non-increasing amounts no less frequently than annually. If the
amount distributed for a calendar year is less than the minimum required to be
distributed for the year, a penalty tax equal to 50% of the amount which should
have been distributed will be imposed.
If the Annuitant dies on or after the Annuity Commencement Date but before
the entire interest in the Contract has been distributed, then the remaining
portion of such interest must be distributed at least as rapidly as under the
method of distribution being used as of the date of the Annuitant's death.
Also, if the Annuitant dies before the Annuity Commencement Date, then the
entire interest in the Contract must be distributed within five years after the
date of death. Under a special exception, this five-year distribution rule is
deemed satisfied if (i) any portion of the Annuitant's interest is payable to an
individual who is designated as the Beneficiary in the Contract, (ii) that
interest is distributed beginning no later than one year after the death of the
Annuitant and (iii) such distributions to the designated Beneficiary are made
over the life of such Beneficiary (or over a period not extending beyond the
Beneficiary's life expectancy) so long as the period does not exceed fifteen
years unless the designated Beneficiary is the surviving spouse of the
Annuitant. If the designated Beneficiary is the surviving spouse of the
Annuitant, payments are not required to begin until the date on which the
Annuitant would have attained age 70-1/2 and must be payable over a period not
to exceed the life expectancy of the surviving spouse. In addition, if the
designated Beneficiary is the surviving spouse of the Annuitant and such
surviving spouse dies before Annuity payments to the surviving spouse commence,
the surviving spouse will be treated as the Annuitant under the foregoing rules.
Various questions exist about the application of the distribution rules to
distributions from the Contracts and their effect on Annuity Option availability
thereunder. The effect of the distribution requirements described above is that
Annuity Option availability will be limited as necessary to comply with the
applicable distribution rules. All Annuity Options under the Contracts are
offered subject to the limitations of the distribution rules. Persons
contemplating the purchase of a Contract should consult a qualified tax advisor
concerning the effect of the distribution rules on the Annuity Payment Option or
Options he or she is contemplating.
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A participant in a qualified Section 457 deferred compensation plan should
understand that (i) his or her rights and benefits are governed strictly by the
terms of the plan, and (ii) in the case of a plan maintained by a tax-exempt
organization and, in certain circumstances, by a State until December 31, 1998
(A) he or she is in fact a general creditor of the employer under the terms of
the plan, (B) the employer is the legal owner of any Contract issued with
respect to the plan and (C) the employer as Owner of the Contract retains all
voting and redemption rights which may accrue to the Contract issued with
respect to the plan. The participant should look to the terms of his or her
plan for any charges in regard to participating therein other than those
disclosed in this Prospectus.
Since, in the case of an employer which is a tax-exempt organization, the
Owner of a Section 457 Contract will be the employer tax-exempt organization,
such a Section 457 Contract will not be treated as an "annuity contract" for
certain federal income tax purposes and the income on such a Contract for any
taxable year will be treated as ordinary income of the Owner during such year.
Under recently enacted legislation, while it is not clear, it is likely that a
Section 457 Contract purchased by an employer State will also be subject to the
foregoing characterization and income inclusion rules, because the Owner of the
Contract will most likely be a trust. Employers contemplating the purchase of a
Section 457 Contract are advised to consult a qualified tax advisor concerning
the tax consequences of such holding and purchase.
The 10% penalty tax on early withdrawals described under "Non-Qualified
Contracts" also applies to payments made to participants under Section 457
Contracts. In addition, the rules on aggregation of annuity contracts and
federal income tax withholding described under "Non-Qualified Contracts" also
apply to Section 457 Contracts.
THE CONTRACTS: QUALIFIED CONTRACTS
The manner in which payments received under a Qualified Contract are taxed
for federal income tax purposes depends on the form of payment. If payments are
received in the form of an annuity, then, in general, under Section 72 of the
Code, each payment is taxable to the recipient as ordinary income to the extent
that such payment exceeds the portion, if any, of the cost basis of the Contract
that is allocable to that payment. In general, an Annuitant will be deemed to
have recovered the cost basis of a Contract when the Annuitant has received a
number of payments determined under Section 72(d) of the Code (the number of
payments will vary among Annuitants), and any payments made after that point
will be fully taxable. For Individual Retirement Annuities, however, the
recovery of the cost basis generally extends over the entire payment period,
even if the life expectancy is exceeded. If, however, the Annuity payments
cease after the Annuity Commencement Date by reason of the death of the
Annuitant, the amount of any unrecovered cost basis in the Qualified Contract
will generally be allowed as a deduction to the Annuitant for his or her last
taxable year. A payment received on account of partial redemption of an annuity
contract generally is taxable in whole or part. The taxation of a partial
redemption is governed by complex rules and a qualified tax advisor should be
consulted prior to a proposed partial redemption.
Generally, payment of the proceeds of a Qualified Contract in a lump sum
instead of in the form of an annuity, either at or before maturity, also is
taxable as ordinary income to the extent
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the lump sum exceeds the cost basis of the Qualified Contract. Taxation may be
deferred, however, to the extent, if any, that "rollover" treatment is available
and elected for a particular distribution.
The Qualified Contracts are designed for use in connection with several
types of Qualified Plans, as described generally below.
A. QUALIFIED PENSION, PROFIT-SHARING AND ANNUITY PLANS
Under pension and profit-sharing plans that qualify under Section 401(a) of
the Code and annuity purchase plans that qualify under Section 403(a) of the
Code (collectively "Corporate Qualified Plans"), amounts contributed by an
employer to the Corporate Qualified Plan on behalf of an employee and any gains
thereon are not, in general, taxable to the employee until distribution.
Generally, the cost basis of an employee under a Corporate Qualified Plan will
equal the amount of non-deductible contributions, if any, that the employee made
to the Corporate Qualified Plan.
The Code imposes an additional tax of 10% on the taxable portion of any
early withdrawal from a Corporate Qualified Plan made by an Annuitant before age
59 1/2, death, or disability. The additional income tax on early withdrawals
will not apply, however, to certain distributions including (a) distributions
beginning after separation from service that are part of a series of
substantially equal periodic payments made at least annually for the life or
life expectancy of the Annuitant or the joint lives or joint life expectancies
of the Annuitant and his or her designated Beneficiary, and (b) distributions
made to Annuitants after separating from service after attaining age 55.
Further, additional penalties may apply to distributions made on behalf of a
"5-percent owner" (as defined by Section 416(i)(1)(B)(i) of the Code).
If a lump sum payment of the proceeds of a Contract qualifies as a "lump
sum distribution" under the Code, special tax rules (including limited capital
gain and income averaging treatment in some circumstances) may apply.
B. H.R. 10 PLANS (SELF-EMPLOYED INDIVIDUALS)
Self-employed persons (including members of partnerships) are permitted to
establish and participate in Corporate Qualified Plans under Sections 401(a) and
403(a) of the Code. Corporate Qualified Plans in which self-employed persons
participate are commonly referred to as "H.R. 10 Plans."
The tax treatment of annuity payments and lump sum payments received in
connection with an H.R. 10 Plan is, in general, subject to the same rules
described in "Qualified Pension, Profit-Sharing and Annuity Plans," immediately
above. Some special rules apply, however, in the case of self-employed persons
which, for example, affect certain "lump sum distribution" rules.
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C. SECTION 403(b) ANNUITIES
Section 403(b) of the Code permits public schools and other tax-exempt
organizations described in Section 501(c)(3) of the Code to purchase annuity
contracts for their employees subject to special tax rules.
Subject to certain conditions and limitations set forth in the Code,
amounts contributed by an employer to purchase a Section 403(b) annuity contract
and any gains thereon are excludable from the gross income of the employee in
the year in which contributed and are not taxable to the employee until
distributed to the employee. In general, the amount of employer contributions
excludable from the gross income of the employee is limited to an "exclusion
allowance" for such year. The amount of the "exclusion allowance" generally is
20% of the employee's includible compensation from the employer multiplied by
such employee's years of service and reduced by amounts contributed on behalf of
such employee by the employer in prior plan years. Certain exceptions apply in
calculating the "exclusion allowance", for example there are alternate methods
of calculating the "exclusion allowance" and a minimum exclusion allowance
applies to certain church employees. In addition to the "exclusion allowance",
employer contributions to purchase a Section 403(b) annuity contract are subject
to other limitations set forth in the Code, including for example the
limitations under Code Section 401(a)(17) and 415(c). In addition, elective
deferrals in a year made pursuant to a salary reduction agreement to purchase a
Section 403(b) annuity contract are subject to a $7,000 limitation, adjusted for
inflation ($10,000 in 1998). Eligible employees of certain organizations who
have completed at least 15 years of service may, subject to certain limitations,
make elective deferrals in excess of the $7,000 limitation, adjusted for
inflation, of up to $3,000 (which are limited to an aggregate of $15,000 for all
years). Amounts of employer contributions in excess of the excludable amounts
generally are includable in the gross income of the employee in the year in
which such amounts are substantially vested. In addition, in certain cases,
employees may make non-deductible contributions to purchase Section 403(b)
annuity contracts. Generally, the cost basis of an employee under a Section
403(b) annuity contract will equal the amount of any non-deductible
contributions the employee made toward the contract plus any employer
contributions that were taxable to the employee because they exceeded excludable
amounts.
Federal tax law imposes limitations on distributions from Section 403(b)
annuity contracts. Withdrawals of amounts attributable to contributions made
pursuant to a salary reduction agreement in connection with a Section 403(b)
annuity contract will be permitted only (1) when an employee attains age 59 1/2,
separates from service, dies or becomes totally and permanently disabled or
(2) in the case of hardship. A withdrawal made in the case of hardship may not
include income attributable to the contributions. However, these limitations
generally do not apply to distributions which are attributable to assets held as
of December 31, 1988. In general, therefore, contributions made prior to
January 1, 1989, and earnings on such contributions through December 31, 1988,
are not subject to these limitations. In addition, these limitations do not
apply to contributions made other than by a salary reduction agreement. A
number of questions exist concerning the application of these rules. Anyone
considering a withdrawal from a Contract issued in connection with a Section
403(b) annuity plan should consult a qualified tax advisor.
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The 10% penalty tax on early withdrawals described under "Qualified
Pension, Profit-Sharing and Annuity Plans," also applies to Section 403(b)
annuity contracts.
D. INDIVIDUAL RETIREMENT ANNUITIES
1. Section 408(b) Individual Retirement Annuities
Under Sections 408(b) and 219 of the Code, special tax rules apply to
Individual Retirement Annuities. As described below, certain contributions to
such annuities (other than Rollover Contributions) are deductible within certain
limits and the gains on contributions (including Rollover Contributions) are not
taxable until distributed. Generally, the cost basis of an Individual
Retirement Annuity will equal the amount of non-deductible contributions, if
any, made to the Individual Retirement Annuity. Under special rules, all
individual retirement plans will be treated as one plan for purposes of these
rules.
Section 408(b) sets forth various requirements that an annuity contract
must satisfy before it will be treated as an Individual Retirement Annuity.
Although final regulations that interpret some of these requirements have been
adopted, other regulations have been proposed that interpret the additional
requirement that, under a Section 408(b) Individual Retirement Annuity, the
premiums may not be fixed. These proposed regulations, which contain certain
ambiguities, may, of course, be changed before they are issued in final form.
Accordingly, while American Franklin believes that the Contracts offered by this
Prospectus meet the requirements of Section 408(b), the final regulations and
the currently proposed regulations thereunder, there can be no assurance that
the Contracts qualify as Individual Retirement Annuities under Section 408(b)
pending the issuance of complete final regulations under that Code section.
Individuals who are not "active participants" in an employer-related
retirement plan described in Section 219(g) of the Code will, in general, be
allowed to contribute to an Individual Retirement Annuity and to deduct a
maximum of $2,000 annually (or 100% of the individual's compensation if less).
In addition, in 1998 this deduction will be allowed for unmarried individuals
(and married individuals filing separate returns) who are active participants in
Qualified Plans and who have annual adjusted gross income that is not above
$30,000 ($50,000 for married individuals filing a joint return). This deduction
will be phased out for unmarried individuals (and married individuals filing
separate returns) who are active participants in Qualified Plans with annual
adjusted gross income between $30,000 and $40,000 ($50,000 and $60,000 for
married individuals filing a joint return), and will not be allowed for such
unmarried individuals (and married individuals filing separate returns) with
annual adjusted gross income above $40,000 ($60,000 for married individuals
filing a joint return). For married individuals filing a joint return, the
active participant status of both spouses is taken into account in determining
the deductible limit. An individual will not be considered married for a year
in which the individual and the individual's spouse (1) file separate returns
and (2) did not live together at any time during the year. Individuals who may
not make deductible contributions to an Individual Retirement Annuity may,
instead, make non-deductible contributions (up to the applicable maximums
described above) on which earnings will accumulate on a tax-deferred basis. If
the Individual Retirement Annuity includes non-deductible contributions,
distributions will be divided on a pro rata basis between taxable and
non-taxable amounts. Special rules apply if, for example,
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an individual contributes to an Individual Retirement Annuity for his or her own
benefit and to another Individual Retirement Annuity for the benefit of his or
her spouse.
The 10% penalty tax on early withdrawals described under "Qualified
Pension, Profit-Sharing and Annuity Plans," above, also applies to Individual
Retirement Annuities, except that the circumstances in which the penalty tax
will not apply are different in certain respects. Further, for any year in
which an Owner borrows any money under or by use of the Individual Retirement
Annuity, the Contract ceases to qualify under Section 408(b), and an amount
equal to the fair market value of the Contract as of the first day of such year
is includable in the Owner's gross income for such year.
2. Section 408(k) Simplified Employee Pensions
An Individual Retirement Annuity described in Section 408(b) of the Code
that also meets the special requirements of Section 408(k) qualifies as a
Simplified Employee Pension. Under a Simplified Employee Pension, employers may
contribute to the Individual Retirement Annuities of their employees. An
employee may exclude from gross income, subject to certain limitations, the
employer's contribution on his or her behalf to a Simplified Employee Pension.
If a Simplified Employee Plan permits elective deferrals, the deferrals are
subject to a $7,000 limitation, adjusted for inflation ($10,000 for 1998). In
general, the employee may also contribute and possibly deduct an additional
amount not in excess of the lesser of (a) $2,000 or (b) 100% of compensation if
the employee meets the qualifications for an Individual Retirement Annuity.
However, annual purchase payments from all sources may not exceed $32,000.
In general, except as stated in this section, the rules discussed in
"Section 408(b) Individual Retirement Annuities," immediately above, also apply
to a Simplified Employee Pension.
After December 31, 1996, an employer may no longer establish a Simplified
Employee Pension which permits (or modify an existing Simplified Employee
Pension to permit) elective salary reduction deferrals.
3. Section 408(p) Simple Retirement Accounts
Starting with taxable years beginning after December 31, 1996, an
Individual Retirement Annuity described in Section 408(b) of the Code that also
meets the special requirements of Section 408(p) qualifies as a Simple
Retirement Account. Under a Simple Retirement Account, employers must make
certain matching contributions to the Individual Retirement Annuities of their
employees. An employee may exclude from gross income, subject to certain
limitations, the employer's contribution on his or her behalf to a Simple
Retirement Account. Elective deferrals under a Simple Retirement Account are
subject to a $6,000 limitation, adjusted for inflation. In general, the
employee may also contribute and possibly deduct an additional amount not in
excess of the lesser of (a) $2,000 or (b) 100% of compensation if the employee
meets the qualifications for an Individual Retirement Annuity.
In general, the 10% penalty tax on early withdrawals described under
"Qualified Pension, Profit-Sharing and Annuity Plans," above, also applies to
Simple Retirement Accounts, except
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that the circumstances in which the penalty will not apply are different in
certain respects. Further, if a withdrawal is made from a Simple Retirement
Account during the two-year period beginning on the date the employee first
began participating in the plan which would be subject to the penalty tax, the
penalty tax is increased to 25% (rather than 10%).
In general, except as stated in this section, the rules discussed in
"Section 408(b) Individual Retirement Annuities," above, also apply to a Simple
Retirement Account.
E. INCOME TAX WITHHOLDING
Withholding of federal income tax is generally required from distributions
from Qualified Plans and Contracts issued in connection therewith, to the extent
the distributions are taxable and are not otherwise subject to withholding as
wages ("Distributions"). See "The Contracts: Qualified Contracts," above,
regarding the taxation of Distributions.
Federal income tax is generally required to be withheld from all or any
portion of a Distribution that constitutes an "eligible rollover distribution."
An "eligible rollover distribution" generally includes the taxable portion of
any distribution from a qualified trust described in Section 401(a) of the Code,
a qualified annuity plan described in Section 403(a) of the Code or a qualified
annuity contract described in Section 403(b) of the Code, except for (i) a
distribution which is one of a series of substantially equal periodic
installments payable at least annually for the life (or the life expectancy) of
the Annuitant or for the joint lives (or the joint life expectancies) of the
Annuitant and his or her designated Beneficiary, or for a specified period of 10
years or more or (ii) a minimum distribution required by Section 401(a)(9) of
the Code. Any eligible rollover distribution which is not rolled over directly
from a Section 401(a) qualified trust, a Section 403(a) qualified annuity plan
or a Section 403(b) qualified annuity contract to an "eligible retirement plan"
is subject to mandatory federal income tax withholding in an amount equal to 20%
of the eligible rollover distribution. An "eligible retirement plan" generally
includes a qualified trust described in Section 401(a) of the Code, a qualified
annuity plan described in Section 403(a) of the Code, an individual retirement
account described in Section 408(a) of the Code or an Individual Retirement
Annuity described in Section 408(b) of the Code. Mandatory federal income tax
withholding is required even if the Annuitant receives an eligible rollover
distribution and rolls it over within 60 days to an eligible retirement plan.
Federal income tax is not required to be withheld from any eligible rollover
distribution that is rolled over directly from a qualified trust described in
Section 401(a) of the Code, a qualified annuity plan described in Section 403(a)
of the Code or a qualified annuity contract described in Section 403(b) of the
Code to an eligible retirement plan.
Except with respect to certain payments delivered outside the United States
or any possession of the United States, federal income tax is not required to be
withheld from any Distribution which does not constitute an eligible rollover
distribution, if the Annuitant or Beneficiary properly elects in accordance with
the prescribed procedures not to have withholding apply. In the absence of a
proper election not to have withholding apply, the amount to be withheld from a
Distribution which is not an eligible rollover distribution depends upon the
type
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<PAGE>
of payment being made. Generally, in the case of a periodic payment which is
not an eligible rollover distribution, the amount to be withheld from such
payment is the amount that would be withheld therefrom under specified wage
withholding tables if the taxable portion of the payment were a payment of wages
for the appropriate payroll period. In the case of a nonperiodic payment which
is not an eligible rollover distribution, the amount to be withheld is generally
equal to 10% of the amount of the taxable portion of the Distribution.
The applicable federal law pertaining to income tax withholding from
Distributions is complex and contains many special rules and exceptions in
addition to the general rules summarized above. Special rules apply, for
example, if the Distribution is made to the surviving spouse of an Annuitant or
if the Distribution is an eligible rollover distribution from a qualified
annuity contract under Section 403(b) of the Code. Any Annuitant or Beneficiary
considering a Distribution should consult a qualified tax advisor.
DISTRIBUTION ARRANGEMENT
Franklin Financial Services Corporation ("Franklin Financial"), a Delaware
corporation and a wholly-owned subsidiary of The Franklin, is the principal
underwriter, as defined by the 1940 Act, of the Contracts under a Sales
Agreement between Franklin Financial and Separate Account VA-1. Franklin
Financial's principal executive office is at #1 Franklin Square, Springfield,
Illinois 62713. Pursuant to the Sales Agreement, Franklin Financial has agreed
to pay certain sales expenses in connection with the distribution of the
Contracts, such as sales literature preparation and related costs. Amounts
collected pursuant to the Surrender Charge will be paid to Franklin Financial as
a means to recover sales expenses. Such amounts collected pursuant to the
Surrender Charge are not necessarily related to Franklin Financial's actual
sales expenses in any particular year. To the extent sales expenses are not
covered by amounts collected pursuant to the Surrender Charge, Franklin
Financial will cover them from other assets.
Commissions earned by registered representatives of Franklin Financial on
the sale of the Contracts range up to 4.75% of purchase payments; annual trail
commissions are earned at an annual rate of 0.25% on Variable Account Values.
Pursuant to an Agreement between American Franklin and Franklin Financial,
American Franklin has agreed to pay such commissions and Franklin Financial has
agreed to remit to American Franklin the excess of all surrender charges paid to
Franklin Financial over the sales and promotional expenses incurred by Franklin
Financial to the extent necessary to reimburse American Franklin for commissions
or other remuneration paid in connection with sales of the Contracts. Such
Agreement also provides that the amount of such commissions and other
remuneration not so reimbursed shall be deemed to have been contributed by
American Franklin to the capital of Franklin Financial. Commissions and other
remuneration will be paid by American Franklin from other sources, including the
mortality and expense risk charge or other charges in connection with the
Contracts, or from its general account to the extent it does not receive
reimbursement from Franklin Financial.
Franklin Financial is registered with the Securities and Exchange
Commission as a broker-dealer under the Securities Exchange Act of 1934 and is a
member of the National Association of Securities Dealers, Inc. Franklin
Financial also acts as principal underwriter for Franklin Life Variable Annuity
Funds A and B and Franklin Life Money Market Variable Annuity Fund C,
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<PAGE>
separate accounts of The Franklin which are registered investment companies
issuing interests in variable annuity contracts. Franklin Financial also acts
as principal underwriter for Separate Account VUL and Separate Account VUL-2 of
The American Franklin Life Insurance Company, separate accounts of American
Franklin which are registered investment companies issuing interests in variable
life insurance contracts.
From time to time, American Franklin may pay or permit other promotional
incentives, in cash or credit or other compensations.
YEAR 2000 TRANSITION
Like all financial services providers, American Franklin utilizes systems
that may be affected by Year 2000 transition issues and it relies on service
providers, including banks, custodians, and investment managers, that also may
be affected. American Franklin and its affiliates have developed, and are in
the process of implementing, a Year 2000 transition plan, and are confirming
that their service providers are also so engaged. The resources that are being
devoted to this effort are substantial. It is difficult to predict with
precision whether the amount of resources ultimately devoted, or the outcome of
these efforts, will have any negative impact on American Franklin. However, as
of the date of this prospectus, it is not anticipated that Owners will
experience negative effects on their investment, or on the services provided in
connection therewith, as a result of Year 2000 transition implementation.
American Franklin currently anticipates that its systems will be Year 2000
compliant on or about December 31, 1998, but there can be no assurance that
American Franklin will be successful, or that interaction with other service
providers will not impair American Franklin's services at that time.
LEGAL MATTERS
Sutherland, Asbill & Brennan LLP of Washington, D.C. has provided advice on
certain matters relating to the federal securities laws.
OTHER INFORMATION ON FILE
A Registration Statement has been filed with the Securities and Exchange
Commission under the Securities Act of 1933 with respect to the Contracts
discussed in this Prospectus. Not all of the information set forth in the
Registration Statement and exhibits thereto has been included in this
Prospectus. Statements contained in this Prospectus concerning the Contracts
and other legal instruments are intended to be summaries. For a complete
statement of the terms of these documents, reference should be made to the
instruments filed with the Securities and Exchange Commission.
A Statement of Additional Information is available from us on request. Its
contents are as follows:
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TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Regulation and Reserves. . . . . . . . . . . . . . . . . . . . . . . . . . 2
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Principal Underwriter. . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Administration of the Contracts. . . . . . . . . . . . . . . . . . . . . . 3
Limitations on Annuity Payment Options . . . . . . . . . . . . . . . . . . 4
A. Limitations on Choice of Annuity Payment Option . . . . . . . . . 4
Annuity Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
A. Gender of Annuitant . . . . . . . . . . . . . . . . . . . . . . . 6
B. Misstatement of Age or Sex and Other Errors . . . . . . . . . . . 7
Change of Investment Adviser or Investment Policy. . . . . . . . . . . . . 7
Performance Data for the Divisions . . . . . . . . . . . . . . . . . . . . 7
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Index to Financial Statements. . . . . . . . . . . . . . . . . . . . . . . F-1
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THE CHAIRMAN-TM-
INDIVIDUAL RETIREMENT ANNUITY (IRA)
DISCLOSURE STATEMENT
INTRODUCTION
THIS DISCLOSURE STATEMENT IS DESIGNED FOR PRESENT OWNERS OF IRAs ISSUED BY
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY.
This Disclosure Statement is not part of a contract but contains general
and standardized information which must be furnished to each person who is
issued an Individual Retirement Annuity. Please refer to the contract to
determine specific rights and obligations thereunder.
REVOCATION
If you are purchasing a new or rollover IRA, then if for any reason you, as
a recipient of this Disclosure Statement, decide within 20 days from the date
your policy is delivered to you that you do not desire to retain your IRA,
written notification to the Company must be mailed, together with your policy,
within that period. If such notice is mailed within 20 days, all contributions,
without adjustments for any applicable sales commissions or administrative
expenses, will be refunded.
MAIL NOTIFICATION OF REVOCATION AND YOUR CONTRACT TO:
The American Franklin Life Insurance Company
AMFLIC Annuity Service Center
P.O. Box 4636
Houston, Texas 77210-4636
(Phone No. (800) 200-3101).
ELIGIBILITY
Under Internal Revenue Code ("Code") Section 219, for taxable years ending
on or before December 31, 1996 if neither you, nor your spouse, is an active
participant (see A. below), you may make a contribution of up to the lesser of
$2,000 (or $2,250 in the case of a Spousal IRA) or 100% of compensation and take
a deduction for the entire amount contributed. For taxable years beginning
after December 31, 1996, if neither you, nor your spouse, is an active
participant, you may make a combined contribution of up to the lesser of $4,000
($2,000 in each IRA) or 100% of your combined compensation and take a deduction
for the entire amount contributed. If you are an active participant, but have
an adjusted gross income (AGI) below a certain level (see B. below), you may
still make a deductible contribution. If, however, you or your spouse is an
active participant and your combined AGI is above the specified level, the
amount of the deductible contribution you may make to an IRA will be phased down
and eventually eliminated.
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A. ACTIVE PARTICIPANT
You are an "active participant" for a year if you are covered by a
retirement plan. You are covered by a "retirement plan" for a year if your
employer or union has a retirement plan under which money is added to your
account or you are eligible to earn retirement credits. For example, if you are
covered under a profit-sharing plan, certain government plans, a salary
reduction arrangement (such as a tax sheltered annuity arrangement or a 401(k)
plan), a Simplified Employee Pension program (SEP) or a plan which promises you
a retirement benefit which is based upon the number of years of service you have
with the employer, you are likely to be an active participant. Your Form W-2
for the year should indicate your participation status.
You are an active participant for a year even if you are not yet vested in
your retirement benefit. Also, if you make required contributions or voluntary
employee contributions to a retirement plan, you are an active participant. In
certain plans, you may be an active participant even if you were only with the
employer for part of the year.
You are not considered an active participant if you are covered in a plan
only because of your service as 1) an Armed Forces Reservist for less than 90
days of active service, or 2) a volunteer firefighter covered for firefighting
service by a government plan. Of course, if you are covered in any other plan,
these exceptions do not apply.
If you are married, filed a separate tax return, and did not live with your
spouse at any time during the year, your spouse's active participation will not
affect your ability to make deductible contributions.
B. ADJUSTED GROSS INCOME (AGI)
If you are an active participant, you must look at your Adjusted Gross
Income for the year (if you and your spouse file a joint tax return, you use
your combined AGI) to determine whether you can make a deductible IRA
contribution. Your tax return will show you how to calculate your AGI for this
purpose. If you are at or below a certain AGI level, called the Threshold
Level, you are treated as if you were not an active participant and can make a
deductible contribution under the same rules as a person who is not an active
participant.
In 1998, if you are single, your Threshold AGI Level is $30,000. The
Threshold Level if you are married and file a joint tax return is $50,000, and
if you are married but file a separate tax return, the Threshold Level is $0.
If your AGI is less than $10,000 above your Threshold Level, you will still
be able to make a deductible contribution, but it will be limited in amount.
The amount by which your AGI exceeds your Threshold Level (AGI - Threshold
Level) is called your Excess AGI. For taxable years ending on or before
December 31, 1996, the Maximum Allowable Deduction is $2,000 (or $2,250 for a
Spousal IRA). For taxable years beginning after December 31, 1996, the Maximum
Allowable Deduction per individual is $2,000. You can estimate your Deduction
Limit as follows:
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<PAGE>
(Your Deduction Limit may be slightly higher if you use this formula rather
than the table provided by the IRS.)
$10,000 - Excess AGI
-------------------- x Maximum Allowable Deduction = Deduction Limit
$10,000
You must round up the result to the next highest $10 level (the next highest
number which ends in zero). For example, if the result is $1,525, you must
round it up to $1,530. If the final result is below $200 but above zero, your
Deduction Limit is $200. Your Deduction Limit cannot, in any event, exceed 100%
of your compensation.
Example 1: Ms. Smith, a single person, is an active participant and has an
AGI of $31,619. She calculates her deductible IRA contribution
as follows:
Her AGI is $31,619
Her Threshold Level is $25,000
Her Excess AGI is (AGI - Threshold Level) or ($31,619-$25,000) = $6,619
Her Maximum Allowable Deduction is $2,000
So, her IRA deduction limit is:
$10,000 - $6,619
---------------- x $2,000 = $676 (rounded to $680)
$10,000
Example 2: Mr. and Mrs. Young file a joint tax return. Each spouse earns
more than $2,000 and one is an active participant. They have a
combined AGI of $44,255. They may each contribute to an IRA and
calculate their deductible contributions to each IRA as follows:
Their AGI is $44,255
Their Threshold Level is $40,000
Their Excess AGI is (AGI - Threshold Level) or ($44,255 - $40,000) = $4,255
The Maximum Allowable Deduction for each spouse is $2,000
So, each spouse may compute his or her IRA deduction limit as follows:
$10,000 - 4,255
--------------- x $2,000 = $1,149 (rounded to $1,150)
$10,000
Example 3: For taxable years ending on or before December 31, 1996, if, in
Example 2, Mr. Young did not earn any compensation, or elected to
be treated as earning no
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compensation, Mrs. Young could establish a Spousal IRA
(consisting of an account for herself and one for her husband).
The amount of deductible contributions which could be made to the
two IRAs is calculated using a Maximum Allowable Deduction of
$2,250 rather than $2,000.
$10,000 - $4,255
---------------- x $2,250 = $1,293 (rounded to $1,300)
$10,000
The $1,300 can be divided between the two accounts, but neither IRA may receive
a deductible contribution of more than $1,150.
Example 4: For taxable years beginning after December 31, 1996, if, in
Example 2, Mr. Young did not earn any compensation, or elected to
be treated as earning no compensation, Mr. Young could still
establish an IRA for himself and Mrs. Young could establish an
IRA for herself. The amount of deductible contributions which
could be made to the two IRAs is calculated using a Maximum
Allowable Deduction of $4,000 rather than $2,000.
$10,000 - $4,255
---------------- x $4,000 = $2,298 (rounded to $2,300)
$10,000
The $2,300 can be divided between the two accounts, but neither IRA may receive
a deductible contribution of more than $2,000.
Example 5: Mr. Jones, a married person, files a separate tax return and is
an active participant. He has $1,500 of compensation and wishes
to make a deductible contribution to an IRA.
His AGI is $1,500
His Threshold Level is $0
His Excess AGI is ((AGI - Threshold Level) or $1,500-$0) = $1,500
His Maximum Allowable Deduction is $2,000
So, his IRA deduction limit is:
$10,000 - $1,500
---------------- x $2,000 = $1,700
$10,000
Even though his IRA deduction limit under the formula is $1,700, Mr. Jones may
not deduct an amount in excess of his compensation, so, his actual deduction is
limited to $1,500.
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<PAGE>
SPOUSAL IRAs
As noted in Example 3 above, for taxable years ending on or before
December 31, 1996 under the Act you may contribute to a Spousal IRA even if your
spouse has earned some compensation during the year. Provided your spouse does
not make a contribution to an IRA, you may set up a Spousal IRA consisting of an
annuity for your spouse as well as an annuity for yourself. The total maximum
deductible amount to your IRA and a Spousal IRA is the lesser of $2,250 or 100%
of compensation. As noted in Example 4 above, for taxable years beginning after
December 31, 1996, the total maximum deductible amount to your IRA and your
spouse's IRA is the lesser of $4,000 (up to $2,000 per IRA) or 100% of your
combined compensation.
NON-DEDUCTIBLE CONTRIBUTIONS TO IRAs
Even if you are above the Threshold Level and thus may not make a
deductible contribution of $2,000 ($2,250 if a Spousal IRA is involved in the
case of a taxable year ending on or before December 31, 1996), you may still
contribute up to the lesser of 100% of compensation or $2,000 to an IRA ($2,250
for a Spousal IRA in the case of a taxable year ending on or before December 31,
1996). The amount of your contribution which is not deductible will be a
non-deductible contribution to the IRA. You may also choose to make a
contribution non-deductible even if you could have deducted part or all of the
contribution. Interest or other earnings on your IRA contribution, whether from
deductible or non-deductible contributions, will not be taxed until taken out of
your IRA and distributed to you.
If you make a non-deductible contribution to an IRA, you must report the
amount of the non-deductible contribution to the IRS on Form 8606 as a part of
your tax return for the year.
You may make a $2,000 contribution at any time during the year, if your
compensation for the year will be at least $2,000, without having to know how
much will be deductible. When you fill out your return, you may then figure out
how much is deductible.
You may withdraw an IRA contribution made for a year any time before April
15 of the following year. If you do so, you must also withdraw the earnings
attributable to that portion and report the earnings as income for the year for
which the contribution was made. If some portion of your contribution is not
deductible, you may decide either to withdraw the non-deductible amount, or to
leave it in the IRA and designate that portion as a non-deductible contribution
on your tax return.
IRA DISTRIBUTIONS
Generally, IRA distributions which are not rolled over (see "Rollover IRA
Rules," below) are included in your gross income in the year they are received.
Non-deductible IRA contributions, however, are made using income which has
already been taxed (that is, they are not deductible contributions). Thus, the
portion of the IRA distributions consisting of non-deductible contributions will
not be taxed again when received by you. If you make any non-deductible IRA
contributions, each distribution from your IRA(s) will consist of a non-taxable
portion (return of non-deductible contributions) and a taxable portion (return
of deductible contributions, if any, and
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<PAGE>
account earnings). Special tax rules applicable to lump sum distributions from
tax qualified retirement plans are not applicable to IRA distributions.
Thus, you may not take a distribution which is entirely tax-free. The
following formula is used to determine the non-taxable portion of your
distributions for a taxable year:
<TABLE>
<CAPTION>
<S><C>
Remaining Non-Deductible Contributions
-------------------------------------- x Total Distributions = Nontaxable Distributions
Year-End Total IRA Balances (for the year) (for the year)
</TABLE>
To figure the year-end total IRA balance, you treat all of your IRAs as a
single IRA. This includes all regular IRAs (whether accounts or annuities), as
well as Simplified Employee Pension (SEP) IRAs, and Rollover IRAs. You also add
back the distributions taken during the year.
Example: An individual makes the following contributions to his or her IRA(s).
<TABLE>
<CAPTION>
Year Deductible Non-Deductible
---- ---------- --------------
<S> <C> <C>
1986 $2,000 0
1987 1,800 0
1990 1,000 $1,000
1992 600 1,400
------- -------
$5,400 $2,400
Deductible Contributions: $5,400
Non-Deductible Contributions: 2,400
Earnings on IRAs: 1,200
-------
Total Account Balance of IRA(s) as of 12/31/95
(including distributions in 1995): $9,000
In 1995, the individual takes a distribution of $3,000. The total account
balance in the IRAs on 12/31/95 plus 1995 distributions is $9,000. The
non-taxable portion of the distributions for 1995 is figured as follows:
Total non-deductible contributions $2,400
------ x $3,000 = $810
Total account balance in the IRAs, plus distributions $9,000
Thus, $810 of the $3,000 distribution in 1995 will not be included in the
individual's taxable income. The remaining $2,190 will be taxable for 1995.
</TABLE>
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<PAGE>
ROLLOVER IRA RULES
1. IRA TO IRA
You may withdraw, tax-free, all or part of the assets from an IRA and
reinvest or rollover such assets in one or more IRAs. The rollover must be
completed within 60 days of the withdrawal. No IRA deduction is allowed for the
rollover. If you make such a rollover, you may not make another rollover from
an IRA to another IRA for at least one year after the original rollover is made.
Amounts required to be distributed because the individual has reached age 70 1/2
may not be rolled over.
2. EMPLOYER PLAN DISTRIBUTIONS TO IRA
All taxable distributions (known as "eligible rollover distributions") from
qualified pension, profit-sharing, stock bonus and tax sheltered annuity plans
may be rolled over to an IRA, with the exception of (1) annuities paid over a
life or life expectancy, (2) installments for a period of ten years or more, and
(3) required minimum distributions under Code Section 401(a)(9).
Rollovers may be accomplished in two ways. First, you may elect to have an
eligible rollover distribution paid directly to an IRA (a "direct rollover").
Second, you may receive the distribution directly and then, within 60 days of
receipt, roll the amount over to an IRA. However, any amount that you elect not
to have distributed as a direct rollover will be subject to 20 percent income
tax withholding, and, if you are younger than age 59 1/2, may result in a 10%
excise tax on any amount of the distribution that is included in income.
Questions regarding distribution options should be directed to your Plan Trustee
or Plan Administrator, or may be answered by consulting IRS Regulations Sections
1.401(a)(31)-1, 1.402(c)-2 and 31.3405(c)-1.
PENALTIES FOR PREMATURE DISTRIBUTIONS
If you receive a distribution from your IRA before you reach age 59 1/2, an
additional tax of 10 percent will be imposed under Code Section 72(t), unless
the distribution (a) occurs because of your death or disability, (b) is received
as a part of a series of substantially equal payments over your life or life
expectancy, (c) is received as a part of a series of substantially equal
payments over the lives or life expectancy of you and your designated
beneficiary, or (d) is contributed to a rollover IRA or a qualified plan.
MINIMUM DISTRIBUTIONS
Under the rules set forth in Code Section 408(b)(3) and Section 401(a)(9),
you may not leave the funds in your contract indefinitely. Certain minimum
distributions are required. These required distributions may be taken in one of
two ways: (a) by withdrawing the balance of your contract by a "required
beginning date," usually April 1 of the year following the date at which you
reach age 70 1/2; or (b) by withdrawing periodic distributions of the balance in
your contract by the required beginning date. These periodic distributions may
be taken over (a) your life; (b) the lives of you and your designated
beneficiary; (c) a period not extending beyond your life expectancy; or (d) a
period not extending beyond the joint life expectancy of you and your designated
beneficiary.
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If you do not satisfy the minimum distribution requirements, then, pursuant
to Code Section 4974, you may have to pay a 50% excise tax on the amount not
distributed as required that year.
The foregoing minimum distribution rules are discussed in detail in IRS
Publication 590, "Individual Retirement Arrangements."
REPORTING
You are required to report penalty taxes due on excess contributions,
excess accumulations, excess distributions, premature distributions, and
prohibited transactions. Currently, IRS Form 5329 is used to report such
information to the Internal Revenue Service.
PROHIBITED TRANSACTIONS
Neither you nor your beneficiary may engage in a prohibited transaction, as
that term is defined in Code Section 4975. If you or your beneficiary engage in
a prohibited transaction with respect to your IRA, the account will lose its tax
exemption and you will be required to include the fair market value of your IRA
in gross income for the taxable year in which you or your beneficiary engage in
such a prohibited transaction.
Borrowing any money from (or by use of) this IRA would, under Code Section
408(e)(3), cause the contract to cease to be an Individual Retirement Annuity
and would result in the fair market value of the annuity being included in the
owner's gross income in the taxable year in which such loan is made.
Use of this contract as security for a loan, if such loan were otherwise
permitted, would, under Code Section 408(e)(4), cause the portion so used to be
treated as a taxable distribution includable in your gross income for the year
during which the contract is so used.
EXCESS CONTRIBUTIONS
Code Section 4973 imposes a six percent excise tax as a penalty for an
excess contribution to an IRA. An excess contribution is the excess of the
deductible and nondeductible amounts contributed by the Owner to an IRA for that
year over the lesser of his or her taxable compensation or $2,000. (Different
limits apply in the case of a spousal IRA arrangement for taxable years ending
on or before December 31, 1996.) If the excess contribution plus any net income
attributable thereto is not withdrawn by the due date of your tax return
(including extensions) you will be subject to the penalty.
IRS APPROVAL
Your contract and IRA endorsement have been approved by the Internal
Revenue Service as a tax qualified Individual Retirement Annuity. Such approval
by the Internal Revenue Service is a determination only as to the form of the
annuity and does not represent a determination of the merits of such annuity.
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<PAGE>
This disclosure statement is intended to provide an overview of the
applicable tax laws relating to Individual Retirement Annuities. It is not
intended to constitute a comprehensive explanation as to the tax consequences of
your IRA. As with all significant transactions such as the establishment or
maintenance of, or withdrawal from an IRA, appropriate tax and legal counsel
should be consulted. Further information may also be acquired by contacting
your IRS District Office or consulting IRS Publication 590.
FINANCIAL DISCLOSURE (THE CHAIRMAN COMBINATION FIXED AND VARIABLE
ANNUITY)
This Financial Disclosure is applicable to IRAs using The Chairman
combination fixed and variable annuity purchased from The American Franklin Life
Insurance Company ("American Franklin") on or after April 30, 1997.
Earnings under the variable investment options are not guaranteed, and
depend on the performance of the underlying mutual funds that you select. The
value of the underlying mutual funds is determined each day that the New York
Stock Exchange is open for trading. You bear the risk of investment losses with
respect to the variable investment options. As such, earnings cannot be
projected. You may also allocate purchase payments to fixed investment options,
which earn interest for one-year, three-year or five-year periods, as you
select, at guaranteed rates established by American Franklin from time to time.
Set forth below are the charges associated with such annuities.
CHARGES:
(a) Annual contract fee of $30 deducted at the end of each contract year.
(b) A maximum charge of $25 for each transfer, in excess of 12 free
transfers annually, of contract value among divisions of the Separate Account
and the Guarantee Periods.
(c) To compensate for mortality and expense risks assumed by American
Franklin under the contract, variable divisions only will incur a daily charge
at an annualized rate of 1.25% of the average Separate Account Value of the
contract during both the Accumulation and the Payout Phase.
(d) Premium taxes, if applicable, may be charged against Accumulation
Value at time of annuitization, a full or partial surrender or upon the death of
the Annuitant. If a jurisdiction imposes premium taxes at the time purchase
payments are made, the Company may deduct a charge at that time.
(e) If the contract is surrendered, or if a withdrawal is made, there may
be a Surrender Charge. The Surrender Charge equals the sum of the following:
6% of purchase payments for surrenders and withdrawals made during the
first and second contract years following receipt of the purchase payments
surrendered;
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5% of purchase payments for surrenders and withdrawals made during the
third and fourth contract years following receipt of the purchase payments
surrendered;
4% of purchase payments for surrenders and withdrawals made during the
fifth and sixth contract years following receipt of the purchase payments
surrendered; and
2% of purchase payments for surrenders and withdrawals made during the
seventh contract year following receipt of the purchase payments
surrendered.
There will be no charge imposed for surrenders and withdrawals made after
the seventh contract year following receipt of the purchase payments
surrendered.
Under certain circumstances described in the contract, portions of a
partial withdrawal may be exempt from the Surrender Charge.
(f) To compensate for administrative expenses, a daily charge will be
incurred at an annualized rate of .15% of the average Separate Account Value of
the contract during the Accumulation and the Payout Phase.
(g) Each variable division will be charged a fee for asset management and
other expenses deducted directly from the underlying fund during the
Accumulation and Payout Phase. For funds managed by Fidelity Management &
Research Company, the fee during the 1997 fiscal year ranged between 0.28% and
0.92%. For funds managed by Massachusetts Financial Services Company, the fee
during the 1997 fiscal year ranged between 0.87% and 1.00%.
10
<PAGE>
PROSPECTUS
THE CHAIRMAN-TM-
COMBINATION FIXED AND VARIABLE ANNUITY CONTRACTS
OFFERED BY
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
#1 FRANKLIN SQUARE
SPRINGFIELD, ILLINOIS 62713
- --------------------------------------------------------------------------------
Complete and return this form to:
The American Franklin Life Insurance Company
AMFLIC Annuity Service Center
P.O. Box 4636
Houston, Texas 77210-4636
(800) 200-3101
Please send me the Statement of Additional Information dated April 30, 1998
for Separate Account VA-1.
---------------------------------------------------------------
(Name)
---------------------------------------------------------------
(Street)
---------------------------------------------------------------
(City) (State) (Zip Code)
<PAGE>
SEPARATE ACCOUNT VA-1 OF
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
THE CHAIRMAN-TM-
Combination Fixed And Variable Annuity Contracts
Offered by
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
#1 Franklin Square, Springfield, Illinois 62713
(800) 528-2011
STATEMENT OF ADDITIONAL INFORMATION
Dated April 30, 1998
This Statement of Additional Information is not a prospectus. It should be
read with the Prospectus for Separate Account VA-1 of The American Franklin Life
Insurance Company ("Separate Account VA-1") concerning The Chairman flexible
payment deferred individual annuity Contracts investing in certain mutual fund
portfolios of the Variable Insurance Products Fund, the Variable Insurance
Products Fund II and MFS Variable Insurance Trust, dated April 30, 1998. A copy
of the Prospectus for the Contracts, and any supplements thereto, may be
obtained by contacting The American Franklin Life Insurance Company ("American
Franklin") at its Administrative Office located at 2727-A Allen Parkway 3-50,
Houston, Texas 77019-2191; mailing address - P.O. Box 4636, Houston, Texas
77210-4636; telephone numbers - (800) 200-3101 or (713) 831-3310. An Owner has
the option of receiving benefits on a fixed basis through American Franklin's
Fixed Account or through American Franklin's Separate Account VA-1. Terms used
in this Statement of Additional Information have the same meanings as are
defined in the Prospectus under the heading "Glossary."
TABLE OF CONTENTS
General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Regulation and Reserves. . . . . . . . . . . . . . . . . . . . . . . . . 2
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Principal Underwriter. . . . . . . . . . . . . . . . . . . . . . . . . . 3
Administration of the Contracts. . . . . . . . . . . . . . . . . . . . . 3
Limitations on Annuity Payment Options . . . . . . . . . . . . . . . . . 4
A. Limitations on Choice of Annuity Payment Option. . . . . . . . . 4
Annuity Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
A. Gender of Annuitant. . . . . . . . . . . . . . . . . . . . . . . 6
B. Misstatement of Age or Sex and Other Errors. . . . . . . . . . . 7
Change of Investment Adviser or Investment Policy. . . . . . . . . . . . 7
Performance Data for the Divisions . . . . . . . . . . . . . . . . . . . 7
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Index to Financial Statements. . . . . . . . . . . . . . . . . . . . . . F-1
<PAGE>
GENERAL INFORMATION
American Franklin is a legal reserve stock life, accident and health
insurance company organized under the laws of the State of Illinois in 1981.
American Franklin is a wholly-owned subsidiary of The Franklin Life Insurance
Company ("The Franklin"). The Franklin is a legal reserve stock life insurance
company organized under the laws of the State of Illinois in 1884. The Franklin
issues individual life insurance, annuity and accident and health insurance
policies, group annuities and group life and health insurance and offers a
variety of whole life, life, retirement income and level and decreasing term
insurance plans. Its home office is located at #1 Franklin Square, Springfield,
Illinois 62713.
REGULATION AND RESERVES
American Franklin is subject to regulation and supervision by the insurance
departments of the states in which it is licensed to do business. This
regulation covers a variety of areas, including benefit reserve requirements,
adequacy of insurance company capital and surplus, various operational
standards, and accounting and financial reporting procedures. American
Franklin's operations and accounts are subject to periodic examination by
insurance regulatory authorities.
Under insurance guaranty fund laws in most states, insurers doing business
therein can be assessed up to prescribed limits for insurance contract losses,
if covered, incurred by insolvent companies. The amount of any future
assessments of American Franklin under these laws cannot be reasonably
estimated. Most of these laws do provide, however, that an assessment may be
excused or deferred if it would threaten an insurer's own financial strength.
Although the federal government generally has not directly regulated the
business of insurance, federal initiatives often have an impact on the business
in a variety of ways. Federal measures that may adversely affect the insurance
business include employee benefit regulation, tax law changes affecting the
taxation of insurance companies or of insurance products, changes in the
relative desirability of various personal investment vehicles, and removal of
impediments on the entry of banking institutions into the business of insurance.
Also, both the executive and legislative branches of the federal government have
under consideration various insurance regulatory matters, which could ultimately
result in direct federal regulation of some aspects of the insurance business.
It is not possible to predict whether this will occur or, if so, what the effect
on American Franklin would be.
Pursuant to state insurance laws and regulations, American Franklin is
obligated to carry on its books, as liabilities, reserves to meet its
obligations under outstanding insurance contracts. These reserves are based on
assumptions about, among other things, future claims experience and investment
returns. Neither the reserve requirements nor the other aspects of state
insurance regulation provide absolute protection to holders of insurance
contracts, including the Contracts, if American Franklin were to incur claims or
expenses at rates significantly higher than expected, for example, due to
acquired immune deficiency syndrome or other infectious diseases or
catastrophes, or significant unexpected losses on its investments.
2
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EXPERTS
The statement of net assets as of December 31, 1997 and the related
statements of operations and changes in net assets for the period from February
28, 1997 (date of inception) to December 31, 1997 of Separate Account VA-1,
appearing herein, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon appearing elsewhere herein. The financial
statements of American Franklin at December 31, 1997 and 1996 and for each of
the two years in the period ended December 31, 1997, the eleven months ended
December 31, 1995 and the one month ended January 31, 1995, appearing herein,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon appearing elsewhere herein. Such financial statements
referred to above are included in reliance upon such reports given upon the
authority of such firm as experts in accounting and auditing.
PRINCIPAL UNDERWRITER
Franklin Financial Services Corporation ("FFSC") is the principal
underwriter with respect to the Contracts. FFSC also serves as principal
underwriter to Franklin Life Variable Annuity Fund A, Franklin Life Variable
Annuity Fund B, Franklin Life Money Market Variable Annuity Fund C, which offer
interests in variable annuities, and Separate Account VUL and Separate Account
VUL-2 of The American Franklin Life Insurance Company, which offer interests in
flexible premium variable life insurance policies, each of which is an
investment company registered under the Investment Company Act of 1940. FFSC, a
Delaware corporation, is a wholly-owned subsidiary of The Franklin and a member
of the National Association of Securities Dealers, Inc. During 1997,
commissions in the amount of $1,740,597.96 were paid on the Contracts.
The securities offered pursuant to the Contracts are offered on a
continuous basis.
ADMINISTRATION OF THE CONTRACTS
While American Franklin has primary responsibility for all administration
of the Contracts, American General Life Insurance Company ("AGL") has agreed
pursuant to a services agreement among American General Corporation and almost
all of its subsidiaries to provide all administrative services in connection
with the Contracts, including the issuance of the Contracts and the maintenance
of Owners' records. American Franklin and AGL, as wholly-owned subsidiaries of
American General Corporation, are parties to the services agreement. Pursuant
to such agreement, American Franklin reimburses AGL for the costs and expenses
which AGL incurs in providing such administrative services in connection with
the Contracts, but neither American Franklin nor AGL incurs a loss or realizes a
profit by reason thereof. During 1997, $4,750 was paid by American Franklin to
AGL for these services. AGL is a stock life insurance company organized under
the laws of Texas and is also engaged in the writing and sale of life insurance
and annuity contracts. American Franklin's ability to administer the Contracts
could be adversely affected should AGL terminate or be unable to continue
providing administrative services pursuant to the services agreement.
3
<PAGE>
LIMITATIONS ON ANNUITY PAYMENT OPTIONS
A. LIMITATIONS ON CHOICE OF ANNUITY PAYMENT OPTION
Described below are certain limitations on Annuity Payment Options based on
American Franklin's current understating of the distribution rules generally
applicable to Non-Qualified Contracts, Section 457 Contracts and to Qualified
Contracts. Various questions exist, however, about the application of the
distribution rules to distributions from the Contracts and their effect on
Annuity Payment Option availability thereunder.
The Internal Revenue Service has proposed regulations relating to required
distributions from Section 457 Plans and Qualified Plans. These proposed
regulations may limit the availability of the Annuity Payment Options for
Contracts issued in connection with such plans. The proposed regulations are
generally effective for calendar years after 1984; persons contemplating the
purchase of a Contract should consult a qualified tax advisor concerning the
effect of the proposed regulations on the Annuity Payment Option or Options he
or she is contemplating.
FIRST OPTION - LIFE ANNUITY. Under Qualified Contracts, if the Annuitant
dies before Annuity payments have commenced, this Annuity Payment Option is
available to the Beneficiary only if the Beneficiary is an individual designated
in the Contract and distributions to the Beneficiary begin not later than one
year after the date of the Annuitant's death (except that distributions to a
designated Beneficiary who is the surviving spouse of the Annuitant need not
commence earlier than the date on which the Annuitant would have attained age
70 1/2). If the surviving spouse of the Annuitant is the designated Beneficiary
and such surviving spouse dies before Annuity payments to such spouse have
commenced, the surviving spouse generally will be treated as the Annuitant for
purposes of the distribution requirements.
Under Non-Qualified Contracts, if any Owner dies before Annuity payments
have commenced, this Annuity Payment Option is available to a non-spouse
designated Beneficiary only if the Beneficiary is an individual designated in
the Contract and distributions to the designated Beneficiary begin not later
than one year after the date of the Owner's death (or the substituted surviving
spouse's death, as the case may be). If the surviving spouse of the Owner is
the designated Beneficiary, the distribution requirements are applied as if the
surviving spouse was the Owner.
Under Section 457 Contracts, if the Annuitant dies before Annuity payments
have commenced, this Annuity Payment Option is not available to the Beneficiary
unless the designated Beneficiary is the surviving spouse of the Annuitant and
distributions to the designated Beneficiary begin not later than the later of
(i) one year after the date of the Annuitant's death or (ii) the date on which
the Annuitant would have attained age 70 1/2.
SECOND OPTION - LIFE ANNUITY WITH PAYMENT FOR A FIXED TERM OF YEARS. Under
Qualified Contracts, this Annuity Payment Option is available only if the
selected period does not extend beyond the life expectancy of the Annuitant (or
the joint life expectancies of the Annuitant and his or her designated
Beneficiary). Further, if the Annuitant dies before Annuity payments have
commenced, this Annuity Payment Option is not available to a Beneficiary unless
(i) the
4
<PAGE>
Beneficiary is an individual designated in the Contract, (ii) the selected
period does not extend beyond the life expectancy of the designated Beneficiary
and (iii) the distribution to the designated Beneficiary commences not later
than one year after the date of the Annuitant's death (except that distributions
to a designated Beneficiary who is the surviving spouse of the Annuitant need
not commence earlier than the date on which the Annuitant would have attained
age 70 1/2). If the surviving spouse of the Annuitant is the designated
Beneficiary and the surviving spouse dies before Annuity payments to such spouse
have commenced, the surviving spouse generally will be treated as the Annuitant
for purposes of the distribution requirements. This Annuity Payment Option is
available in connection with Individual Retirement Annuities or in connection
with Section 403(b) annuity purchase plans only if certain minimum distribution
incidental benefit requirements of the proposed regulations are met.
Under Non-Qualified Contracts, if any Owner dies before Annuity payments
have commenced, this Annuity Payment Option is available to a non-spouse
designated Beneficiary only if the Beneficiary is an individual designated in
the Contract, distributions to the designated Beneficiary begin not later than
one year after the date of the Owner's death (or the substituted surviving
spouse's death, as the case may be), and the selected period does not extend
beyond the life expectancy of the designated Beneficiary. If the surviving
spouse of the deceased Owner is the designated Beneficiary, the distribution
requirements are applied as if the surviving spouse was the Owner.
Under Section 457 Contracts, this Annuity Payment Option is not available
unless the selected period does not extend beyond the life expectancy of the
Annuitant (or the joint life expectancy of the Annuitant and his or her
designated Beneficiary who is an individual designated in the Contract).
Further, if the Annuitant dies before Annuity payments have commenced, this
Annuity Payment Option is not available to the Beneficiary unless (a) the
designated Beneficiary is the surviving spouse of the Annuitant, (b) the
selected period does not extend beyond the life expectancy of the designated
Beneficiary and (c) distributions to the designated Beneficiary begin not later
than the later of (i) one year after the date of the Annuitant's death or (ii)
the date on which the Annuitant would have attained age 70 1/2. This Annuity
Payment Option is also not available under Section 457 Contracts unless certain
minimum distribution rules similar to the minimum distribution incidental
benefit requirements of proposed regulations are met.
THIRD OPTION - JOINT AND LAST SURVIVOR LIFE ANNUITY. Under Section 457
Contracts and Qualified Contracts, this Annuity Payment Option is available only
if the secondary annuitant is the spouse of the Annuitant or if certain minimum
distribution incidental benefit requirements of the proposed regulations are
met. Further, if the Annuitant dies before Annuity payments have commenced,
this Annuity Payment Option is not available to a Beneficiary. Under
Non-Qualified Contracts, if any Owner dies before Annuity payments have
commenced, this Annuity Payment Option is available only if the designated
Beneficiary is the surviving spouse of the deceased Owner.
FOURTH OPTION - INCOME PAYMENTS FOR A FIXED TERM OF YEARS. Under Qualified
Contracts, this Annuity Payment Option is available only if the limitations
described in the Second Option, above, applicable to such Qualified Contracts,
are satisfied, except that this Annuity Payment Option is otherwise available to
a designated Beneficiary where the Annuitant dies
5
<PAGE>
before Annuity payments have commenced if the designated period does not exceed
a period that terminates five years after the death of the Annuitant or the
substituted surviving spouse, as the case may be. In addition, this Annuity
Payment Option is not available if the number of years in the selected period
over which Annuity payments would otherwise be paid plus the attained age of the
Annuitant at the Annuity Commencement Date would exceed 95.
Under Non-Qualified Contracts this Annuity Payment Option is not available
to a Beneficiary where the Annuitant dies before Annuity payments have
commenced, unless either the limitations described in the Second Option, above,
applicable to such Non-Qualified Contracts are satisfied, or the selected period
does not exceed a period that terminates five years after the death of the
Annuitant or the substituted surviving spouse, as the case may be.
Under Section 457 Contracts this Annuity Payment Option is not available
unless the limitations described in the Second Option, above, applicable to
Section 457 Contracts, are satisfied. This Annuity Payment Option is also
available to a designated Beneficiary where the Annuitant dies before Annuity
payments have commenced if the designated period does not exceed a period that
terminates five years after the death of the Annuitant. If the surviving spouse
of the Annuitant is the designated Beneficiary and the surviving spouse dies
before Annuity payments to such spouse have commenced, the surviving spouse will
be treated as the Annuitant for purposes of the preceding sentence. In
addition, this Annuity Payment Option is not available if the number of years in
the selected period over which Annuity payments would otherwise be paid plus the
attained age of the Annuitant at the Annuity Commencement Date would exceed 95.
FIFTH OPTION - PAYMENTS OF A SPECIFIED DOLLAR AMOUNT. This Annuity Payment
Option is not available to a Beneficiary under a Non-Qualified Contract where
the Annuitant dies before Annuity payments have commenced, unless the amount
selected results in a distribution period which either satisfies the limitations
described in the Second Option, above, applicable to Non-Qualified Contracts, or
which terminates not more than five years after the death of the Annuitant or
the substitute surviving spouse, as the case may be.
ANNUITY PAYMENTS
A. GENDER OF ANNUITANT
When annuity payments are based on life expectancy, the amount of each
annuity payment ordinarily will be higher if the Annuitant or other measuring
life is a male, as compared with a female under an otherwise identical Contract.
This is because, statistically, females tend to have longer life expectancies
than males.
However, there will be no differences between males and females in any
jurisdiction, including Montana, where such differences are not permitted.
American Franklin will also make available Contracts with no such differences in
connection with certain employer-sponsored benefit plans. Employers should be
aware that, under most such plans, Contracts that make distinctions based on
gender are prohibited by law.
6
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B. MISSTATEMENT OF AGE OR SEX AND OTHER ERRORS
If the age or sex of an Annuitant has been misstated to American Franklin,
the benefits payable will be those which the purchase payments paid would have
purchased at the correct age and sex. If American Franklin made any
overpayments because of incorrect information about age or sex, or any error or
miscalculation, American Franklin will deduct the overpayment from the next
payment or payments due. American Franklin will add any underpayments to the
next payment. The amount of any adjustment will be credited or charged with
interest at the assumed interest rate used in the Contract's annuity tables.
CHANGE OF INVESTMENT ADVISER OR INVESTMENT POLICY
Unless otherwise required by law or regulation, neither the investment
adviser to any Fund nor any investment policy may be changed without the consent
of American Franklin. If required, approval of or change of any investment
objective will be filed with the insurance department of each state where a
Contract has been delivered. The Owner (or, after annuity payments start, the
payee) will be notified of any material investment policy change that has been
approved. Owners will be notified of any investment policy change prior to its
implementation by Separate Account VA-1 if such Owners' consent or vote is
required for such change.
PERFORMANCE DATA FOR THE DIVISIONS
American Franklin may provide investment results for each of the available
Divisions of Separate Account VA-1. Such results are not an estimate or
guarantee of future investment performance, and do not represent the actual
experience of amounts invested by a particular Owner. The investment experience
for each Division will reflect the investment performance of the separate
investment Portfolio then funding such Division for the periods stated.
AVERAGE ANNUAL TOTAL RETURN CALCULATIONS
Each Division's average annual total return quotation will be computed in
accordance with a standard method prescribed by the Securities and Exchange
Commission. The average annual total return for a Division for a specific
period is found by first taking a hypothetical $1,000 investment in the
Division's Accumulation Units on the first day of the period at the maximum
offering price, which is the Accumulation Unit value per unit ("initial
investment"), and computing the ending redeemable value ("redeemable value") of
that investment at the end of the period. The redeemable value reflects the
effect of the applicable Surrender Charge that may be imposed at the end of the
period as well as all other recurring charges and fees applicable under the
Contract to all Owner accounts. Such other charges and fees include the
mortality and expense risk charge, the administrative expense charge, and a pro
rata portion of the Annual Contract Fee for the relevant period. Any premium
taxes will not be reflected. The redeemable value is then divided by the
initial investment and this quotient is taken to the Nth root (N represents the
number of years in the period) and 1 is subtracted from the result, which is
then expressed as a percentage.
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TOTAL RETURN CALCULATIONS (WITHOUT SURRENDER CHARGE)
Each Division may also advertise its non-standardized total return, which
will be calculated in the same manner and for the same time periods as the
standardized average annual total returns described immediately above, except
that the redeemable value will not reflect the deduction of any applicable
Surrender Charge that may be imposed at the end of the period, since it is
assumed that the Contract will continue through the end of each period, or the
deduction of the Annual Contract Fee. If reflected, these charges would reduce
the performance results presented.
CUMULATIVE TOTAL RETURN CALCULATIONS
No standardized formula has been prescribed by the Securities and Exchange
Commission for calculating cumulative total return performance. Cumulative
total return performance is the compound rate of return on a hypothetical
initial investment of $1,000 in each Division's Accumulation Units on the first
day of the period at the maximum offering price, which is the Accumulation Unit
value per unit ("initial investment"). Cumulative total return figures (and the
related "Growth of a $1,000 Investment" figures) will not include the effect of
any premium taxes or any applicable Surrender Charge or the Annual Contract Fee.
Cumulative total return quotations will reflect changes in Accumulation Unit
value and will be calculated by finding the cumulative rates of return of the
hypothetical initial investment over various periods, according to the following
formula, and then expressing that as a percentage:
C = (ERV/P) - 1
Where:
C = cumulative total return
P = a hypothetical initial investment of $1,000
ERV = ending redeemable value is the value at the end of the applicable
period of a hypothetical $1,000 investment made at the beginning
of the applicable period.
YIELD CALCULATIONS
The yields for the VIP High Income Division and the VIPII Investment Grade
Bond Division will each be computed in accordance with a standard method
prescribed by the Securities and Exchange Commission. The yield quotation will
be computed by dividing the net investment income per Accumulation Unit earned
during the specified one month or 30-day period by the Accumulation Unit values
on the last day of the period, according to the following formula that assumes a
semi-annual reinvestment of income:
a - b
YIELD = 2[(------- +1) 6 - 1]
cd
a = net dividends and interest earned during the period by the Fund
attributable to the Division
b = expenses accrued for the period (net of reimbursements)
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<PAGE>
c = the average daily number of Accumulation Units outstanding during the
period
d = the Accumulation Unit value per unit on the last day of the period
The yield of each Division will reflect the deduction of all recurring fees
and charges applicable to each Division, such as the mortality and expense risk
charge, the administrative expense charge, and a pro rata portion of the Annual
Contract Fee for the relevant period, but will not reflect the deduction of
Surrender Charges or premium taxes.
VIP MONEY MARKET DIVISION YIELD AND EFFECTIVE YIELD CALCULATIONS
The VIP Money Market Division's yield will be computed in accordance with a
standard method prescribed by the Securities and Exchange Commission. Under
that method, the current yield quotation is based on a seven-day period and
computed as follows: the net change in the Accumulation Unit value during the
period is divided by the Accumulation Unit value at the beginning of the period
to obtain the base period return; the base period return is then multiplied by
the fraction 365/7 to obtain the current yield figure, which is carried to the
nearest one-hundredth of one percent. Realized capital gains or losses,
unrealized appreciation or depreciation or income other than investment income
of the Division's Portfolio are not included in the calculation.
The VIP Money Market Division's effective yield will be determined by
taking the base period return (computed as described above) and calculating the
effect of assumed compounding. The formula for the effective yield is: (base
period return + 1) 365/7-1.
Yield and effective yield will not reflect the deduction of Surrender
Charges or premium taxes that may be imposed upon the redemption of Accumulation
Units.
PERFORMANCE COMPARISONS
The performance of each or all of the available Divisions of Separate
Account VA-1 may be compared in advertisements and sales literature to the
performance of other variable annuity issuers in general or to the performance
of particular types of variable annuities investing in mutual funds, or series
of mutual funds, with investment objectives similar to each of the Divisions of
Separate Account VA-1. Lipper Analytical Services, Inc. ("Lipper") and the
Variable Annuity Research and Data Service ("VARDS(R)") are independent services
which monitor and rank the performance of variable annuity issuers in each of
the major categories of investment objectives on an industry-wide basis.
Lipper's rankings include variable life issuers as well as variable annuity
issuers. VARDS(R) rankings compare only variable annuity issuers. The
performance analyses prepared by Lipper and VARDS(R) rank such issuers on the
basis of total return, assuming reinvestment of dividends and distributions, but
do not take sales charges, redemption fees or certain expense deductions at the
separate account level into consideration. In addition, VARDS(R) prepares risk
adjusted rankings, which consider the effects of market risk on total return
performance.
In addition, each Division's performance may be compared in advertisements
and sales literature to the following benchmarks: (1) the Standard & Poor's 500
Composite Stock Price
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Index, an unmanaged weighted index of 500 leading domestic companies that
represent approximately 80% of the market capitalization of the United States
equity market; (2) the Dow Jones Industrial Average, an unmanaged unweighted
average of thirty blue chip industrial corporations listed on the New York Stock
Exchange that is generally considered to be representative of the United States
stock market; (3) the Consumer Price Index, published by the U.S. Bureau of
Labor Statistics, a statistical measure of change, over time, in the prices of
goods and services in major expenditure groups that is generally considered to
be a measure of inflation; (4) the Lehman Brothers Government and Domestic
Income Index, the Salomon Brothers High Grade Domestic Income Index, and the
Merrill Lynch Government/Corporate Master Index, unmanaged indices that are
generally considered to be representative of the performance of intermediate and
long term bonds during various market cycles; and (5) the Morgan Stanley Capital
International Europe Australia Far East Index, an unmanaged index that is
generally considered to be representative of major non-United States stock
markets.
FINANCIAL STATEMENTS
The financial statements for Separate Account VA-1 and American Franklin
appear on the following pages. The financial statements of American Franklin
that are included in this Statement of Additional Information should be
considered only as bearing on the ability of American Franklin to meet its
obligations under the Contracts.
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INDEX TO
FINANCIAL STATEMENTS
PAGE NO.
--------
I. SEPARATE ACCOUNT VA-1 FINANCIAL STATEMENTS
Report of Independent Auditors. . . . . . . . . . . . . . . . F-2
Audited financial statements:
Statement of Net Assets, December 31, 1997. . . . . . . . . F-3 - F-5
Statement of Operations for the period from February 28,
1997 (date of inception) to December 31, 1997 . . . . . . . F-6 - F-8
Statement of Changes in Net Assets for the period from
February 28, 1997 (date of inception) to December 31, 1997. F-9 - F-11
Notes to Financial Statements . . . . . . . . . . . . . . . F-12 - F-16
II. AMERICAN FRANKLIN FINANCIAL STATEMENTS
Report of Independent Auditors. . . . . . . . . . . . . . . . F-17
Audited Financial Statements:
Statement of Operations for the years ended December 31,
1997 and 1996, the eleven months ended December 31, 1995,
and the one month ended January 31, 1995. . . . . . . . . . . F-18
Balance Sheet, December 31, 1997 and 1996 . . . . . . . . . . F-19 - F-20
Statement of Shareholder's Equity for the years ended
December 31, 1997 and 1996, the eleven months ended
December 31, 1995, and the one month ended January 31, 1995 . F-21
Statement of Cash Flows for the years ended December 31,
1997 and 1996, the eleven months ended December 31, 1995,
and the one month ended January 31, 1995. . . . . . . . . . . F-22
Notes to Financial Statements . . . . . . . . . . . . . . . . F-23 - F-39
F-1
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Board of Directors
The American Franklin Life Insurance Company
Contractowners of Separate Account VA-1
We have audited the accompanying statement of net assets of Separate
Account VA-1 (comprising, respectively, the Money Market, Equity-Income,
Growth, Overseas, High Income, Investment Grade Bond, Asset Manager, Index
500, Contrafund, MFS Emerging Growth, MFS Research, MFS Growth With Income,
MFS Total Return, MFS Utilities and MFS Value Divisions) as of December 31,
1997, and the related statement of operations and the statement of changes
in net assets for the period from February 28, 1997 (date of inception) to
December 31, 1997. These financial statements are the responsibility of
Separate Account VA-1 management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1997 by correspondence with the custodian. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of each of the respective
Divisions constituting Separate Account VA-1 at December 31, 1997, and the
results of their operations and changes in net assets for the period from
February 28, 1997 (date of inception) to December 31, 1997 in conformity
with generally accepted accounting principles.
/s/ Ernst & Young LLP
Chicago, Illinois
February 20, 1998
F-2
<PAGE>
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT VA-1
STATEMENT OF NET ASSETS
DECEMBER 31, 1997
<TABLE>
<CAPTION>
MONEY EQUITY- HIGH
MARKET INCOME GROWTH OVERSEAS INCOME
ASSETS DIVISION DIVISION DIVISION DIVISION DIVISION
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investments in
Variable Insurance
Products Fund,
Variable Insurance
Products Fund II,
and MFS Variable
Insurance Trust,
at fair value:
(Cost: See below) $2,133,962 $5,659,925 $4,269,066 $1,074,712 $1,096,627
Due from General
Account 82 217 164 41 210
----------------------------------------------------------------------
NET ASSETS $2,134,044 $5,660,142 $4,269,230 $1,074,753 $1,096,837
----------------------------------------------------------------------
----------------------------------------------------------------------
Unit value, at
December 31, 1997 $ 5.14 $ 5.99 $ 5.65 $ 5.54 $ 5.89
----------------------------------------------------------------------
----------------------------------------------------------------------
Units outstanding,
at December 31, 1997 415,509 945,566 755,694 193,892 186,285
----------------------------------------------------------------------
----------------------------------------------------------------------
Cost of Investments $2,133,962 $5,478,282 $4,277,002 $1,122,347 $1,053,833
----------------------------------------------------------------------
----------------------------------------------------------------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
F-3
<PAGE>
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT VA-1
STATEMENT OF NET ASSETS (CONTINUED)
DECEMBER 31, 1997
<TABLE>
<CAPTION>
MFS
INVESTMENT ASSET INDEX CONTRA- EMERGING
GRADE BOND MANAGER 500 FUND GROWTH
ASSETS DIVISION DIVISION DIVISION DIVISION DIVISION
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investments in
Variable Insurance
Products Fund,
Variable Insurance
Products Fund II,
and MFS Variable
Insurance Trust,
at fair value:
(Cost: See below) $ 383,004 $1,321,207 $4,225,206 $2,256,117 $2,107,512
Due from General
Account - 51 162 97 81
----------------------------------------------------------------------
NET ASSETS $ 383,004 $1,321,258 $4,225,368 $2,256,214 $2,107,593
----------------------------------------------------------------------
----------------------------------------------------------------------
Unit value, at
December 31, 1997 $ 5.32 $ 5.78 $ 6.21 $ 5.83 $ 5.50
----------------------------------------------------------------------
----------------------------------------------------------------------
Units outstanding,
at December 31, 1997 71,989 228,526 680,587 433,486 383,222
----------------------------------------------------------------------
----------------------------------------------------------------------
Cost of Investments $ 372,346 $1,282,351 $4,078,473 $2,513,713 $2,107,891
----------------------------------------------------------------------
----------------------------------------------------------------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
F-4
<PAGE>
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT VA-1
STATEMENT OF NET ASSETS (CONTINUED)
DECEMBER 31, 1997
<TABLE>
<CAPTION>
MFS
MFS GROWTH
RESEARCH WITH INCOME MFS TOTAL MFS UTILITIES MFS VALUE
ASSETS DIVISION DIVISION DIVISION RETURN DIVISION DIVISION
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investments in
Variable Insurance
Products Fund,
Variable Insurance
Products Fund II,
and MFS Variable
Insurance Trust,
at fair value:
(Cost: See below) $4,381,889 $1,390,357 $3,589,532 $ 912,126 $ 604,579
Due from General
Account 168 53 138 121 23
----------------------------------------------------------------------
NET ASSETS $4,382,057 $1,390,410 $3,589,670 $ 912,247 $ 604,602
----------------------------------------------------------------------
----------------------------------------------------------------------
Unit value, at
December 31, 1997 $ 5.61 $ 6.09 $ 5.73 $ 6.01 $ 5.99
----------------------------------------------------------------------
----------------------------------------------------------------------
Units outstanding,
at December 31,
1997 780,716 228,416 626,024 151,829 100,943
----------------------------------------------------------------------
----------------------------------------------------------------------
Cost of Investments $4,368,742 $1,380,585 $3,457,832 $ 841,575 $ 669,836
----------------------------------------------------------------------
----------------------------------------------------------------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
F-5
<PAGE>
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT VA-1
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM FEBRUARY 28, 1997 (DATE OF INCEPTION) TO DECEMBER 31, 1997
<TABLE>
<CAPTION>
MONEY EQUITY- HIGH
MARKET INCOME GROWTH OVERSEAS INCOME
DIVISION DIVISION DIVISION DIVISION DIVISION
-----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET INVESTMENT INCOME (EXPENSE)
Income
Dividends from Variable Insurance Products Fund,
Variable Insurance Products Fund II, and
MFS Variable Insurance Trust $45,919 $ - $ - $ - $ -
Expenses
Mortality and expense risk charge 11,983 21,790 14,200 5,551 4,705
-----------------------------------------------------------------------
Net investment income (expense) 33,936 (21,790) (14,200) (5,551) (4,705)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain - 7,054 19,623 4,079 1,744
Net unrealized appreciation (depreciation)
Beginning of period - - - - -
End of period - 181,643 (7,936) (47,635) 42,794
-----------------------------------------------------------------------
Net change in unrealized appreciation (depreciation)
during the period - 181,643 (7,936) (47,635) 42,794
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments - 188,697 11,687 (43,556) 44,538
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Net increase (decrease) in net assets resulting from
operations $33,936 $166,907 $(2,513) $(49,107) $ 39,833
-----------------------------------------------------------------------
-----------------------------------------------------------------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
F-6
<PAGE>
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT VA-1
STATEMENT OF OPERATIONS (CONTINUED)
FOR THE PERIOD FROM FEBRUARY 28, 1997 (DATE OF INCEPTION) TO DECEMBER 31, 1997
<TABLE>
<CAPTION>
MFS
INVESTMENT ASSET INDEX CONTRA- EMERGING
GRADE BOND MANAGER 500 FUND GROWTH
DIVISION DIVISION DIVISION DIVISION DIVISION
-----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET INVESTMENT INCOME (EXPENSE)
Income
Dividends from Variable Insurance Products Fund,
Variable Insurance Products Fund II, and
MFS Variable Insurance Trust $ - $ - $ - $ - $ -
Expenses
Mortality and expense risk charge 1,400 5,278 16,370 9,586 11,724
-----------------------------------------------------------------------
Net investment income (expense) (1,400) (5,278) (16,370) (9,586) (11,724)
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain 146 4,336 14,060 14,623 21,859
Net unrealized appreciation (depreciation)
Beginning of period - - - - -
End of period 10,658 38,856 146,733 12,404 (379)
-----------------------------------------------------------------------
Net change in unrealized appreciation (depreciation)
during the period 10,658 38,856 146,733 12,404 (379)
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments 10,804 43,192 160,793 27,027 21,480
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Net increase (decrease) in net assets resulting from
operations $ 9,404 $ 37,914 $144,423 $17,441 $ 9,756
-----------------------------------------------------------------------
-----------------------------------------------------------------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
F-7
<PAGE>
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT VA-1
STATEMENT OF OPERATIONS (CONTINUED)
FOR THE PERIOD FROM FEBRUARY 28, 1997 (DATE OF INCEPTION) TO DECEMBER 31, 1997
<TABLE>
<CAPTION>
MFS
MFS GROWTH
RESEARCH WITH INCOME MFS TOTAL MFS UTILITIES MFS VALUE
DIVISION DIVISION RETURN DIVISION DIVISION DIVISION
-----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET INVESTMENT INCOME (EXPENSE)
Income
Dividends from Variable Insurance Products Fund,
Variable Insurance Products Fund II, and
MFS Variable Insurance Trust $ - $ 32,555 $ - $ - $ 80,356
Expenses
Mortality and expense risk charge 20,141 5,139 13,566 3,183 3,074
-----------------------------------------------------------------------
Net investment income (expense) (20,141) 27,416 (13,566) (3,183) 77,282
NET REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS
Net realized gain 7,944 9,844 10,482 380 12,630
Net unrealized appreciation (depreciation)
Beginning of period - - - - -
End of period 13,147 9,772 131,700 70,551 (65,257)
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Net change in unrealized appreciation (depreciation)
during the period 13,147 9,772 131,700 70,551 (65,257)
-----------------------------------------------------------------------
Net realized and unrealized gain (loss) on investments 21,091 19,616 142,182 70,931 (52,627)
-----------------------------------------------------------------------
Net increase (decrease) in net assets resulting from
operations $ 950 $ 47,032 $128,616 $ 67,748 $ 24,655
-----------------------------------------------------------------------
-----------------------------------------------------------------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
F-8
<PAGE>
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT VA-1
STATEMENT OF CHANGES IN NET ASSETS
FOR THE PERIOD FROM FEBRUARY 28, 1997 (DATE OF INCEPTION) TO DECEMBER 31, 1997
<TABLE>
<CAPTION>
MONEY EQUITY- HIGH
MARKET INCOME GROWTH OVERSEAS INCOME
CHANGES IN NET ASSETS DIVISION DIVISION DIVISION DIVISION DIVISION
-----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
FROM OPERATIONS:
Net investment income (expense) $ 33,936 $ (21,790) $ (14,200) $ (5,551) $ (4,705)
Net realized gain on investments - 7,054 19,623 4,079 1,744
Net change in unrealized appreciation
(depreciation) on investments - 181,643 (7,936) (47,635) 42,794
-----------------------------------------------------------------------
Net increase (decrease) in net assets from operations 33,936 166,907 (2,513) (49,107) 39,833
FROM CONTRACT RELATED TRANSACTIONS:
Net contract purchase payments 3,051,376 5,425,325 4,237,375 1,070,074 1,058,464
Withdrawals (6,825) (47,105) (25,073) (1,162) (500)
Transfers between Separate Account VA-1's
Divisions, net (944,443) 115,015 59,441 54,948 (960)
-----------------------------------------------------------------------
Net increase in net assets from contract related
transactions 2,100,108 5,493,235 4,271,743 1,123,860 1,057,004
-----------------------------------------------------------------------
Increase in net assets 2,134,044 5,660,142 4,269,230 1,074,753 1,096,837
Net assets, beginning of period - - - - -
-----------------------------------------------------------------------
Net assets, end of period $2,134,044 $5,660,142 $4,269,230 $1,074,753 $1,096,837
-----------------------------------------------------------------------
-----------------------------------------------------------------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
F-9
<PAGE>
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT VA-1
STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)
FOR THE PERIOD FROM FEBRUARY 28, 1997 (DATE OF INCEPTION) TO DECEMBER 31, 1997
<TABLE>
<CAPTION>
MFS
INVESTMENT ASSET INDEX CONTRA- EMERGING
GRADE BOND MANAGER 500 FUND GROWTH
CHANGES IN NET ASSETS DIVISION DIVISION DIVISION DIVISION DIVISION
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
FROM OPERATIONS:
Net investment income (expense) $ (1,400) $ (5,278) $ (16,370) $ (9,586) $ (11,724)
Net realized gain on investments 146 4,336 14,060 14,623 21,859
Net change in unrealized appreciation (depreciation)
on investments 10,658 38,856 146,733 12,404 (379)
----------------------------------------------------------------------
Net increase (decrease) in net assets from operations 9,404 37,914 144,423 17,441 9,756
FROM CONTRACT RELATED TRANSACTIONS:
Net contract purchase payments 357,852 1,306,246 3,951,222 2,432,361 2,064,214
Withdrawals (312) (846) (15,675) (6,995) (6,359)
Transfers between Separate Account VA-1's
Divisions, net 16,060 (22,056) 145,398 83,407 39,982
----------------------------------------------------------------------
Net increase in net assets from contract related
transactions 373,600 1,283,344 4,080,945 2,508,773 2,097,837
----------------------------------------------------------------------
Increase in net assets 383,004 1,321,258 4,225,368 2,526,214 2,107,593
Net assets, beginning of period - - - - -
----------------------------------------------------------------------
Net assets, end of period $ 383,004 $1,321,258 $4,225,368 $2,526,214 $2,107,593
----------------------------------------------------------------------
----------------------------------------------------------------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
F-10
<PAGE>
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT VA-1
STATEMENT OF CHANGES IN NET ASSETS (CONTINUED)
FOR THE PERIOD FROM FEBRUARY 28, 1997 (DATE OF INCEPTION) TO DECEMBER 31, 1997
<TABLE>
<CAPTION>
MFS GROWTH
MFS RESEARCH WITH INCOME MFS TOTAL MFS UTILITIES MFS VALUE
CHANGES IN NET ASSETS DIVISION DIVISION RETURN DIVISION DIVISION DIVISION
-----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
FROM OPERATIONS:
Net investment income (expense) $ (20,141) $ 27,416 $ (13,566) $ (3,183) $ 77,282
Net realized gain on investments 7,944 9,844 10,482 380 12,630
Net change in unrealized appreciation (depreciation)
on investments 13,147 9,772 131,700 70,551 (65,257)
-----------------------------------------------------------------------
Net increase (decrease) in net assets from operations 950 47,032 128,616 67,748 24,655
FROM CONTRACT RELATED TRANSACTIONS:
Net contract purchase payments 4,376,126 1,342,706 3,492,360 844,009 540,032
Withdrawals (16,740) (6,853) (8,529) (726) (957)
Transfers between Separate Account VA-1's
Divisions, net 21,721 7,525 (22,777) 1,216 40,872
-----------------------------------------------------------------------
Net increase in net assets from contract related
transactions 4,381,107 1,343,378 3,461,054 844,499 579,947
-----------------------------------------------------------------------
Increase in net assets 4,382,057 1,390,410 3,589,670 912,247 604,602
Net assets, beginning of period - - - - -
-----------------------------------------------------------------------
Net assets, end of period $ 4,382,057 $ 1,390,410 $ 3,589,670 $ 912,247 $ 604,602
-----------------------------------------------------------------------
-----------------------------------------------------------------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
F-11
<PAGE>
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT VA-1
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
1. NATURE OF OPERATIONS
The American Franklin Life Insurance Company (American Franklin) is a
wholly-owned subsidiary of The Franklin Life Insurance Company. American
Franklin established Separate Account VA-1 (Account) as a unit investment
trust registered under the Investment Company Act of 1940. The Account,
which consists of fifteen investment divisions, was established on May 22,
1996 in conformity with Illinois Insurance Law. The assets in each
division are invested in units of beneficial interest (shares) of a
designated portfolio (Portfolio) of mutual funds, sponsored by Fidelity
Investments (Variable Insurance Products Fund and Variable Insurance
Products Fund II) and MFS Investment Management (MFS Variable Insurance
Trust) (Funds). The Money Market, Equity-Income, Growth, Overseas, and
High Income Divisions of the Account are invested in shares of a
corresponding Portfolio of Variable Insurance Products Fund; the Investment
Grade Bond, Asset Manager, Index 500, and Contrafund Divisions of the
Account are invested in shares of a corresponding Portfolio of Variable
Insurance Products Fund II; and the MFS Emerging Growth, MFS Research, MFS
Growth With Income, MFS Total Return, MFS Utilities, and MFS Value
Divisions of the Account are invested in shares of a corresponding
Portfolio of MFS Variable Insurance Trust. The Account's financial
statements should be read in conjunction with the financial statements of
the Funds. Assets may also be invested in American Franklin's General
Account based on the amounts allocated under the Contracts to American
Franklin's Fixed Account. The Account commenced operations on February 28,
1997. The accumulation unit value for each division was $5 at the
inception of the account.
The Account was established by American Franklin to support the
operations of American Franklin's The Chairman-TM- Combination Fixed and
Variable Annuity Contracts (the Contracts). At December 31, 1997, American
Franklin had obtained the necessary state insurance department approvals
for the sale of the Contracts in 38 states.
Franklin Financial Services Corporation, a wholly-owned subsidiary of
The Franklin Life Insurance Company, acts as the principal underwriter, as
defined in the Investment Company Act of 1940, of the Contracts. The
assets of the Account are the property of American Franklin. The portion
of the Account's assets applicable to the Contracts is not chargeable with
liabilities arising out of any other business American Franklin may
conduct.
F-12
<PAGE>
2. SIGNIFICANT ACCOUNTING POLICIES
The significant accounting policies of the Account are as follows:
Investments in shares of the Funds are carried at fair value. Investments
in shares of the Funds are valued at the net asset values of the respective
Portfolios of the Funds corresponding to the investment divisions of the
Account. Investment transactions are recorded on the trade date.
Dividends are recorded as received. Realized gains and losses on sales of
the Funds' shares are determined based on the specific identification
method.
The operations of the Account are included in the federal income tax return
of American Franklin. Under the provisions of the Contracts, American
Franklin has the right to charge the Account for federal income tax
attributable to the Account. No charge is currently being made against the
Account for such tax since, under current tax law, American Franklin pays
no tax on investment income and capital gains of the Account on assets held
in the Account. However, American Franklin retains the right to charge for
any federal income tax incurred which is attributable to the Account if the
law is changed. Charges for state and local taxes, if any, attributable to
the Account may also be made.
F-13
<PAGE>
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT VA-1
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
3. SALES AND ADMINISTRATIVE CHARGES
Certain jurisdictions require that deductions be made from premium payments
for taxes. The amount of such deductions varies and may be up to 5% of the
premium or purchase payment. Other jurisdictions assess a premium tax at
the point of annuitization. The balance of a purchase payment remaining
after any such deduction is placed by American Franklin in an account
established for each contractowner. Each year American Franklin makes a
charge of $30 against each contractowner's account for administrative
expenses. This annual fee is currently waived if cumulative purchase
payments are at least $75,000. In addition, American Franklin will make
charges for a transfer between investment divisions in any contract year in
which twelve transfers have already been made ($25 for each additional
transfer in a given contract year). American Franklin assumes mortality
and expense risks related to the operations of the Account and deducts a
charge from the assets of the Account at an effective annual rate of 1.40%
of the Account's average daily net asset value to cover these risks and to
offset other administrative expenses not covered by the annual contract
fee. The total charges paid by the Account to American Franklin were
$148,200 for the period from February 28, 1997 (date of inception) to
December 31, 1997.
American Franklin will impose a surrender charge on the amount of each
purchase payment that is withdrawn during the first seven years after it
was received, unless the withdrawal is exempt from the surrender charge.
The maximum surrender charge is 6% of purchase payments withdrawn during
the first two years after they were received; the percentage declines
depending on how many years have passed since the withdrawn purchase
payment was made and is eliminated after the seventh year.
F-14
<PAGE>
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT VA-1
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
4. SUMMARY OF UNIT VALUES AND CHANGES IN OUTSTANDING UNITS
Unit value information and a summary of changes in outstanding units is
shown below:
FOR THE PERIOD FROM FEBRUARY 28, 1997 (DATE OF INCEPTION) TO DECEMBER 31, 1997
<TABLE>
<CAPTION>
MONEY EQUITY- HIGH
MARKET INCOME GROWTH OVERSEAS INCOME
DIVISION DIVISION DIVISION DIVISION DIVISION
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Unit value, beginning of period $5.00 $5.00 $5.00 $5.00 $5.00
---------------------------------------------------------------------
---------------------------------------------------------------------
Unit value, end of period $5.14 $5.99 $5.65 $5.54 $5.89
---------------------------------------------------------------------
---------------------------------------------------------------------
Number of units outstanding,
beginning of period - - - - -
Net contract purchase payments 602,404 934,067 749,740 184,417 186,518
Withdrawals (1,332) (8,001) (4,373) (206) (85)
Transfers between Separate Account
VA-1's Divisions, Net (185,563) 19,500 10,327 9,681 (148)
---------------------------------------------------------------------
Number of units outstanding,
end of period 415,509 945,566 755,694 193,892 186,285
---------------------------------------------------------------------
---------------------------------------------------------------------
MFS
INVESTMENT ASSET INDEX CONTRA- EMERGING
GRADE BOND MANAGER 500 FUND GROWTH
DIVISION DIVISION DIVISION DIVISION DIVISION
---------------------------------------------------------------------
Unit value, beginning of period $5.00 $5.00 $5.00 $5.00 $5.00
---------------------------------------------------------------------
---------------------------------------------------------------------
Unit value, end of period $5.32 $5.78 $6.21 $5.83 $5.50
---------------------------------------------------------------------
---------------------------------------------------------------------
Number of units outstanding,
beginning of period - - - - -
Net contract purchase payments 69,000 233,481 660,464 420,462 377,275
Withdrawals (59) (146) (2,563) (1,189) (1,139)
Transfers between Separate
VA-1's Divisions, Net 3,048 (4,809) 22,686 14,213 7,086
---------------------------------------------------------------------
Number of units outstanding,
end of period 71,989 228,526 680,587 433,486 383,222
</TABLE>
F-15
<PAGE>
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT VA-1
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
4. SUMMARY OF UNIT VALUES AND CHANGES IN OUTSTANDING UNITS
Unit value information and a summary of changes in outstanding units is
shown below:
FOR THE PERIOD FROM FEBRUARY 28, 1997 (DATE OF INCEPTION) TO DECEMBER 31, 1997
<TABLE>
<CAPTION>
MFS MFS GROWTH MFS TOTAL MFS MFS
RESEARCH WITH INCOME RETURN UTILITIES VALUE
DIVISION DIVISION DIVISION DIVISION DIVISION
----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Unit value, beginning of period $5.00 $5.00 $5.00 $5.00 $5.00
----------------------------------------------------------------------
----------------------------------------------------------------------
Unit value, end of period $5.61 $6.09 $5.73 $6.01 $5.99
----------------------------------------------------------------------
----------------------------------------------------------------------
Number of units outstanding,
beginning of period - - - - -
Net contract purchase payments 780,936 229,569 632,529 151,754 94,256
Withdrawals (2,963) (1,141) (1,523) (126) (165)
Transfers between Separate
Account
VA-1 Divisions, Net 2,743 (12) (4,982) 201 6,852
----------------------------------------------------------------------
Number of units outstanding,
end of period 780,716 228,416 626,024 151,829 100,943
----------------------------------------------------------------------
----------------------------------------------------------------------
</TABLE>
5. REMUNERATION OF MANAGEMENT
The Account incurs no liability for remuneration to directors, members of
advisory boards, officers or any other person who might provide a service
for the Account, except as described in Note 3.
F-16
<PAGE>
REPORT OF INDEPENDENT AUDITORS
--------------------------
Board of Directors
and Shareholder
The American Franklin Life Insurance Company
We have audited the accompanying balance sheet of The American Franklin Life
Insurance Company, (the Company), a wholly-owned subsidiary of The Franklin Life
Insurance Company, which is an indirect wholly-owned subsidiary of American
General Corporation, as of December 31, 1997 and 1996, and the related
statements of operations, shareholder's equity and cash flows for the years
ended December 31, 1997 and 1996, the eleven months ended December 31, 1995, and
the one month ended January 31, 1995. 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 in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The American Franklin Life
Insurance Company at December 31, 1997 and 1996 and the results of its
operations and its cash flows for the years ended December 31, 1997 and 1996,
the eleven months ended December 31, 1995, and the one month ended January 31,
1995, in conformity with generally accepted accounting principles.
/s/ Ernst & Young LLP
Chicago, Illinois
February 23, 1998
F-17
<PAGE>
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
STATEMENT OF OPERATIONS
(In thousands)
<TABLE>
<CAPTION>
Predecessor Basis
-----------------
Eleven Months One Month
YEAR ENDED Year Ended Ended Ended
DECEMBER 31 December 31 December 31 January 31
--------------------------------------------------------------
1997 1996 1995 1995
--------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues
Premiums and other considerations $ 17,434 $ 16,346 $ 9,472 $ 676
Net investment income 2,530 2,641 2,129 160
Realized investment gains (losses) 283 90 (6) -
Other income (expense) 1,541 (623) 465 842
--------------------------------------------------------------
Total revenues 21,788 18,454 12,060 1,678
Benefits and expenses
Benefits paid or provided 2,450 2,767 2,597 330
Change in policy reserves 1,224 843 458 1,027
Commissions and allowances 20,096 14,843 9,323 706
Change in deferred policy acquisition
costs and cost of insurance purchased (15,351) (7,866) (4,558) (298)
Taxes, licenses and fees 1,484 1,369 988 96
General insurance expenses 8,151 7,175 4,713 312
--------------------------------------------------------------
Total benefits and expenses 18,054 19,131 13,521 2,173
--------------------------------------------------------------
Income (loss) before income taxes 3,734 (677) (1,461) (495)
Income tax expense (benefit)
Current 715 873 452 34
Deferred 244 (1,104) (961) (217)
--------------------------------------------------------------
Total income tax expense (benefit) 959 (231) (509) (183)
--------------------------------------------------------------
Net income (loss) $ 2,775 $ (446) $ (952) $ (312)
--------------------------------------------------------------
--------------------------------------------------------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
F-18
<PAGE>
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
BALANCE SHEET
(In thousands)
<TABLE>
<CAPTION>
DECEMBER 31
---------------------------------------
ASSETS 1997 1996
---------------------------------------
<S> <C> <C>
Investments
Fixed maturity securities
(amortized cost:
$21,305; $31,359) $ 22,565 $ 32,599
Policy loans 7,050 4,378
---------------------------------------
29,615 36,977
Cash and cash equivalents 6,349 2,408
Accrued investment income 472 672
Amounts recoverable from reinsurers 8,885 6,139
Deferred policy acquisition costs 30,515 13,781
Cost of insurance purchased 10,549 12,212
Insurance premiums in course of
settlement 1,286 238
Other assets 1,328 551
Assets held in Separate Accounts 223,529 119,850
---------------------------------------
Total assets $ 312,528 $ 192,828
---------------------------------------
---------------------------------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
F-19
<PAGE>
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
BALANCE SHEET (CONTINUED)
(In thousands, except share data)
<TABLE>
<CAPTION>
DECEMBER 31
---------------------------------------
LIABILITIES 1997 1996
---------------------------------------
<S> <C> <C>
Insurance liabilities
Policy reserves, contract
claims and other
policyholders' funds $ 13,051 $ 7,390
Universal life contracts 31,289 30,347
Annuity contracts 2,274 -
Unearned revenue 6,801 3,972
Income taxes
Current 380 185
Deferred (2,211) (2,458)
Accrued expenses and other
liabilities 7,767 6,676
Liabilities related to Separate
Accounts 223,529 119,850
---------------------------------------
Total liabilities 282,880 165,962
SHAREHOLDER'S EQUITY
Common stock ($5 par value; 500,000
shares authorized, issued and
outstanding) 2,500 2,500
Paid-in capital 25,373 25,373
Net unrealized gains on securities 398 391
Retained earnings (deficit) 1,377 (1,398)
---------------------------------------
Total shareholder's equity 29,648 26,866
---------------------------------------
Total liabilities and
shareholder's equity $312,528 $192,828
---------------------------------------
---------------------------------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
F-20
<PAGE>
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
STATEMENT OF SHAREHOLDER'S EQUITY
(In thousands)
<TABLE>
<CAPTION>
Predecessor Basis
-----------------
Eleven Months One Month
YEAR ENDED Year Ended Ended Ended
DECEMBER 31 December 31 December 31 January 31
--------------------------------------------------------------
1997 1996 1995 1995
--------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock $ 2,500 $ 2,500 $ 2,500 $ 2,500
--------------------------------------------------------------
Paid-in capital
Balance at beginning of period 25,373 15,373 15,373 12,500
Capital contribution - 10,000 - -
Adjustment for the acquisition - - - 2,873
--------------------------------------------------------------
Balance at end of period 25,373 25,373 15,373 15,373
--------------------------------------------------------------
Net unrealized gains (losses) on
securities
Balance at beginning of period 391 727 - (9)
Change during the period 10 (516) 1,118 (3)
Amounts applicable to deferred federal
income taxes (3) 180 (391) 1
Adjustment for the acquisition - - - 11
--------------------------------------------------------------
Balance at end of period 398 391 727 -
--------------------------------------------------------------
Retained earnings (deficit)
Balance at beginning of period (1,398) (952) - 2,876
Net income (loss) 2,775 (446) (952) (312)
Adjustment for the acquisition - - - (2,564)
--------------------------------------------------------------
Balance at end of period 1,377 (1,398) (952) -
Total shareholder's equity
at end of period $29,648 $26,866 $17,648 $17,873
--------------------------------------------------------------
--------------------------------------------------------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
F-21
<PAGE>
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
STATEMENT OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Predecessor Basis
-----------------
Eleven Months One Month
YEAR ENDED Year Ended Ended Ended
DECEMBER 31 December 31 December 31 January 31
--------------------------------------------------------------
1997 1996 1995 1995
--------------------------------------------------------------
<S> <C> <C> <C> <C>
Operating activities
Net Income (loss) $ 2,775 $ (446) $ (952) $ (312)
Reconciling adjustments to net cash
used for operating activities
Policy reserves, claims and other
policyholders' funds 18,078 12,609 10,786 1,439
Realized investment (gains) losses (283) (90) 6 -
Deferred policy acquisition costs and
cost of insurance purchased (15,351) (7,866) (4,558) (298)
Charges on universal life contracts,
net of interest credited (17,369) (11,602) (8,166) (1,248)
Change in other assets and liabilities (2,939) (2,660) 2,806 (471)
--------------------------------------------------------------
Net cash used for operating activities (15,089) (10,055) (78) (890)
--------------------------------------------------------------
Investing activities
Investment purchases
Available-for-sale (6,900) (32,704) (5,859) (41)
Other (2,766) (2,107) - -
Investment calls, maturities and sales
Available-for-sale 17,699 26,096 4,426 -
Held-to-maturity - - - 12
--------------------------------------------------------------
Net cash provided by (used for)
investing activities 8,033 (8,715) (1,433) (29)
--------------------------------------------------------------
Financing activities
Policyholder account deposits 99,023 43,912 27,956 1,957
Policyholder account withdrawals (88,026) (39,565) (21,750) (1,305)
Proceeds from intercompany borrowings 15,320 4,742 1,425 -
Repayments of intercompany borrowings (15,320) (4,832) (1,335) -
Capital contribution - 10,000 - -
--------------------------------------------------------------
Net cash provided by financing
activities 10,997 14,257 6,296 652
--------------------------------------------------------------
Net increase (decrease) in cash and
cash equivalents 3,941 (4,513) 4,785 (267)
Cash and cash equivalents at beginning
of period 2,408 6,921 2,136 2,403
--------------------------------------------------------------
Cash and cash equivalents at end of period $ 6,349 $ 2,408 $ 6,921 $ 2,136
--------------------------------------------------------------
--------------------------------------------------------------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
F-22
<PAGE>
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
1.1 NATURE OF OPERATIONS
The American Franklin Life Insurance Company (AMFLIC), headquartered in
Springfield, Illinois, sells and services variable universal life, variable
annuity and universal life insurance products to the middle income market,
primarily in the Midwest.
1.2 PREPARATION OF FINANCIAL STATEMENTS
The financial statements have been prepared in accordance with generally
accepted accounting principles (GAAP) and include the accounts of AMFLIC, a
wholly-owned subsidiary of The Franklin Life Insurance Company (FLIC).
The preparation of financial statements requires management to make
estimates and assumptions that affect amounts reported in the financial
statements and disclosures of contingent assets and liabilities. Ultimate
results could differ from those estimates.
1.3 ACQUISITION
On January 31, 1995, AGC Life Insurance Company (AGCL), a subsidiary of
American General Corporation (AGC), acquired FLIC for $1.17 billion. The
purchase price consisted of $920 million cash and a $250 million
extraordinary cash dividend paid by FLIC to its former parent prior to
closing. The portion of the purchase price allocated to AMFLIC was $17.9
million.
The acquisition was accounted for using the purchase method of accounting
in accordance with the provisions of Accounting Principles Board Opinion
16, "Business Combinations", and other existing accounting literature
pertaining to purchase accounting. Under purchase accounting, the total
purchase cost was allocated to the assets and liabilities acquired based on
a determination of their fair value. AMFLIC's balance sheets at
December 31, 1997 and 1996, and its statements of operations, shareholder's
equity and cash flows for the years ended December 31, 1997 and 1996, and
the eleven months ended December 31, 1995, are reported under the purchase
method of accounting and, accordingly, are not consistent with the basis of
presentation of the "Predecessor Basis" statements of operations,
shareholder's equity and cash flows for the one month ended January 31,
1995.
F-23
<PAGE>
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
1.4 INVESTMENTS
FIXED MATURITY SECURITIES. All fixed maturity securities are classified as
available-for-sale and recorded at fair value. After adjusting related
balance sheet accounts as if unrealized gains (losses) had been realized,
the net adjustment is recorded in net unrealized gains (losses) on
securities within shareholder's equity. If the fair value of a security
classified as available-for-sale declines below its cost and this decline
is considered to be other than temporary, the security is reduced to its
fair value, and the reduction is recorded as a realized loss.
POLICY LOANS. Policy loans are reported at unpaid principal balance.
INVESTMENT INCOME. Interest on fixed maturity securities and policy loans
is recorded as income when earned and is adjusted for any amortization of
premium or discount.
REALIZED INVESTMENT GAINS (LOSSES). Realized investment gains (losses) are
recognized using the specific identification method.
1.5 CASH AND CASH EQUIVALENTS
Highly liquid investments with an original maturity of three months or less
are included in cash and cash equivalents. The carrying amount
approximates fair value.
1.6 DEFERRED POLICY ACQUISITION COSTS (DPAC)
Certain costs of writing an insurance policy, including commissions,
underwriting, and marketing expenses, are deferred and reported as DPAC.
DPAC associated with interest-sensitive life insurance contracts and
insurance investment contracts is charged to expense in relation to the
estimated gross profits of those contracts. DPAC associated with all other
insurance contracts is charged to expense over the premium-paying period or
as the premiums are earned over the life of the contract.
DPAC is adjusted for the impact on estimated future gross profits as if net
unrealized gains on securities had been realized at the balance sheet date.
The impact of this adjustment is included in net unrealized gains on
securities within shareholder's equity.
AMFLIC reviews the carrying amount of DPAC on at least an annual basis.
AMFLIC considers estimated future gross profits or future premiums,
expected mortality, interest earned and credited rates, persistency, and
expenses in determining whether the carrying amount is recoverable.
F-24
<PAGE>
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
1.7 COST OF INSURANCE PURCHASED (CIP)
The cost assigned to insurance contracts in force at January 31, 1995 is
reported as CIP. Interest is accreted on the unamortized balance of CIP at
rates of 6% to 8.5%. CIP is charged to expense and adjusted for the impact
of net unrealized gains on securities in the same manner as DPAC. AMFLIC
reviews the carrying amount of CIP on at least an annual basis using the
same methods used to evaluate DPAC.
1.8 SEPARATE ACCOUNTS
Separate Accounts are assets and liabilities associated with certain
contracts for which the investment risk lies solely with the contract
holder. Therefore, AMFLIC's liability for these accounts equals the value
of the account assets. Investment income, realized investment gains
(losses), and policyholder account deposits and withdrawals related to
Separate Accounts are excluded from the statement of operations. Assets
held in Separate Accounts are primarily shares in mutual funds, which are
carried at fair value, based on the quoted net asset value per share.
1.9 INSURANCE AND ANNUITY LIABILITIES
Substantially all of AMFLIC's insurance and annuity liabilities relate to
long-duration contracts. The contracts normally cannot be changed or
canceled by AMFLIC during the contract period.
For interest-sensitive life and insurance investment contracts, reserves
equal the sum of the policy account balance and deferred revenue charges.
Reserves for other contracts are based on estimates of the cost of future
policy benefits. Reserves are determined using the net level premium
method. Interest assumptions used to compute reserves ranged from 3% to 9%
at December 31, 1997.
1.10 PREMIUM RECOGNITION
Most receipts for annuities and interest-sensitive life insurance contracts
are classified as deposits instead of revenues. Revenues for these
contracts consist of mortality, expense, and surrender charges. Policy
charges that are designed to compensate AMFLIC for future services are
deferred and recognized over the period earned, using the same assumptions
used to amortize DPAC. For all other long-duration contracts, premiums are
recognized when due.
F-25
<PAGE>
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
1.11 INCOME TAXES
Deferred tax assets and liabilities are established for temporary
differences between the financial reporting basis and the tax basis of
assets and liabilities, at the enacted tax rates expected to be in effect
when the temporary differences reverse. The effect of a tax rate change is
recognized in income in the period of enactment. State income taxes are
included in income tax expense.
A change in deferred taxes related to fluctuations in fair value of
available-for-sale securities is included in net unrealized gains (losses)
on securities in shareholder's equity.
1.12 RECLASSIFICATIONS
Certain reclassifications have been made to the 1996 and 1995 financial
statements to conform to the 1997 presentation.
1.13 NEW ACCOUNTING STANDARDS NOT YET ADOPTED
In June 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 130, " Reporting
Comprehensive Income," which establishes standards for reporting and
displaying comprehensive income and its components in the financial
statements. Beginning in 1998, AMFLIC must adopt this statement for all
periods presented. Application of this statement will not change
recognition or measurement of net income and, therefore, will not impact
AMFLIC's results of operations or financial position.
F-26
<PAGE>
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
2. Investments
2.1 INVESTMENT INCOME
Investment income was as follows:
<TABLE>
<CAPTION>
Eleven Months One Month
YEAR ENDED Year Ended Ended Ended
DECEMBER 31 December 31 December 31 January 31
-------------------------------------------------------
In thousands 1997 1996 1995 1995
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fixed maturity securities $ 2,291 $ 2,141 $ 2,097 $ 168
Policy loans 264 175 68 8
Other investments 12 369 - -
------------------------------------------------------
Gross investment income 2,567 2,685 2,165 176
Investment expense 37 44 36 16
------------------------------------------------------
Net investment income $ 2,530 $ 2,641 $ 2,129 $ 160
------------------------------------------------------
------------------------------------------------------
</TABLE>
2.2 REALIZED INVESTMENT GAINS (LOSSES)
Realized investment gains (losses) for fixed maturity securities, net of
DPAC and CIP amortization, were as follows:
<TABLE>
<CAPTION>
Eleven Months One Month
YEAR ENDED Year Ended Ended Ended
DECEMBER 31 December 31 December 31 January 31
-------------------------------------------------------
IN THOUSANDS 1997 1996 1995 1995
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fixed maturity securities
Gross gains $ 564 $ 183 $ 153 $ -
Gross losses (10) (10) (171) -
-------------------------------------------------------
Total 554 173 (18) -
-------------------------------------------------------
Other (271) (83) 12 -
Realized investment
gains (losses) $ 283 $ 90 $ (6) $ -
-------------------------------------------------------
-------------------------------------------------------
</TABLE>
Voluntary sales of investments resulted in the following realized gains
(losses):
<TABLE>
<CAPTION>
Realized
In thousands Category Proceeds Gains Losses
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
YEAR ENDED AVAILABLE-FOR-SALE $ 9,992 $ 550 $ 8
DECEMBER 31, 1997
- ------------------------------------------------------------------------------
Year Ended Available-for-sale $12,081 $ 171 $ 10
December 31, 1996
- ------------------------------------------------------------------------------
Eleven Months Ended Available-for-sale $ 1,517 $ - $ 72
December 31, 1995
</TABLE>
F-27
<PAGE>
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
2.3 FIXED MATURITY SECURITIES
VALUATION. Amortized cost and fair value of fixed maturity securities
were as follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1997
---------------------------------------------------------
COST OR GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
In thousands COST GAINS LOSSES VALUE
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Corporate bonds
Investment grade $ 9,172 $ 678 $ 2 $ 9,848
Below investment grade 300 12 - 312
Public utilities 2,622 273 - 2,895
Mortgage-backed 1,897 131 - 2,028
U.S. government 7,111 155 - 7,266
States/political
subdivisions 203 13 - 216
------- ----- ------- -------
Total fixed maturity
securities $21,305 $1,262 $ 2 $22,565
------- ----- ------- -------
------- ----- ------- -------
</TABLE>
<TABLE>
<CAPTION>
December 31, 1996
---------------------------------------------------------
Cost or Gross Gross
Amortized Unrealized Unrealized Fair
In thousands Cost Gains Losses Value
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Corporate bonds
Investment grade $16,860 $786 $ - $17,646
Below investment grade 955 25 - 980
Public utilities 3,326 244 - 3,570
Mortgage-backed 1,877 121 - 1,998
U.S. government 8,137 149 98 8,188
States/political
subdivisions 204 13 - 217
------ ---- --- -------
Total fixed maturity
securities $31,359 $1,338 $98 $32,599
</TABLE>
F-28
<PAGE>
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
2.3 FIXED MATURITY SECURITIES (CONTINUED)
MATURITIES. The contractual maturities of fixed maturity securities at
December 31, 1997 were as follows:
<TABLE>
<CAPTION>
COST OR FAIR
In thousands AMORTIZED COST VALUE
--------------------------------------------------------------------------
<S> <C> <C>
Fixed maturity securities, excluding
mortgage-backed securities, due
In years two through five $ 4,805 $ 5,050
In years six through ten 13,442 14,180
After ten years 1,161 1,307
Mortgage-backed securities 1,897 2,028
Total fixed maturity securities $21,305 $22,565
Actual maturities may differ from contractual maturities since borrowers
may have the right to call or prepay obligations. Corporate requirements
and investment strategies may result in the sale of investments before
maturity.
</TABLE>
F-29
<PAGE>
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
2.4 NET UNREALIZED GAINS ON SECURITIES
Net unrealized gains on fixed maturity securities included in shareholder's
equity at December 31 were as follows:
<TABLE>
<CAPTION>
In thousands 1997 1996
-------------------------------------------------------------
<S> <C> <C>
Gross unrealized gains $ 1,262 $ 1,338
Gross unrealized losses (2) (98)
DPAC fair value adjustment (39) (33)
CIP fair value adjustment (609) (606)
Deferred federal income taxes (214) (210)
------- -------
Net unrealized gains on securities $ 398 $ 391
------- -------
------- -------
</TABLE>
2.5 INVESTMENTS ON DEPOSIT
At December 31, 1997 and 1996, fixed maturity securities carried at
$7,018,000 and $6,878,000, respectively, were on deposit with regulatory
authorities to comply with state insurance laws.
2.6 INVESTMENT RESTRICTIONS
AMFLIC is restricted by the insurance laws of its domiciliary state as to
the amount which it can invest in any entity. At December 31, 1997 and
1996, AMFLIC's largest investment in any one entity other than U.S.
government obligations was $1,000,000.
F-30
<PAGE>
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
3. Fair Value of Financial Instruments
Carrying amounts and fair values for certain of AMFLIC's financial
instruments at December 31 are presented below. Care should be exercised
in drawing conclusions based on fair value, since (1) the fair values
presented do not include the value associated with all of AMFLIC's assets
and liabilities, and (2) the reporting of investments at fair value without
a corresponding revaluation of related policyholder liabilities can be
misinterpreted.
<TABLE>
<CAPTION>
1997 1996
CARRYING FAIR Carrying Fair
In thousands AMOUNT VALUE Amount Value
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets
Fixed maturity securities $22,565 $22,565 $32,599 $32,599
Liabilities
Insurance investment contracts $2,318 $2,193 - -
</TABLE>
The methods and assumptions used to estimate fair value were as follows:
FIXED MATURITY SECURITIES. Fair values of fixed maturity securities were
based on quoted market prices, where available. For investments not
actively traded, fair values were estimated using values obtained from
independent pricing services or, in the case of some private placements, by
discounting expected future cash flows using a current market rate
applicable to yield, credit quality, and the average life of the
investments.
POLICY LOANS. Policy loans have no stated maturity dates and are an
integral part of the related insurance contract. Accordingly, it is not
practicable to estimate a fair value. The weighted average interest rate
charged on policy loan balances during 1997 and 1996 was 7.17%.
INSURANCE INVESTMENT CONTRACTS. Fair value of insurance investment
contracts, which do not subject American Franklin to significant risks
arising from policyholder mortality or morbidity, was estimated using cash
flows discounted at market interest rates. Care should be exercised in
drawing conclusions from the estimated fair value, since the estimates are
based on assumptions regarding future economic activity.
F-31
<PAGE>
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
4. Deferred Policy Acquisition Costs (DPAC)
An analysis of the changes in the DPAC asset is as follows:
<TABLE>
<CAPTION>
Eleven Months One Month
YEAR ENDED Year Ended Ended Ended
DECEMBER 31 December 31 December 31 January 31
-----------------------------------------------------------
In thousands 1997 1996 1995 1995
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Beginning of period balance $ 13,781 $ 4,101 $ - $ 16,540
Capitalization 18,223 9,861 4,328 445
Amortization (1,307) (343) - (147)
Effect of changes in unrealized
gains on securities (6) 195 (228) -
Effect of realized investment
(gains) losses (176) (33) 1 -
Adjustment for the
acquisition (a) - - - (16,838)
-------- ------- ------ --------
End of period balance $ 30,515 $13,781 $4,101 $ -
-------- ------- ------ --------
-------- ------- ------ --------
</TABLE>
(a) Represents the necessary elimination of the historical DPAC asset
required by purchase accounting.
F-32
<PAGE>
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
5. Cost of Insurance Purchased (CIP)
An analysis of the changes in the CIP asset is as follows:
<TABLE>
<CAPTION>
Eleven Months One Month
YEAR ENDED Year Ended Ended Ended
DECEMBER 31 December 31 December 31 January 31
----------------------------------------------------------
In thousands 1997 1996 1995 1995
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Beginning of period balance $ 12,212 $13,621 $14,279 $ -
Interest accretion 1,054 1,400 1,073 -
Additions - - 1,844 -
Amortization (2,619) (3,052) (2,687) -
Effect of changes in unrealized
gains on securities (3) 293 (899) -
Effect of realized investment
(gains) losses (95) (50) 11 -
Adjustment for the acquisition (a) - - - 14,279
------- ------- ------- -------
End of period balance $10,549 $12,212 $13,621 $14,279
------- ------- ------- -------
------- ------- ------- -------
</TABLE>
a) Represents the amount necessary to recognize the new CIP asset
attributable to the January 31, 1995 acquisition.
CIP amortization, net of accretion, expected to be recorded in each of
the next five years is:
<TABLE>
<CAPTION>
AMOUNT
YEAR (000's)
-----------------------------------
<S> <C> <C>
1998 $1,367
1999 1,201
2000 1,054
2001 927
2002 820
</TABLE>
F-33
<PAGE>
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (Continued)
6. Separate Account
AMFLIC administers three Separate Accounts in connection with the issuance
of its Variable Universal Life and Variable Annuity products.
7. Income Taxes
AMFLIC is subject to the life insurance company provisions of the federal
tax law and is part of a life/life consolidated return which also includes
FLIC.
The method of allocation of tax expense is subject to a written agreement.
Allocation is based upon separate return calculations with current credit
for net losses and tax credits. Consolidated alternative minimum tax,
excise tax or surtax, if any, is allocated separately. The tax liability
of AMFLIC under this agreement shall not exceed the amount AMFLIC would
have paid if it had filed on a separate return basis. Intercompany tax
balances are to be settled no later than thirty (30) days after the date of
filing the consolidated return.
7.1 DEFERRED TAXES
Components of deferred tax liabilities and assets at December 31, were as
follows:
<TABLE>
<CAPTION>
In thousands 1997 1996
--------------------------------------------------------
<S> <C> <C>
Deferred tax liabilities,
applicable to:
Basis differential of
investments $ 341 $ 292
DPAC and CIP 9,213 5,483
Other 1,220 949
Total deferred tax -------------------------
liabilities 10,774 6,724
Deferred tax assets,
applicable to:
Policy reserves (12,438) (8,329)
Other (547) (853)
Total deferred tax -------------------------
assets (12,985) (9,182)
-------------------------
Net deferred tax assets $ (2,211) $(2,458)
-------------------------
-------------------------
</TABLE>
AMFLIC expects adequate future taxable income to realize the net deferred
tax assets. Accordingly, no valuation allowance is considered necessary.
F-34
<PAGE>
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
7.2 TAX EXPENSE
A reconciliation between the federal income tax rate and the effective
income tax rate follows:
<TABLE>
<CAPTION>
Eleven Months One Month
YEAR ENDED Year Ended Ended Ended
DECEMBER 31 December 31 December 31 January 31
----------------------------------------------------------
1997 1996 1995 1995
----------------------------------------------------------
<S> <C> <C> <C> <C>
Federal income tax rate 35.0 % 35.0 % 35.0 % 35.0 %
State taxes, net - (0.3) (0.4) 0.4
Invested asset items (5.4) 0.1 0.2 -
Other (3.9) (0.7) - 1.6
Effective tax rate 25.7 % 34.1 % 34.8 % 37.0 %
</TABLE>
7.3 TAXES PAID
Federal income taxes paid during the years ended December 31, 1997 and
1996, and the eleven months ended December 31, 1995 were $519,000,
$228,000, and $1,031,000, respectively. State income taxes paid during the
year ended December 31, 1997, and the eleven months ended December 31, 1995
were $1,000 for each period. No state income taxes were paid during the
year ended December 31, 1996. There were no federal or state income taxes
paid during January 1995.
F-35
<PAGE>
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
8. Statutory Accounting
State insurance laws and regulations prescribe accounting practices for
calculating statutory net income and equity. In addition, state regulators
may permit statutory accounting practices that differ from prescribed
practices. No significant permitted practices are used to prepare AMFLIC's
statutory financial statements.
At December 31, 1997 and 1996, AMFLIC had statutory stockholder's equity of
$17,727,000, and $18,055,000, respectively. AMFLIC's statutory net loss
was $648,000, $1,949,000, and $4,704,000 for the years ended December 31,
1997, 1996 and 1995, respectively.
Generally, AMFLIC is restricted by the insurance laws of its domiciliary
state as to amounts that can be transferred in the form of dividends, loans
or advances without the approval of the Illinois Insurance Department.
Under these restrictions, during 1998 no dividends may be paid out and,
loans and advances in excess of $4,432,000 may not be transferred without
the approval of the Illinois Insurance Department.
F-36
<PAGE>
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
9. Statement of Cash Flows
In addition to the cash activities shown in the statement of cash flows,
the following transactions, occurred:
<TABLE>
<CAPTION>
Eleven Months One Month
YEAR ENDED Year Ended Ended Ended
DECEMBER 31 December 31 December 31 January 31
------------------------------------------------------------
In thousands 1997 1996 1995 1995
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interest added to universal
life contracts and other
deposit funds $ 1,279 $ 1,267 $ 1,126 $ 111
-----------------------------------------------------------
-----------------------------------------------------------
</TABLE>
10. Related Party Transactions
AMFLIC has no full-time employees or office facilities. General and
administrative expenses are allocated to AMFLIC from FLIC, based upon hours
worked by administrative personnel. Allocated expenses for the years ended
December 31, 1997 and 1996, the eleven months ended December 31, 1995, and
the one month ended January 31, 1995 amounted to approximately $5,104,000,
$3,868,000, $3,277,000, and $204,000, respectively.
AMFLIC participates in a program of short-term borrowing with AGC to
maintain its long-term investment commitments. AMFLIC borrowed $15,320,000
and $4,742,000 and repaid $15,320,000 and $4,832,000 (relating to 1996 and
1995 borrowings) in 1997 and 1996, respectively. Interest was paid on the
outstanding balance based on the rate as stipulated in the program.
11. Reinsurance
AMFLIC is routinely involved in reinsurance transactions. Ceded
reinsurance becomes a liability of the reinsurer that assumes the risk. If
the reinsurer could not meet its obligations, AMFLIC would reassume the
liability. The likelihood of a material reinsurance liability being
reassumed by AMFLIC is considered to be remote. AMFLIC diversifies the
risk of exposure to reinsurance loss by using a number of life reinsurers,
including FLIC, that have strong claims-paying ability ratings. The
maximum retention on one life for individual life insurance is $100,000.
Effective January 1, 1997, AMFLIC entered into a modified coinsurance
agreement with FLIC covering the variable universal life product.
Amounts paid or deemed to have been paid in connection with ceded
reinsurance contracts are recorded as reinsurance receivables. The cost of
reinsurance related to long-duration contracts is recognized over the life
of the underlying reinsured policies using assumptions consistent with
those used to account for the underlying policies.
F-37
<PAGE>
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
11. Reinsurance (continued)
Under the provisions of an assumed reinsurance agreement, AMFLIC recognized
the following:
<TABLE>
<CAPTION>
Eleven Months One Month
YEAR ENDED Year Ended Ended Ended
DECEMBER 31 December 31 December 31 January 31
----------------------------------------------------------
In thousands 1997 1996 1995 1995
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Premiums and other
considerations $ 1,169 $ 1,433 $ 361 $ 43
Other income 810 1,196 972 8
Benefits 1,329 1,810 1,166 145
Commission expense (59) (9) 54 6
Premium taxes - (6) 6 6
</TABLE>
Under the provisions of a modified coinsurance agreement covering the
Variable Universal Life product, AMFLIC ceded the following:
<TABLE>
<CAPTION>
Eleven Months One Month
YEAR ENDED Year Ended Ended Ended
DECEMBER 31 December 31 December 31 January 31
-------------------------------------------------------------
In thousands 1997 1996 1995 1995
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Premiums and other
considerations $ 5,226 $ 4,014 $ 2,648 $ 125
Expense allowances 4,965 4,394 2,463 186
Other 60 (561) 579 (6)
</TABLE>
AMFLIC also carries reinsurance for policy risks that exceed its
retention limit of $100,000. AMFLIC ceded the following amounts:
<TABLE>
<CAPTION>
Eleven Months One Month
YEAR ENDED Year Ended Ended Ended
DECEMBER 31 December 31 December 31 January 31
----------------------------------------------------------
In thousands 1997 1996 1995 1995
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Premiums and other
considerations $ 7,994 $ 5,909 $ 4,129 $ 258
Change in policy
reserves 7,804 5,924 4,155 3,347
</TABLE>
F-38
<PAGE>
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
12. State Guaranty Associations
State guaranty fund expense included in operating costs and expenses was
$25,000, $31,000, $37,000, and $18,000 for the years ended December 31, 1997
and 1996, the eleven months ended December 31, 1995, and the one month ended
January 31, 1995, respectively. These amounts are assessed by state life and
health insurance guaranty funds to recoup past industry insolvencies. These
assessments are expected to be partially recovered through credits against
the payment of future premium taxes.
There was no liability accrued at December 31, 1997, or in 1996 as these
amounts were determined to be immaterial.
F-39
<PAGE>
PART C
OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
PART A: None
PART B:
(1) Financial Statements of Separate Account VA-1:
Report of Independent Auditors
Audited Financial Statements:
Statement of Net Assets, December 31, 1997
Statement of Operations for the period from February 28, 1997
(date of inception) to December 31, 1997
Statement of Changes in Net Assets for the period from February
28, 1997 (date of inception) to December 31, 1997
Notes to Financial Statements
(2) Financial Statements of The American Franklin Life Insurance Company:
Report of Independent Auditors
Audited Financial Statements:
Statement of Operations for the years ended December 31,
1997 and 1996, the eleven months ended December 31, 1995,
and the one month ended January 31, 1995
Balance Sheet, December 31, 1997 and 1996
Statement of Shareholder's Equity for the years ended
December 31, 1997 and 1996, the eleven months ended
December 31, 1995, and the one month ended January 31, 1995
Statement of Cash Flows for the years ended December 31,
1997 and 1996, the eleven months ended December 31, 1995,
and the one month ended January 31, 1995
Notes to Financial Statements
C-1
<PAGE>
PART C: None
(b) Exhibits
1 Certified resolutions regarding organization of Separate Account
VA-1 of The American Franklin Life Insurance Company (the
"Separate Account").*
2 Not applicable. The American Franklin Life Insurance Company
("American Franklin") maintains custody of all assets.
3(a) Sales Agreement between Franklin Financial Services Corporation
("Franklin Financial") and the Separate Account, dated as of
July 30, 1996.*
3(b) Specimen Registered Representative Agreement between Franklin
Financial and registered representatives of Franklin Financial
distributing the Contracts.*
3(c) Schedule of Sales Commissions.*
3(d) Agreement between American Franklin and Franklin Financial, dated
July 30, regarding supervision of agents.*
4(a)(1) Specimen form of Combination Fixed and Variable Annuity Contract
(Form No. T1575).**
4(a)(2) Specimen form of Combination Fixed and Variable Annuity Contract
(Form No. T1575Z) ("unisex" version).**
4(b)(1) Specimen form of Terminal Illness Waiver of Surrender Charges
Rider.**
4(b)(2) Specimen form of Long Term Care Waiver of Surrender Charges
Rider.**
4(c) Specimen form of Qualified Contract Endorsement.*
4(d) Specimen form of Individual Retirement Annuity Endorsement.**
4(e) Specimen form of Section 457 Contract Endorsement.*
4(f) Specimen form of Section 403(b) Annuity Contract Endorsement.**
5(a) Specimen form of Application for Contract Form Nos. T1575 and
T1575Z.**
6(a) Certificate of Incorporation of American Franklin is hereby
incorporated herein by reference to Exhibit 1-A (6)(a) to
Post-Effective Amendment No. 2 to the Registration Statement on
Form S-6 (Reg. No. 33-77470) of
C-2
<PAGE>
Separate Account VUL-2 of The American Franklin Life Insurance
Company, filed April 30, 1996.
6(b) By-Laws of American Franklin are hereby incorporated herein by
reference to Exhibit 1-A (6)(b) to Post-Effective Amendment No. 3
to the Registration Statement on Form S-6 (Reg. No. 33-77470) of
Separate Account VUL-2 of The American Franklin Life Insurance
Company, filed February 28, 1997.
7 Not applicable.
8(a)(1) Participation Agreement among American Franklin, Variable
Insurance Products Fund ("VIP") and Fidelity Distributors
Corporation ("FDC"), dated July 18, 1991, is hereby incorporated
herein by reference to Exhibit 1-A (8)(a)(1) to the Registration
Statement on Form S-6 (Reg. No. 33-41838) of Separate Account
VUL-2 of The American Franklin Life Insurance Company, filed
July 24, 1991.
8(a)(2) Amendment No. 1 dated November 1, 1991 to Participation Agreement
among American Franklin, VIP and FDC.*
8(a)(3) Amendment No. 2 dated January 18, 1995 to Participation Agreement
among American Franklin, VIP and FDC.*
8(a)(4) Amendment No. 3 dated July 1, 1996 to Participation Agreement
among American Franklin, VIP and FDC.*
8(a)(5) Form of Amendment No. 4 dated November, 1996 to Participation
Agreement among American Franklin, VIP and FDC.**
8(b)(1) Participation Agreement among American Franklin, Variable
Insurance Products Fund II ("VIP II") and FDC, dated July 18,
1991, is hereby incorporated herein by reference to Exhibit 1-A
(8)(a)(2) to the Registration Statement on Form S-6 (Reg. No.
33-41838) of Separate Account VUL-2 of The American Franklin Life
Insurance Company, filed July 24, 1991.
8(b)(2) Amendment No. 1 dated November 1, 1991 to Participation Agreement
among American Franklin, VIP II and FDC.*
8(b)(3) Amendment No. 2 dated January 18, 1995 to Participation Agreement
among American Franklin, VIP II and FDC.*
8(b)(4) Amendment No. 3 dated July 1, 1996 to Participation Agreement
among American Franklin, VIP II and FDC.*
8(b)(5) Form of Amendment No. 4 dated November, 1996 to Participation
Agreement among American Franklin, VIP II and FDC.**
C-3
<PAGE>
8(c) Sub-License Agreement between FDC and American Franklin, dated
July 18, 1991, is hereby incorporated herein by reference to
Exhibit 1-A(8)(a)(3) to the Registration Statement on Form S-6
(Reg. No. 33-41838) of Separate Account VUL-2 of The American
Franklin Life Insurance Company, filed July 24, 1991.
8(d)(1) Participation Agreement among MFS Variable Insurance Trust,
American Franklin and Massachusetts Financial Services Company
("MFS"), dated July 30, 1996.*
8(d)(2) Indemnification Agreement between American Franklin and MFS dated
July 30, 1996.*
8(d)(3) Form of Amendment No. 1 dated November, 1996 to Participation
Agreement among MFS Variable Insurance Trust, American Franklin
and MFS.(*)
8(d)(4) Form of Amendment No. 2 dated November, 1997 to Participation
Agreement among MFS Variable Insurance Trust, American Franklin
and MFS.
9 Opinion and consent of Elizabeth E. Arthur, Esq., Assistant
Secretary of American Franklin.*
10(a) List of Consents.
10(b) Consent of Ernst & Young LLP.
10(c) Consent of Sutherland, Asbill & Brennan LLP.
11 Not applicable.
12 Not applicable.
13 Not applicable.
14 Not applicable.
15 Power of Attorney with respect to the Registration Statement.
27 Not applicable.
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
The directors, executive officers, and, to the extent responsible for variable
annuity operations, other officers of the depositor are listed below.
- ----------------------------------------------------------------------------
(*)Incorporated herein by reference to similarly designated exhibit to Form
N-4 of Separate Account VA-1 of The American Franklin Life Insurance Company,
filed on August 20, 1996 (Reg. No. 333-10489)
(**)Incorporated herein by reference to similarly designated exhibit to Form
N-4 of Separate Account VA-1 of The American Franklin Life Insurance Company,
filed November 26, 1996 (Reg. No. 333-10489).
C-4
<PAGE>
<TABLE>
<CAPTION>
(1) (2)
Name and Principal Business Positions and Offices with Depositor
Address
--------------------------- ------------------------------------
<S> <C>
B. Shelby Baetz Secretary
2929 Allen Parkway
Houston, Texas 77019
Wayne A. Barnard Vice President
2727-A Allen Parkway
Houston, Texas 77019
Earl W. Baucom Director, Senior Vice President,
Chief Financial Officer and
Treasurer
Robert M. Beuerlein Director, Executive Vice President
and Actuary
Brady W. Creel Director, Senior Vice President
and Chief Marketing Officer
James S. D'Agostino, Jr Director and Vice Chairman
2929 Allen Parkway
Houston, Texas 77019
Barbara Fossum Senior Vice President
Ross D. Friend Senior Vice President, General
Counsel and Assistant Secretary
Robert F. Herbert, Jr. Vice President
2727-A Allen Parkway
Houston, Texas 77019
Simon J. Leech Vice President and Administrative
2727-A Allen Parkway Officer
Houston, Texas 77019
Rodney O. Martin, Jr. Director and Senior Chairman
2929 Allen Parkway
Houston, Texas 77019
Thomas K. McCracken Director - Special Markets
Mark R. McGuire Vice President and Administrative
Officer
C-5
<PAGE>
Jon P. Newton Director and Vice Chairman
2929 Allen Parkway
Houston, Texas 77019
Gary D. Reddick Director and Vice Chairman
Richard W. Scott Vice President and Chief Investment
2929 Allen Parkway Officer
Houston, Texas 77019
William A. Simpson President and Chairman
T. Clayton Spires Director, Corporate Tax
Timothy W. Still Vice President and Administrative
2727-A Allen Parkway Officer
Houston, Texas 77019
J. Alan Vala Director - Agency Secretary
Christian D. Weiss Controller
Diane S. Workman Director - Administration
</TABLE>
Unless otherwise indicated, the principal business address of each of the above
individuals is in care of The American Franklin Life Insurance Company, #1
Franklin Square, Springfield, Illinois 62713.
ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT
There is no person controlled by or under common control with Registrant.
American Franklin is an indirect wholly-owned subsidiary of American
General Corporation ("American General").
SUBSIDIARIES OF AMERICAN GENERAL CORPORATION
The following is a list of American General Corporation's subsidiaries(1,2,3,4)
as of December 31, 1997. All subsidiaries listed are corporations, unless
otherwise indicated. Subsidiaries of subsidiaries are indicated by indentations
and unless otherwise indicated, all subsidiaries are wholly owned. Inactive
subsidiaries are denoted by an asterisk (*).
<TABLE>
<CAPTION>
Name Jurisdiction
- ---- of
Incorporation Insurer
------------- -------
<S> <C> <C>
AGC Life Insurance Company(5) Missouri Yes
American General Life and Accident Insurance Tennessee Yes
Company(6)
C-6
<PAGE>
<CAPTION>
Name Jurisdiction
- ---- of
Incorporation Insurer
------------- -------
<S> <C> <C>
American General Exchange, Inc. Tennessee No
Independent Fire Insurance Company Florida Yes
American General Property Insurance Company Florida Yes
of Florida
Old Faithful General Agency, Inc. Texas No
Independent Life Insurance Company Georgia Yes
American General Life Insurance Company(7) Texas Yes
American General Annuity Service Corporation Texas No
American General Life Insurance Company of New York Yes
New York
The Winchester Agency Ltd. New York No
The Variable Annuity Life Insurance Company Texas Yes
The Variable Annuity Marketing Company Texas No
VALIC Investment Services Company Texas No
VALIC Retirement Services Company Texas No
VALIC Trust Company Texas No
Astro Acquisition Corp. Delaware No
The Franklin Life Insurance Company Illinois Yes
The American Franklin Life Insurance Company Illinois Yes
Franklin Financial Services Corporation Delaware No
HBC Development Corporation Virginia No
Allen Property Company Delaware No
Florida Westchase Corporation Delaware No
Hunter's Creek Communications Corporation Florida No
Westchase Development Corporation Delaware No
American General Capital Services, Inc. Delaware No
American General Corporation* Delaware No
American General Delaware Management Corporation(1) Delaware No
American General Finance, Inc. Indiana No
AGF Investment Corp. Indiana No
American General Auto Finance, Inc. Delaware No
C-7
<PAGE>
<CAPTION>
Name Jurisdiction
- ---- of
Incorporation Insurer
------------- -------
<S> <C> <C>
American General Finance Corporation(8) Indiana No
American General Finance Group, Inc. Delaware No
American General Financial Services, Inc.(9) Delaware No
The National Life and Accident Insurance Texas Yes
Company
Merit Life Insurance Co. Indiana Yes
Yosemite Insurance Company California Yes
American General Finance, Inc. Alabama No
American General Financial Center Utah No
American General Financial Center, Inc.* Indiana No
American General Financial Center, Incorporated* Indiana No
American General Financial Center Thrift Company* California No
Thrift, Incorporated* Indiana No
American General Independent Producer Division Co. Delaware No
American General Investment Advisory Services, Inc.* Texas No
American General Investment Holding Corporation(10) Delaware No
American General Investment Management Corporation(10) Delaware No
American General Realty Advisors, Inc. Delaware No
American General Realty Investment Corporation Texas No
American General Mortgage Company Delaware No
GDI Holding, Inc.*(11) California No
Ontario Vineyard Corporation Delaware No
Pebble Creek Country Club Corporation Florida No
Pebble Creek Service Corporation Florida No
SR/HP/CM Corporation Texas No
American General Property Insurance Company Tennessee Yes
Bayou Property Company Delaware No
AGLL Corporation(12) Delaware No
American General Land Holding Company Delaware No
C-8
<PAGE>
<CAPTION>
Name Jurisdiction
- ---- of
Incorporation Insurer
------------- -------
<S> <C> <C>
AG Land Associates, LLC(12) California No
Hunter's Creek Realty, Inc.* Florida No
Summit Realty Company, Inc. So. Carolina No
Florida GL Corporation Delaware No
GPC Property Company Delaware No
Cinco Ranch East Development, Inc. Delaware No
Cinco Ranch West Development, Inc. Delaware No
Hickory Downs Development, Inc. Delaware No
Lake Houston Development, Inc. Delaware No
South Padre Development, Inc. Delaware No
Green Hills Corporation Delaware No
Knickerbocker Corporation Texas No
American Athletic Club, Inc. Texas No
Pavilions Corporation Delaware No
USLIFE Corporation New York No
All American Life Insurance Company Illinois Yes
1149 Investment Corp. Delaware No
American General Life Insurance Company of Pennsylvania Yes
Pennsylvania
New D Corporation* Iowa No
The Old Line Life Insurance Company of America Wisconsin Yes
The United States Life Insurance Company in the New York Yes
City of New York
USLIFE Advisers, Inc. New York No
USLIFE Agency Services, Inc. Illinois No
USLIFE Credit Life Insurance Company Illinois Yes
USLIFE Credit Life Insurance Company Arizona Yes
of Arizona
USLIFE Indemnity Company Nebraska Yes
USLIFE Financial Corporation of Delaware* Delaware No
Midwest Holding Corporation Delaware No
C-9
<PAGE>
<CAPTION>
Name Jurisdiction
- ---- of
Incorporation Insurer
------------- -------
<S> <C> <C>
I.C. Cal* Nebraska No
Midwest Property Management Co. Nebraska No
USLIFE Financial Institution Marketing California No
Group, Inc.
USLIFE Insurance Services Corporation Texas No
USLIFE Realty Corporation Texas No
405 Leasehold Operating Corporation New York No
405 Properties Corporation* New York No
USLIFE Real Estate Services Corporation Texas No
USLIFE Realty Corporation of Florida Florida No
USLIFE Systems Corporation Delaware No
</TABLE>
American General Finance Foundation, Inc. is not included on this list. It is a
non-profit corporation.
NOTES
(1) The following limited liability companies were formed in the State of
Delaware on March 28, 1995. The limited liability interests of each are
jointly owned by AGC and AGDMC and the business and affairs of each are
managed by AGDMC:
American General Capital, L.L.C.
American General Delaware, L.L.C.
(2) On November 26, 1996, American General Institutional Capital A ("AG Cap
Trust A"), a Delaware business trust, was created. On March 10, 1997,
American General Institutional Capital B ("AG Cap Trust B"), also a
Delaware business trust, was created. Both AG Cap Trust A's and AG Cap
Trust B's business and affairs are conducted through their trustees:
Bankers Trust Company and Bankers Trust (Delaware). Capital securities of
each are held by non-affiliated third party investors and common securities
of AG Cap Trust A and AG Cap Trust B are held by AGC.
(3) On November 14, 1997, American General Capital I, American General Capital
II, American General Capital III, and American General Capital IV
(collectively, the "Trusts"), all Delaware business trusts, were created.
Each of the Trusts' business and affairs are conducted through its
trustees: Bankers Trust (Delaware) and James L. Gleaves (not in his
individual capacity but solely as Trustee).
(4) On July 10, 1997, the following insurance subsidiaries of AGC became the
direct owners of the parenthetically indicated percentages of membership
units of SBIL B, L.L.C. ("SBIL B"), a U.S. limited liability company: VALIC
(22.6%), FL (8.1%), AGLA (4.8%) and AGL (4.8%).
Through its aggregate 40.3% interest in SBIL B, VALIC, FL, AGLA and AGL
indirectly own approximately 28% of the securities of SBI, an English
company, and 14% of the securities of ESBL, an English company, SBP, an
English company, and SBFL, a Cayman Islands company. These interests are
held for investment purposes only.
C-10
<PAGE>
(5) On December 23, 1994, AGCL purchased approximately 40% of the shares of
common stock of Western National Corporation ("WNC"), Western National Life
Insurance Company's ("WNL") indirect intermediate parent. Therefore, WNL
became approximately 40% indirectly controlled by AGC. On September 30,
1996, AGC purchased 7,254,464 shares of WNC's Series A Participating
Convertible Preferred Stock (the "Convertible Preferred Stock"). On
November 30, 1996, AGC contributed the Convertible Preferred Stock to AGCL.
On May 14, 1997, WNC's shareholders approved the conversion of 7,254,464
shares of WNC's Series A Participating Convertible Preferred Stock held by
AGCL into an equal number of WNC common stock. Thus, at present, the
percentage of WNC common stock owned directly by AGCL (and indirectly by
AGC) is 46.2%. WNC, a Delaware corporation, owns the following companies:
WNL Holding Corporation
Western National Life Insurance Company (TX)
Independent Advantage Financial & Insurance Services, Inc.
WNL Investment Advisory Services, Inc.
Conseco Annuity Guarantee Corp.
WNL Brokerage Services, Inc.
WNL Insurance Services, Inc.
However, AGCL (1) holds the direct interest in WNC (and the indirect
interests in WNC's subsidiaries) for investment purposes; (2) does not
direct the operations of WNC or WNL; (3) has no representatives on the
Board of Directors of WNC; and (4) is restricted, pursuant to a
Shareholder's Agreement between WNC and AGCL, in its right to vote its
shares against the slate of directors proposed by WNC's Board of Directors.
Accordingly, although WNC and its subsidiaries technically are members of
the American General insurance holding company system under insurance
holding company laws, AGCL does not direct the operations of WNC or its
subsidiaries.
(6) AGLA owns approximately 11% of Whirlpool Financial Corp. ("Whirlpool") on
a fully diluted basis. The total investment of AGLA in Whirlpool
represents approximately 3% of the voting power of the capital stock of
Whirlpool, but approximately 11% of the Whirlpool stock which has voting
rights. The interests in Whirlpool (which is a corporations that is not
associated with AGC) are held for investment purposes only.
(7) AGL owns 100% of the common stock of American General Securities
Incorporated ("AGSI"), a full-service NASD broker-dealer. AGSI, in turn,
owns 100% of the stock of the following insurance agencies:
American General Insurance Agency, Inc. (Missouri)
American General Insurance Agency of Hawaii, Inc. (Hawaii)
American General Insurance Agency of Massachusetts, Inc.
(Massachusetts)
In addition, the following agencies are indirectly related to AGSI, but not
owned or controlled by AGSI:
American General Insurance Agency of Ohio, Inc. (Ohio)
American General Insurance Agency of Texas, Inc. (Texas)
American General Insurance Agency of Oklahoma, Inc. (Oklahoma)
Insurance Masters Agency, Inc. (Texas)
AGSI and the foregoing agencies are not affiliates or subsidiaries of AGL
under applicable holding company laws, but they are part of the AGC group
of companies under other laws.
(8) American General Finance Corporation is the parent of an additional 48
wholly owned subsidiaries incorporated in 30 states and Puerto Rico for the
purpose of conducting its consumer finance operations, including those
noted in footnote 7 below.
(9) American General Financial Services, Inc. is the parent of an additional 7
wholly owned subsidiaries incorporated in 4 states and Puerto Rico for the
purpose of conducting its consumer finance operations.
C-11
<PAGE>
(10) American General Investment Management, L.P. is jointly owned by AGIHC and
AGIMC. AGIHC holds a 99% limited partnership interest, and AGIMC owns a 1%
general partnership interest.
(11) AGRI owns only a 75% interest in GDI Holding, Inc.
(12) AG Land Associates, LLC is jointly owned by AGLH and AGLL. AGLH holds a
98.75% managing interest and AGLL owns a 1.25% managing interest.
ITEM 27. NUMBER OF CONTRACT OWNERS
As of March 26, 1998, there were 1,232 owners of Contracts of the class
covered by this registration statement (523 Qualified Contracts and 709
Non-Qualified Contracts).
ITEM 28. INDEMNIFICATION
American Franklin's By-Laws provide, in Article X, as follows:
"Section 1. The Company shall indemnify and hold harmless each person
who shall serve at any time hereafter as a director, officer or
employee of the Company, or who shall serve any other company or
organization in any capacity at the request of the Company, from and
against any and all claims and liabilities to which such person shall
become subject by reason of having heretofore or hereafter been a
director, officer, or employee of the Company, or by reason of any
action alleged to have been heretofore or hereafter taken or omitted
by such person as a director, officer or employee, and shall reimburse
each such person for all legal and other expenses reasonably incurred
in connection with any such claim or liability; provided, however,
that no such person shall be indemnified against, or be reimbursed,
for, any expense incurred in connection with any claim or liability
arising out of such person's own wilful misconduct."
Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
C-12
<PAGE>
ITEM 29. PRINCIPAL UNDERWRITERS
(a) Registrant's principal underwriter, Franklin Financial Services
Corporation, also acts as principal underwriter for Franklin Life Variable
Annuity Fund A, Franklin Life Variable Annuity Fund B, Franklin Life Money
Market Variable Annuity Fund C, which offer interests in variable
annuities, and Separate Account VUL and Separate Account VUL-2 of The
American Franklin Life Insurance Company, which offer interests in flexible
premium variable life insurance policies.
(b) The directors and principal officers of the principal underwriter are:
(1) (2)
Name Positions and Offices
---- with Underwriter
---------------------
Earl W. Baucom Director and Treasurer
Robert M. Beuerlein Senior Vice President
Tony M. Carter Vice President
Ross D. Friend Director, Vice President and
Secretary
Karen Kunz Chief Financial Officer
and Director of Compliance
and Administration
Deanna Osmonson Vice President and Assistant
Secretary
Gary D. Osmonson Director and President
Gary D. Reddick Director and Vice Chairman
William A. Simpson Chairman of the Board
Dan E. Trudan Vice President and Assistant
Secretary
The principal business address of each individual except Tony M. Carter is c/o
Franklin Financial Services Corporation, #1 Franklin Square, Springfield,
Illinois 62713. The principal business address of Tony M. Carter is 2900
Greenbrier Drive, Springfield, Illinois 62704.
(c) Not Applicable.
C-13
<PAGE>
ITEM 30. LOCATION OF RECORDS
All records referenced under Section 31(a) of the 1940 Act, and Rules 31a-1
through 31a-3 thereunder, are maintained and in the custody of The American
Franklin Life Insurance Company at its principal executive office located at #1
Franklin Square, Springfield, Illinois 62713 or at American Franklin's
Administrative Office located at 2727-A Allen Parkway 3-50, Houston, Texas
77019-2191.
ITEM 31. MANAGEMENT SERVICES
All management services agreements relating to Separate Account VA-1 and
the Contracts are described in the Prospectus or Statement of Additional
Information forming a part of this Registration Statement.
ITEM 32. UNDERTAKINGS AND REPRESENTATIONS
The Registrant undertakes:
(a) to file a post-effective amendment 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 Contracts may be accepted;
(b) to include either (1) as part of any application to purchase a Contract
offered by the Prospectus constituting part of this Registration Statement, a
space that an applicant can check to request a Statement of Additional
Information, or (2) a toll-free number or a post card or similar written
communication affixed to or included in the Prospectus that the applicant can
remove to send for a Statement of Additional Information;
(c) to deliver any Statement of Additional Information and any financial
statements required to be made available under Form N-4 promptly upon written or
oral request;
(d) that the Registrant is relying upon the "no-action" letter of the
Securities and Exchange Commission dated November 28, 1988 in response to the
American Council of Life Insurance with respect to restrictions on withdrawal of
amounts from Contracts used in connection with annuity purchase plans meeting
the requirements of Internal Revenue Code Section 403(b), which amounts are
attributable to contributions made on or after January 1, 1989 pursuant to a
salary reduction agreement or to income earned on or after January 1, 1989 with
respect to contributions made pursuant to a salary reduction agreement and that
the Registrant will comply with the requirement of numbered paragraphs (1)
through (4) of such "no-action" letter;
(e) that the Registrant is relying upon Rule 6c-7 under the 1940 Act with
respect to the offer and sale of Contracts to participants in the Texas Optional
Retirement Program and that the Registrant will comply with the provisions of
paragraphs (a) - (d) of Rule 6c - 7.
(f) The American Franklin Life Insurance Company represents that the fees
and charges deducted under the Contracts, in the aggregate, are reasonable in
relation to the services rendered, the expenses expected to be incurred, and the
risks assumed by The American Franklin Life Insurance Company in connection with
the Contracts.
C-14
<PAGE>
SIGNATURES
As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant, Separate Account VA-1 of The American Franklin Life
Insurance Company, certifies that it meets the requirements of 1933 Act Rule
485(b) for effectiveness of this Registration Statement and has duly caused this
Post-Effective Amendment No. 2 to the Registration Statement to be signed on its
behalf, in the City of Springfield, and State of Illinois on this 28th day of
April, 1998.
SEPARATE ACCOUNT VA-1 OF THE AMERICAN
FRANKLIN LIFE INSURANCE COMPANY
By: THE AMERICAN FRANKLIN LIFE
INSURANCE COMPANY, Depositor
[SEAL] By: /s/ William A. Simpson
-------------------------------
William A. Simpson
President
Attest:
/s/ Elizabeth E. Arthur
- -----------------------------------
Elizabeth E. Arthur
Assistant Secretary
THE AMERICAN FRANKLIN LIFE INSURANCE
COMPANY
[SEAL] By: /s/ William A. Simpson
-------------------------------
William A. Simpson
President
Attest:
/s/ Elizabeth E. Arthur
- -----------------------------------
Elizabeth E. Arthur
Assistant Secretary
C-15
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, this Post-Effective Amendment
No. 2 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Earl W. Baucom* Director, Senior Vice President, April 28, 1998
- ----------------------- Chief Financial Officer and Treasurer
Earl W. Baucom (principal financial officer and
principal accounting officer)
/s/ Robert M. Beuerlein* Director April 28, 1998
- -----------------------
Robert M. Beuerlein
/s/ Brady W. Creel* Director April 28, 1998
- -----------------------
Brady W. Creel
Director _______, 1998
- -----------------------
James S. D'Agostino, Jr.
Director _______, 1998
- -----------------------
Rodney O. Martin, Jr.
Director _______, 1998
- -----------------------
Jon P. Newton
/s/ Gary D. Reddick* Director April 28, 1998
- -----------------------
Gary D. Reddick
/s/ William A. Simpson Director and President (principal April 28, 1998
- ----------------------- executive officer)
William A. Simpson
/s/ Elizabeth E. Arthur
- -----------------------
*By Elizabeth E. Arthur, Attorney-in-Fact
C-16
<PAGE>
EXHIBIT INDEX
1 Certified resolutions regarding organization of Separate Account
VA-1 of The American Franklin Life Insurance Company (the "Separate
Account").*
2 Not applicable. The American Franklin Life Insurance
Company ("American Franklin") maintains custody of all assets.
3(a) Sales Agreement between Franklin Financial Services
Corporation ("Franklin Financial") and the Separate Account, dated
as of July 30, 1996.*
3(b) Specimen Registered Representative Agreement between
Franklin Financial and registered representatives of Franklin
Financial distributing the Contracts.*
3(c) Schedule of Sales Commissions.*
3(d) Agreement between American Franklin and Franklin Financial,
dated July 30 regarding supervision of agents.*
4(a)(1) Specimen form of Combination Fixed and Variable Annuity
Contract (Form No. T1575).**
4(a)(2) Specimen form of Combination Fixed and Variable Annuity
Contract (Form No. T1575Z) ("unisex" version)**.
4(b)(1) Specimen form of Terminal Illness Waiver of Surrender
Charges Rider.**
4(b)(2) Specimen form of Long Term Care Waiver of Surrender
Charges Rider.**
4(c) Specimen form of Qualified Contract Endorsement.*
4(d) Specimen form of Individual Retirement Annuity Endorsement.**
4(e) Specimen form of Section 457 Contract Endorsement.*
4(f) Specimen form of Section 403(b) Annuity Contract Endorsement.**
5(a) Specimen form of Application for Contract Form Nos. T1575
and T1575Z.**
6(a) Certificate of Incorporation of American Franklin is
hereby incorporated herein by reference to Exhibit 1-A (6)(a) to
Post-Effective Amendment No. 3 to the Registration Statement on
Form S-6 (Reg. No. 33-77470) of
<PAGE>
Separate Account VUL-2 of The American Franklin Life Insurance
Company, filed February 28, 1997.
6(b) By-Laws of American Franklin are hereby incorporated herein
by reference to Exhibit 1-A (6)(b) to Post-Effective Amendment No.
3 to the Registration Statement on Form S-6 (Reg. No. 33-77470) of
Separate Account VUL-2 of The American Franklin Life
Insurance Company, filed February 28, 1997.
7 Not applicable.
8(a)(1) Participation Agreement among American Franklin, Variable
Insurance Products Fund ("VIP") and Fidelity Distributors
Corporation ("FDC"), dated July 18, 1991, is hereby incorporated
herein by reference to Exhibit 1-A (8)(a)(1) to the Registration
Statement on Form S-6 (Reg. No. 33-41838) of Separate Account VUL-2
of The American Franklin Life Insurance Company, filed July 24,
1991.
8(a)(2) Amendment No. 1 dated November 1, 1991 to Participation
Agreement among American Franklin, VIP and FDC.*
8(a)(3) Amendment No. 2 dated January 18, 1995 to Participation
Agreement among American Franklin, VIP and FDC.*
8(a)(4) Amendment No. 3 dated July 1, 1996 to Participation Agreement among
American Franklin, VIP and FDC.*
8(a)(5) Form of Amendment No. 4 dated November, 1996 to
Participation Agreement among American Franklin, VIP and FDC.**
8(b)(1) Participation Agreement among American Franklin, Variable Insurance
Products Fund II ("VIP II") and FDC, dated July 18, 1991, is hereby
incorporated herein by reference to Exhibit 1-A (8)(a)(2) to the
Registration Statement on Form S-6 (Reg. No. 33-41838) of
Separate Account VUL-2 of The American Franklin Life Insurance
Company, filed July 24, 1991.
8(b)(2) Amendment No. 1 dated November 1, 1991 to Participation
Agreement among American Franklin, VIP II and FDC.*
8(b)(3) Amendment No. 2 dated January 18, 1995 to Participation
Agreement among American Franklin, VIP II and FDC.*
8(b)(4) Amendment No. 3 dated July 1, 1996 to Participation Agreement among
American Franklin VIP II and FDC.*
<PAGE>
8(b)(5) Form of Amendment No. 4 dated November, 1996 to
Participation Agreement among American Franklin, VIP II and FDC.**
8(c) Sub-License Agreement between FDC and American Franklin,
dated July 18, 1991, is hereby incorporated herein by reference to
Exhibit 1-A(8)(a)(3) to the Registration Statement on Form S-6
(Reg. No. 33-41838) of Separate Account VUL-2 of The American
Franklin Life Insurance Company, filed July 24, 1991.
8(d)(1) Participation Agreement among MFS Variable Insurance
Trust, American Franklin and Massachusetts Financial Services
Company ("MFS"), dated July 30, 1996.
8(d)(2) Indemnification Agreement between American Franklin and MFS
dated July 30, 1996.*
8(d)(3) Form of Amendment No. 1 dated November, 1996 to
Participation Agreement among MFS Variable Insurance Trust,
American Franklin and MFS.*
8(d)(4) Form of Amendment No. 2 dated November, 1997 to
Participation Agreement among MFS Variable Insurance Trust,
American Franklin and MFS.
9 Opinion and consent of Elizabeth E. Arthur, Esq.,
Assistant Secretary of American Franklin.*
10(a) List of Consents.
10(b) Consent of Ernst & Young LLP.
10(c) Consent of Sutherland, Asbill & Brennan LLP.
11 Not applicable.
12 Not applicable.
13 Not applicable.
14 Not applicable.
15 Power of Attorney with respect to the Registration Statement.
27 Not applicable.
- ------------------------
* Incorporated herein by reference to similarly designated exhibit to
Form N-4 of Separate Account VA-1 of The American Franklin Life Insurance
Company, filed August 20, 1996.
** Incorporated herein by reference to similarly designated exhibit to
Form N-4 of Separate Account VA-1 of The American Franklin Life Insurance
Company, filed November 26, 1996 (Reg. No. 333-10489).
<PAGE>
EXHIBIT 8(d)(4)
AMENDMENT NO. 2 TO PARTICIPATION AGREEMENT
AMONG
MFS VARIABLE INSURANCE TRUST,
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
AND
MASSACHUSETTS FINANCIAL SERVICES COMPANY
Amendment No. 2, dated as of November __, 1997, by and among THE AMERICAN
FRANKLIN LIFE INSURANCE COMPANY (the "Company"), MFS VARIABLE INSURANCE TRUST
(the "Trust") and MASSACHUSETTS FINANCIAL SERVICES COMPANY ("MFS") to the
Participation Agreement, dated as of July 30, 1996, as amended by Amendment No.
1, dated as of November 21, 1996, by and among the Company, the Trust, and MFS
(the "Agreement"),
WHEREAS, the parties to the Agreement wish to amend the Agreement to revise
Schedule A to reflect new products offered by the Company and to change the
amount of administrative service fees paid by MFS to the Company:
NOW, THEREFORE, the parties do hereby agree to amend the Agreement as
follows:
1. Section 5.4 of the Agreement is hereby amended by substituting "0.20%"
for "0.15%" in the third line of such Section, such change to take effect on
April 30, 1998.
2. Schedule A of the Agreement is amended as attached hereto.
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto have executed this Amendment
No. 2 as of the date first above written.
THE AMERICAN FRANKLIN LIFE INSURANCE COMPANY
By its authorized officer,
By /s/ William A. Simpson
----------------------------
William A. Simpson
Title: President
MFS VARIABLE INSURANCE TRUST, ON BEHALF OF THE PORTFOLIOS
By its authorized officer and not individually,
By /s/ A. Keith Brodkin
---------------------------------
A. Keith Brodkin
Chairman
MASSACHUSETTS FINANCIAL SERVICES COMPANY
By its authorized officer,
By /s/ Arnold D. Scott
----------------------------
Arnold D. Scott
Senior Executive Vice President
<PAGE>
As of ___________
SCHEDULE A
ACCOUNTS, POLICIES AND PORTFOLIOS
SUBJECT TO THE PARTICIPATION AGREEMENT
NAME OF SEPARATE
ACCOUNT AND DATE
ESTABLISHED BY BOARD OF POLICIES FUNDED PORTFOLIOS
DIRECTORS BY SEPARATE ACCOUNT APPLICABLE TO POLICIES
- --------------------------------------------------------------------------------
Separate Account VA-1 The Chairman combination Emerging Growth Series
May 22, 1996 Fixed and Variable Annuity Research Series
Contracts Growth with Income Series
Total Return Series
Utilities Series
Value Series
Separate Account VUL-2, EquiBuilder II Flexible Emerging Growth Series
April 9, 1991 Premium Research Series
Variable Life Insurance Growth with Income Series
Policies
EquiBuilder III Flexible Total Return Series
Premium Utilities Series
Variable Life Insurance Value Series
Policies
<PAGE>
Exhibit 10(a)
LIST OF CONSENTS PURSUANT TO RULE 483(C)
Consent of Ernst & Young LLP, independent auditors, appears as Exhibit
10(b) hereto.
Consent of Sutherland, Asbill & Brennan LLP appears as Exhibit 10(c)
hereto.
<PAGE>
Exhibit 10(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts"
and to the use of our report dated February 20, 1998, with respect to the
financial statements of Separate Account VA-1 of The American Franklin Life
Insurance Company and our report dated February 23, 1998, with respect to
the financial statements of The American Franklin Life Insurance Company,
in this Post-Effective Amendment No. 2 to the Registration Statement on
Form N-4 (No. 333-10489) under the Securities Act of 1933 and Registration
Statement (No. 811-7781) under the Investment Company Act of 1940 and
related Prospectus and Statement of Additional Information of Separate
Account VA-1 of The American Franklin Life Insurance Company.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Chicago, Illinois
April 28, 1998
<PAGE>
Exhibit 10(c)
CONSENT OF COUNSEL
We consent to the reference to our firm under the caption "Legal Matters" in the
Prospectus constituting a part of this Post-Effective Amendment No. 2 to the
Registration Statement on Form N-4 under the Securities Act of 1933 and the
Investment Company Act of 1940. In giving this consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933.
/s/ Sutherland, Asbill & Brennan LLP
SUTHERLAND, ASBILL & BRENNAN LLP
Washington, D.C.
April 28, 1998
<PAGE>
Exhibit 15
POWER OF ATTORNEY
The undersigned, acting in the capacity or capacities stated opposite their
respective names below, hereby constitute and appoint ROSS D. FRIEND and
ELIZABETH E. ARTHUR, and each of them, singularly, attorneys-in-fact of the
undersigned with full power to each of them to sign for and in the name of the
undersigned in the capacities indicated below (a) Post-Effective Amendment No. 2
to the Registration Statement under the Securities Act of 1933, as amended (the
"1933 Act"), and Amendment No. 3 to the Registration Statement under the
Investment Company Act of 1940, as amended (the "1940 Act"), on Form N-4 (1933
Act File No. 333-10489 and 1940 Act File No. 811-7781) of Separate Account VA-1
of The American Franklin Life Insurance Company and of The American Franklin
Life Insurance Company, as depositor, and (b) any and all amendments (including
any further Amendments and Post-Effective Amendments) thereto, and to give any
certification which may be required in connection therewith pursuant to Rule 485
under the 1933 Act.
Signature Title Date
--------- ----- ----
/s/ Earl W. Baucom
-------------------------
Earl W. Baucom Senior Vice President, Chief January 13, 1998
Financial Officer, Treasurer
(principal financial officer
and principal accounting
officer) and Director
/s/ Robert M. Beuerlein
-------------------------
Robert M. Beuerlein Director January 14, 1998
/s/ Brady W. Creel
-------------------------
Brady W. Creel Director January 14, 1998
-------------------------
James S. D'Agostino Director ________, 1998
/s/ Ross D. Friend
-------------------------
Ross D. Friend Senior Vice President, General January 19, 1998
Counsel and Assistant
Secretary
-------------------------
Rodney O. Martin, Jr. Director ________, 1998
<PAGE>
Signature Title Date
--------- ----- ----
-------------------------
Jon P. Newton Director ________, 1998
/s/ Gary D. Reddick
-------------------------
Gary D. Reddick Director January 23, 1998
/s/ William A. Simpson
-------------------------
William A. Simpson Director and President January 19, 1998
(principal executive officer)
