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PLATINUM INVESTOR /(SM)/ SURVIVOR
LAST SURVIVOR FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE POLICY (THE "POLICY")
ISSUED BY
AMERICAN GENERAL LIFE INSURANCE COMPANY ("AGL")
HOME OFFICE:
(Express Delivery) (US Mail)
2727-A Allen Parkway Variable Universal Life
Houston, Texas 77019-2191 Administration
PHONE: 1-888-325-9315 P.O. Box 4880
or 1-713-831-3443 Houston, Texas 77210-4880
FAX: 1-877-445-3098
This booklet is called a "prospectus."
Investment options. The AGL declared fixed interest account is the fixed
investment option for these Policies. You may also use AGL's Separate Account
VL-R ("Separate Account") to invest in the following variable investment options
and change your selections from time to time:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
AIM VARIABLE INSURANCE AMERICAN GENERAL SERIES DREYFUS VARIABLE MFS VARIABLE INSURANCE
FUNDS, INC. PORTFOLIO COMPANY INVESTMENT FUND TRUST
.AIM V.I. International .International Equities .Quality Bond .MFS Emerging Growth
Equity Fund Fund Portfolio Series
.AIM V.I. Value Fund .MidCap Index Fund .Small Cap Portfolio
.Money Market Fund
.Stock Index Fund
The Variable Annuity Life The Dreyfus Massachusetts Financial
A I M Advisors, Inc.* Insurance Company* Corporation* Services Company*
- --------------------------------------------------------------------------------------------------------------
MORGAN STANLEY DEAN PUTNAM VARIABLE TRUST SAFECO RESOURCE VAN KAMPEN LIFE
WITTER UNIVERSAL FUNDS, .Putnam VT Diversified SERIES TRUST INVESTMENT TRUST
INC. Income Fund .Equity Portfolio .Strategic Stock Portfolio
.Equity Growth Portfolio/1/ .Putnam VT Growth .Growth Portfolio
.High Yield Portfolio/2/ and Income Fund
.Putnam VT International
Growth and Income Fund
/1/Morgan Stanley Dean
Witter Investment
Management Inc.* SAFECO Asset
/2/Miller Anderson & Putnam Investment Management Van Kampen Asset
Sherrerd, LLP* Management, Inc.* Company* Management Inc.*
- --------------------------------------------------------------------------------------------------------------
</TABLE>
*The Investment Adviser of the investment option
SEPARATE PROSPECTUSES CONTAIN MORE INFORMATION ABOUT THE MUTUAL FUNDS ("FUNDS"
OR "MUTUAL FUNDS") IN WHICH WE INVEST THE ACCUMULATION VALUE THAT YOU ALLOCATE
TO ANY OF THE ABOVE-LISTED INVESTMENT OPTIONS. THE FORMAL NAME OF EACH SUCH FUND
IS SET FORTH IN THE CHART THAT APPEARS ABOVE. YOUR INVESTMENT RESULTS IN ANY
SUCH OPTION WILL DEPEND ON THOSE OF THE RELATED FUND. YOU SHOULD ALSO READ THE
PROSPECTUS OF THE MUTUAL FUND FOR ANY SUCH INVESTMENT OPTION IN WHICH YOU MAY BE
INTERESTED. YOU CAN REQUEST FREE COPIES OF ANY OR ALL OF THE MUTUAL FUND
PROSPECTUSES FROM YOUR AGL REPRESENTATIVE OR FROM US AT OUR HOME OFFICE LISTED
ABOVE.
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Other choices you have. During the insured persons' lifetimes, you may, within
limits, (1) request an increase or decrease in the amount of insurance, (2)
borrow or withdraw amounts you have invested, (3) choose when and how much you
invest, (4) choose whether your accumulation value under your Policy, upon the
last surviving insured person's death, will be added to the insurance proceeds
we otherwise will pay to the beneficiary, and (5) add or delete certain other
optional benefits that we make available by rider to your Policy. At the time
of purchase, you can decide whether your policy will be subject to certain tax
rules that maximize the cash value or rules that maximize the insurance
coverage.
Charges and expenses. We deduct charges and expenses from the amounts you
invest. These are described beginning on page 6.
Right to return. If for any reason you are not satisfied with your Policy, you
may return it to us and we will refund you the greater of (i) any premium
payments received by us or (ii) your accumulation value plus any charges that
have been deducted. To exercise your right to return your Policy, you must mail
it directly to the Home Office address shown on the first page of this
prospectus or return it to the AGL representative through whom you purchased the
Policy within 10 days after you receive it. In a few states, this period may be
longer. Because you have this right, we will invest your initial net premium
payment in the money market investment option from the date your investment
performance begins until the first business day that is at least 15 days later.
Then we will automatically allocate your investment among the above-listed
investment options as you have chosen. Any additional premium we receive during
the 15-day period will also be invested in the money market investment option
and allocated to the investment options at the same time as your initial net
premium.
We have designed this prospectus to provide you with information that you
should have before investing in the Policies. It also contains information that
will be helpful to you in exercising the various options you have once you own a
Policy. Please read this prospectus carefully and keep it for future reference.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION ("SEC") NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED
UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE. THE POLICIES ARE NOT AVAILABLE IN ALL STATES.
THE POLICIES ARE NOT INSURED BY THE FDIC OR ANY OTHER AGENCY. THEY ARE NOT
DEPOSITS OR OTHER OBLIGATIONS OF ANY BANK AND ARE NOT BANK GUARANTEED. THEY ARE
SUBJECT TO INVESTMENT RISKS AND POSSIBLE LOSS OF PRINCIPAL INVESTED.
THIS PROSPECTUS IS DATED FEBRUARY 10, 2000
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GUIDE TO THIS PROSPECTUS
This prospectus contains information that you should know before you purchase
a Platinum Investor/(SM)/ Survivor variable life policy ("Policy") or exercise
any of your rights or privileges under a Policy. The Policy is based on the
lives of two persons. We call each person a contingent insured. We pay the
death benefit proceeds upon the death of the last surviving contingent insured.
Basic Information. Here are the page numbers in this prospectus where you may
find answers to most of your questions:
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<CAPTION>
PAGE TO SEE IN
THIS PROSPECTUS
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BASIC QUESTIONS YOU MAY HAVE
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. How can I invest money in a Policy?.................................. 4
. How will the value of my investment in a Policy change over time?.... 5
. What charges will AGL deduct from my investment in a Policy?......... 6
. What charges and expenses will the Mutual Funds deduct from
amounts I invest through my Policy?................................ 8
. What is the amount of insurance ("death benefit")
that AGL pays when the last surviving contingent insured dies?..... 11
. What is joint equal age?............................................. 13
. Must I invest any minimum amount in a Policy?........................ 13
. How can I change my Policy's investment options?..................... 15
. How can I change my Policy's insurance coverage?..................... 15
. What additional rider benefits might I select?....................... 16
. What is my Policy's exchange option?................................. 18
. How can I access my investment in a Policy?.......................... 18
. Can I choose the form in which AGL pays
out proceeds from my Policy?....................................... 20
. To what extent can AGL vary the terms and conditions of the Policy
in particular cases?............................................... 21
. How will my Policy be treated for income tax purposes?............... 22
. How do I communicate with AGL?....................................... 22
</TABLE>
Illustrations of a hypothetical Policy. Starting on page 24, we have included
some examples of how the values of a sample Policy would change over time, based
on certain assumptions we have made. Because your circumstances may vary
considerably from our assumptions, your AGL representative will also provide you
with a similar sample illustration that is more tailored to your own
circumstances and wishes.
Additional information. You may find the answers to any other questions you
have under "Additional Information" beginning on page 28 or in the form of our
Policy. A table of contents for the "Additional Information" portion of this
prospectus also appears on page 28. You can obtain copies of our form of Policy
from (and direct any other questions to) your AGL representative or our Home
Office (shown on the first page of this prospectus).
Financial statements. We have included certain financial statements of AGL.
These begin on page Q-1.
Special words and phrases. The Index of Words and Phrases that appears at the
back of this prospectus will tell you on what page you can read more information
about many of the words and phrases that we use.
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BASIC QUESTIONS YOU MAY HAVE
HOW CAN I INVEST MONEY IN A POLICY?
Premium payments. We call the payments you make in a Policy "premiums" or
"premium payments." The amount we require as your initial premium varies
depending on the specifics of your Policy and the contingent insureds. We can
refuse to accept a subsequent premium payment that is less than $25. Otherwise,
with a few exceptions mentioned below, you can make premium payments at any time
and in any amount. Upon receipt, we will allocate your premium payments (except
your initial premium) to the available investment options you have chosen.
Limits on premium payments. Federal tax law may limit the amount of premium
payments you can make (relative to the amount of your Policy's insurance
coverage) and may impose penalties on amounts you take out of your Policy if you
do not observe certain additional requirements. These tax law requirements and
a discussion of modified endowment contracts are summarized further under "How
will my Policy be treated for income tax purposes?" beginning on page 22 and
"Tax Effects" beginning on page 29. We will monitor your premium payments,
however, to be sure that you do not exceed permitted amounts or inadvertently
incur any tax penalties. The tax law limits can change as a result of changes
you make to your Policy. For example, a reduction in the specified amount of
your Policy can reduce the amount of premiums you can pay.
Also, in certain limited circumstances, additional premiums may cause the
death benefit to increase by more than they increase your accumulation value.
In such case, we may refuse to accept an additional premium if the contingent
insureds do not provide us with adequate evidence that they continue to meet our
requirements for issuing insurance.
Ways to pay premiums. You may pay premiums by check or money order drawn on a
U.S. bank in U.S. dollars and made payable to "American General Life Insurance
Company," or "AGL." Premiums after the initial premium must be sent directly to
our Home Office. We also accept premium payments by bank draft, wire or by
exchange from another insurance company. You may obtain further information
about how to make premium payments by any of these methods from your AGL
representative or from our Home Office shown on the first page of this
prospectus.
Dollar cost averaging. Dollar cost averaging is an investment strategy
designed to reduce the risks that result from market fluctuations. The strategy
spreads the allocation of your accumulation value among your chosen variable
investment options over a period of time. This allows you to reduce the risk of
investing most of your funds at a time when prices are high. The success of this
strategy depends on market trends and is not guaranteed.
Under dollar cost averaging, we automatically make transfers of your
accumulation value from the money market investment option to one or more of the
other variable investment options that you choose. You tell us whether you want
these transfers to be made monthly,
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quarterly, semi-annually or annually. We make the transfers as of the end of the
valuation period that contains the day of the month that you select other than
the 29th, 30th or 31st day of the month. (The term "valuation period" is
described on page 37.) You must have at least $5,000 of accumulation value to
start dollar cost averaging and each transfer under the program must be at least
$100. Dollar cost averaging ceases upon your request, or if your accumulation
value in the money market investment option becomes exhausted. You cannot use
dollar cost averaging at the same time you are using automatic rebalancing. We
do not charge you for using this service.
Automatic rebalancing. This feature automatically rebalances the proportion of
your accumulation value in each investment option under your Policy to
correspond to your then current premium allocation designation. You tell us
whether you want us to do the rebalancing quarterly, semi-annually or annually.
The date automatic rebalancing occurs will be based on the date of issue of your
Policy. For example, if your Policy is dated January 17, and you have requested
automatic rebalancing on a quarterly basis, automatic rebalancing will start on
April 17, and will occur quarterly thereafter. Automatic rebalancing will occur
as of the end of the valuation period that contains the date of the month your
Policy was issued. You must have a total accumulation value of at least $5,000
to begin automatic rebalancing. Rebalancing ends upon your request. You cannot
use automatic rebalancing at the same time you are using dollar cost averaging.
We do not charge you for using this service.
HOW WILL THE VALUE OF MY INVESTMENT IN A POLICY CHANGE OVER TIME?
Your accumulation value. From each premium payment you make, we deduct the
charges that we describe on page 6 under "Premium tax charge" and "Other
deductions from each premium payment." We invest the rest in one or more of the
investment options listed in the chart on the first page of this prospectus. We
call the amount that is at any time invested under your Policy (including any
loan collateral we are holding for your Policy loans) your "accumulation value."
Your investment options. We invest the accumulation value that you have
allocated to any variable investment option in shares of a corresponding Mutual
Fund. Over time, your accumulation value in any such investment option will
increase or decrease by the same amount as if you had invested in the related
Fund's shares directly (and reinvested all dividends and distributions from the
Fund in additional Fund shares); except that your accumulation value will also
be reduced by certain charges that we deduct. We describe these charges
beginning on page 6 under "What charges will AGL deduct from my investment in a
Policy?"
You can review other important information about the Mutual Funds that you can
choose in the separate prospectuses for those Funds. You can request additional
free copies of these prospectuses from your AGL representative or from our Home
Office shown on the first page of this prospectus.
We invest any accumulation value you have allocated to our declared fixed
interest account option as part of our general assets. We credit a fixed rate
of interest on that accumulation
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value, which we declare from time to time. We guarantee that this will be at an
effective annual rate of at least 4%. Although this interest increases the
amount of any accumulation value that you have in our declared fixed interest
account option, such accumulation value will also be reduced by any charges that
are allocated to this option under the procedures described under "Allocation of
charges" on page 8. The "daily charge" described on page 6 and the charges and
expenses of the Mutual Funds discussed on pages 8 - 10 do not apply to our
declared fixed interest account option.
Policies are "non-participating." You will not be entitled to any dividends
from AGL.
WHAT CHARGES WILL AGL DEDUCT FROM MY INVESTMENT IN A POLICY?
Premium tax charge. We deduct from each premium a charge for the tax that is
then applicable to us in your state or other jurisdiction. These taxes, if any,
currently range from .75% to 3.5%. Please let us know if you move to another
jurisdiction, so we can adjust this charge if required. You are not permitted
to deduct the amount of these taxes on your income tax return.
Other deductions from each premium payment. After we deduct premium tax from
your premium payment, we will deduct 6.5% of the remainder on all premiums
received during the first 10 years. Thereafter we will deduct 1% of each
premium, after deducting premium taxes. Your Policy refers to these deductions
as a Premium Expense Charge. We use these charges to cover sales expenses,
including commissions.
Daily charge. We will deduct a daily charge at an annual effective rate of
.40% of your accumulation value that is then being invested in any of the
variable investment options. After a Policy has been in effect for 10 years,
however, we will reduce this rate to an annual effective rate of .20%, and after
30 years, to an annual effective rate of .10%. Since the Policies were first
offered only in the year 2000, the reduction has not yet taken effect under any
outstanding Policies. We apply this charge to pay for our mortality and expense
risks.
Flat monthly charge. We will deduct $6 from your accumulation value each
month. The flat monthly charge is part of the Monthly Administration Fee shown
on page 4 of your Policy. We use this charge to pay for the cost of
administrative services we provide under the Policies.
Monthly charge per $1,000 of specified amount. We also deduct this charge
monthly from your accumulation value for the first 10 Policy years, or for 10
Policy years for any increase in specified amount. The dollar amount of this
charge changes whenever there is any change in your Policy's specified amount.
(We describe the specified amount under "Your specified amount of insurance" on
page 11.) This charge varies according to the amount of base coverage and the
ages and the premium classes of the contingent insureds. This charge is a
maximum of $1.00 for each $1000 of specified amount. The actual amount of this
charge for your Policy is the amount in excess of the first $6 of the Monthly
Administration Fee shown on page 4 of your Policy. We use this charge to pay
for underwriting costs and other costs of
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issuing the Policies, and also to help pay for the administrative services we
provide under the Policies.
Monthly insurance charge. Every month we will deduct from your accumulation
value a charge based on the cost of insurance rates applicable to your Policy on
the date of the deduction and our "amount at risk" on that date. Our amount at
risk is the difference between (a) the death benefit that would be payable
before reduction by policy loans if the last surviving contingent insured died
on that date and (b) the then total accumulation value under the Policy. For
otherwise identical Policies, a greater amount at risk results in a higher
monthly insurance charge.
For otherwise identical Policies, a higher cost of insurance rate also results
in a higher monthly insurance charge. Our cost of insurance rates are guaranteed
not to exceed those that will be specified in your Policy. Our current rates
are lower for insured persons in most age and premium classes, although we have
the right at any time to raise these rates to not more than the guaranteed
maximum. In general, the longer you own your Policy, the higher the cost of
insurance rate will be as the contingent insureds grow older.
Also our cost of insurance rates will generally be lower if one or both of the
insured persons is a female than if a male. Similarly, our current cost of
insurance rates are generally lower for non-tobacco users than tobacco users.
Contingent insureds who present particular health, occupational or non-work
related risks may require higher cost of insurance rates and other additional
charges based on the specified amount of insurance coverage under their Policy.
We use this charge to fund the death benefits we pay under the Policies.
Monthly charges for additional benefit riders. We will deduct charges monthly
from your accumulation value, if you select certain additional benefit riders.
These are described beginning on page 16, under "What additional rider benefits
might I select?" We use these charges to pay for the benefits under the riders
and to help offset the risks we assume.
Surrender Charge. The Policies have a surrender charge that applies for a
maximum of the first 10 Policy years (and for a maximum of the first 10 Policy
years after any requested increase in the Policy's base coverage). We will
apply the surrender charge only to the base coverage portion of the specified
amount.
The amount of the surrender charge depends on the ages and other insurance
characteristics of the contingent insureds. The maximum amount of your Policy's
surrender charge will be shown in the table beginning on page 26 of the Policy.
It may initially be as high as $50 per $1,000 of base amount or as low as $0 per
$1,000 of base amount (or any increase in the base amount).
We will deduct the entire amount of any then applicable surrender charge from
the accumulation value at the time of a full surrender. Upon a requested
decrease in a Policy's
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base coverage portion of the specified amount, we will deduct any remaining
amount of the surrender charge that was associated with the base amount that is
canceled. This includes any decrease that results from any requested partial
surrender. See "Partial surrender" beginning on page 18 and "Change of death
benefit option" beginning on page 16. For those Policies that lapse in the fist
10 Policy years, we use this charge to help recover sales expenses.
Transaction Fee. We will charge a transaction fee equal to the lesser of 2% of
the amount withdrawn or $25 for each partial surrender you make. We use this
charge to help pay for the expense of making a partial surrender.
Transfer fee. We may charge a $25 transfer fee for each transfer between
investment options that exceeds 12 each Policy Year. This charge will be
deducted from the investment options in the same ratio as the requested
transfer. We use this charge to help pay for the expense of making the
requested transfer.
Charge for taxes. Although we don't currently do so, we can make a charge in
the future for taxes we incur or reserves we set aside for taxes in connection
with the Policies. This would reduce the investment experience of your
accumulation value.
For a further discussion regarding the charges we will deduct from your
investment in a Policy, see "More About Policy Charges" on page 35.
Allocation of charges. You may choose the investment options from which we
deduct all monthly charges and any applicable surrender charges. If you do not
have enough accumulation value in those investment options, we will deduct these
charges in the same ratio the charges bear to the unloaned accumulation value
you then have in each investment option.
WHAT CHARGES AND EXPENSES WILL THE MUTUAL FUNDS DEDUCT FROM AMOUNTS I INVEST
THROUGH MY POLICY?
Each Mutual Fund pays its investment management fees and other operating
expenses. Because they reduce the investment return of a Fund, these fees and
expenses also will reduce indirectly the return you will earn on any
accumulation value that you have invested in that Fund. Current and future fees
and expenses may vary from fiscal year 1998 fees and expenses. The charges and
expenses for the fiscal year 1998 are as follows:
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<TABLE>
<CAPTION>
THE MUTUAL FUNDS' ANNUAL EXPENSES/1/ (as a percentage of average net assets)
FUND TOTAL FUND
MANAGEMENT OTHER FUND OPERATING
FEES (AFTER OPERATING EXPENSES EXPENSES (AFTER
EXPENSE 12B-1 (AFTER EXPENSE EXPENSE
NAME OF FUND REIMBURSEMENT) FEES REIMBURSEMENT) REIMBURSEMENT)
- ----------------------------------------------- -------------- ------ ------------------- ----------------
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The following funds of AIM VARIABLE
INSURANCE FUNDS, INC.:/1/
AIM V.I. International Equity Fund 0.75% 0.16% 0.91%
AIM V.I. Value Fund 0.61% 0.05% 0.66%
The following funds of AMERICAN
GENERAL SERIES PORTFOLIO COMPANY:/1/
International Equities Fund 0.35% 0.05% 0.40%
MidCap Index Fund 0.32% 0.04% 0.36%
Money Market Fund 0.50% 0.04% 0.54%
Stock Index Fund 0.27% 0.04% 0.31%
The following funds of DREYFUS VARIABLE
INVESTMENT FUND:/1/
Quality Bond Portfolio 0.65% 0.08% 0.73%
Small Cap Portfolio 0.75% 0.02% 0.77%
The following series of MFS VARIABLE
INSURANCE TRUST:/1/
MFS Emerging Growth Series 0.75% 0.10% 0.85%
The following portfolios of MORGAN
STANLEY DEAN WITTER UNIVERSAL FUNDS,
INC.:/1/
Equity Growth Portfolio /2/ 0.09% 0.76% 0.85%
High Yield Portfolio /2/ 0.15% 0.65% 0.80%
</TABLE>
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<TABLE>
<CAPTION>
FUND TOTAL FUND
MANAGEMENT OTHER FUND OPERATING
FEES (AFTER OPERATING EXPENSES EXPENSES (AFTER
EXPENSE 12B-1 (AFTER EXPENSE EXPENSE
NAME OF FUND REIMBURSEMENT) FEES REIMBURSEMENT) REIMBURSEMENT)
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The following portfolios of PUTNAM
VARIABLE TRUST: Class "IB" Funds:
Putnam VT Diversified Income Fund /3/ 0.50% 0.11% 0.08% 0.69%
Putnam VT Growth and Income Fund /3/ 0.35% 0.11% 0.03% 0.49%
Putnam VT International Growth 0.59% 0.11% 0.14% 0.84%
and Income Fund /3/
The following portfolios of SAFECO
RESOURCE SERIES TRUST:/1/
Equity Portfolio 0.74% 0.04% 0.78%
Growth Portfolio 0.74% 0.06% 0.80%
The following portfolio of VAN KAMPEN
LIFE INVESTMENT TRUST /1/
Strategic Stock Portfolio /2/ 0.00% 0.65% 0.65%
/1/The Mutual Funds' advisers or administrators have entered into arrangements under which they pay certain amounts to AGL. The fees
do not have a direct relationship to the Mutual Funds' Annual Expenses, and do not increase the amount of charges you pay under your
Policy. (See "Certain arrangements.")
/2/For the Funds indicated, management fees and other expenses as shown for fiscal year 1998 would have been the percentages shown
below without certain voluntary expense reimbursements from the investment adviser. Current and future fees and expenses may vary
from the fiscal year 1998 fees and expenses.
</TABLE>
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<CAPTION>
Management Other Total
Fees Expenses Annual Expenses
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MORGAN STANLEY DEAN WITTER
UNIVERSAL FUNDS, INC.
Equity Growth Portfolio 0.55% 0.76% 1.31%
High Yield Portfolio 0.50% 0.65% 1.15%
VAN KAMPEN LIFE INVESTMENT
TRUST
Strategic Stock Portfolio 0.50% 0.75% 1.25%
No other Funds received any such reimbursements.
/3/The prospectus for Putnam Variable Trust under "Distribution plan" discusses this 12b-1 fee.
</TABLE>
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WHAT IS THE AMOUNT OF INSURANCE ("DEATH BENEFIT") THAT AGL PAYS WHEN THE LAST
SURVIVING CONTINGENT INSURED DIES?
Your specified amount of insurance. In your application to buy a Platinum
Investor Survivor Policy, you tell us how much life insurance coverage you want.
We call this the "specified amount" of insurance. The specified amount consists
of what we refer to as "base coverage" plus any "supplemental coverage" you
select. We also provide a guaranteed minimum death benefit equal to the initial
specified amount. We provide more information about the specified amount and
the guaranteed minimum death benefit beginning on page 38 under "More About the
Death Benefit" and under "Monthly guarantee premiums," beginning on page 13.
You should read these other discussions carefully because they contain important
information about how the choices you make can affect your benefits and the
amount of premiums and charges you may have to pay.
Your death benefit. The death benefit we will pay is reduced by any
outstanding Policy loans (plus any unearned loan interest). You also choose
whether the death benefit we will pay is
. Option 1--The specified amount on the date of the last surviving contingent
insured's death; or
. Option 2--The specified amount on the date of the last surviving contingent
insured's death plus the Policy's accumulation value as of the date of
death.
Under Option 2, your death benefit will tend to be higher than under Option 1.
However, the monthly insurance charge we deduct will also be higher to
compensate us for our additional risk. Because of this, your accumulation value
for the same amount of premium will tend to be higher under Option 1 than under
Option 2.
Any premiums we receive after the last surviving contingent insured's death
will be returned and not included in your accumulation value.
Federal tax law requires a minimum death benefit in relation to cash value for
a Policy to qualify as life insurance. We will automatically increase the death
benefit of a Policy if necessary to ensure that the Policy will continue to
qualify as life insurance. One of two tests under current federal tax law can
be used: the "guideline premium test" and the "cash value accumulation test."
You must elect one of these tests at issue, and, once elected, the choice may
not be changed. Factors you should consider in making this choice are discussed
below.
The "guideline premium test" limits the amount of premiums paid under a Policy
at any time to a certain amount which depends on the size of the Policy and the
age and gender of the contingent insureds. Therefore, the maximum premiums you
can pay are generally more limited under this test than under the cash value
accumulation test.
The other major difference between the two tax tests involves the Policy's
"alternative death benefit." The alternative death benefit is calculated as
shown in the tables that follow. During any
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time when the alternative death benefit works out to be more than the Option 1
or Option 2 death benefit you have chosen, we would automatically deem the death
benefit to be such higher amount.
As illustrated in the tables below, choosing the cash value accumulation test
for tax law compliance generally makes it more likely that an alternative
minimum death benefit will apply. Therefore, if you anticipate that your Policy
may have a substantial accumulation value in relation to its death benefit, you
should be aware that the alternative death benefit may cause your Policy's death
benefit to be higher if you choose that test than if you choose the guideline
premium test. To the extent that the alternative death benefit does result in a
higher death benefit, the cost of insurance charges deducted from your Policy
will also tend to be higher. (This compensates us for the additional risk that
we might have to pay the higher alternative death benefit.)
If you have selected the guideline premium test, we calculate the alternative
death benefit by multiplying your Policy's accumulation value by the following
percentages:
SPECIMEN ALTERNATIVE DEATH BENEFITS AS A PERCENTAGE MULTIPLE
OF POLICY ACCUMULATION VALUE (ASSUMING YOU
SELECT THE GUIDELINE PREMIUM TEST)
YOUNGER
CONTINGENT
INSURED'S
AGE* 40 45 50 55 60 65 70 75 100
% 250% 215% 185% 150% 130% 120% 115% 105% 100%
*Nearest birthday at the beginning of the Policy year in which the last
surviving contingent insured dies. We use the younger contingent insured's age
for this purpose even if the younger contingent insured is the first to die.
If you have selected the cash value accumulation test, we calculate the
alternative death benefit by multiplying your Policy's accumulation value by a
percentage that will be set forth on page 4A of your Policy. The percentage
varies based on the insurance characteristics of the contingent insureds.
Below is an example of applicable alternative death benefit percentages for the
cash value accumulation test. The example is for a male non-tobacco user and a
female non-tobacco user both preferred premium class and issue age 55.
SPECIMEN ALTERNATIVE DEATH BENEFITS AS A PERCENTAGE MULTIPLE
OF POLICY ACCUMULATION VALUE (ASSUMING YOU
SELECT THE CASH VALUE ACCUMULATION TEST)
POLICY YEAR 1 2 3 5 10 20 30 40 45
% 313% 301% 290% 268% 222% 159% 126% 111% 104%
Your Policy calls the multipliers used for each test the "Death Benefit Corridor
Rate."
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WHAT IS JOINT EQUAL AGE?
Your Policy has been issued on the basis of a joint equal age. Joint equal
age is a calculation that blends the ages and insurance risks of the contingent
insureds. We use the joint equal age in the Policy to help determine some of the
charges under the Policy. We determine the joint equal age by using the
contingent insureds' individual ages nearest their birthdays, with an adjustment
which is a function of:
. the age of each contingent insured;
. the gender of each contingent insured; and
. the premium class of each contingent insured.
We show the joint equal age as of the date of issue on the Policy's schedule
page. The attained joint equal age increases one year on each Policy
anniversary. The attained joint equal age continues to increase after the death
of either contingent insured.
MUST I INVEST ANY MINIMUM AMOUNT IN A POLICY?
Planned periodic premiums. Page 3 of your Policy will specify a "Planned
Periodic Premium." This is the amount that you (within limits) choose to pay.
Our current practice is to bill quarterly, semi-annually or annually. However,
payment of these or any other specific amounts of premiums is not mandatory.
After payment of your initial premium, you need only invest enough to ensure
your Policy's cash surrender value stays above zero or that the guaranteed
minimum death benefit (described under "Monthly guarantee premiums" on page 13)
remains in effect ("Cash surrender value" is explained under "Full surrender" on
page 18.) The less you invest, the more likely it is that your Policy's cash
surrender value could fall to zero, as a result of the deductions we
periodically make from your accumulation value.
Policy lapse and reinstatement. If your Policy's cash surrender value falls to
an amount insufficient to cover the monthly charges, we will notify you and
give you a grace period to pay at least the amount we estimate is necessary to
keep your Policy in force for a reasonable time. If we do not receive your
payment by the end of the grace period, your Policy will end without value and
all coverage under your Policy will cease. Although you can apply to have your
Policy "reinstated," you must do this within 5 years (or, if earlier, before the
Policy's maturity date), and you must present evidence that each contingent
insured who was living when the Policy lapsed is still living and meets our
requirements for issuing coverage. Also, you will have to pay at least the
amount of premium that we estimate will keep your Policy in force for two
months, as well as pay or reinstate any indebtedness. You will find additional
information in the Policy about the values and terms of a Policy after it is
reinstated.
Monthly guarantee premiums. Page 3 of your Policy will specify a "Guaranteed
Minimum Death Benefit Monthly Premium." If you pay these guarantee premiums, we
will provide an Option 1 death benefit, even if your policy's cash surrender
value has declined to zero, and even if you have selected Option 2 as the death
benefit for your Policy.
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<PAGE>
We call this our "guaranteed minimum death benefit," and here are its terms
and conditions. On the first day of each Policy month that the cash surrender
value is not sufficient to pay the monthly deduction, we check to see if the
cumulative amount of premiums paid under the Policy, less any Policy loans, is
at least equal to the sum of the monthly guarantee premiums for all Policy
months to date, including the Policy month then starting. (Policy months are
measured from the "Date of Issue" that will also be shown on page 3 of the
Policy.) So long as at least this amount of premium payments has been paid by
the beginning of that Policy month, the Policy will not enter a grace period or
terminate (i.e., lapse) because of insufficient cash surrender value, unless the
guaranteed minimum death benefit has terminated as discussed in the paragraph
immediately below.
The guaranteed minimum death benefit terminates if
. The Policy terminates following a grace period.
. You change the death benefit Option.
. You request any decrease in specified amount.
. You make a partial surrender.
. You surrender the Policy.
We change the monthly guarantee premium whenever
. We approve any request you make to increase your Policy's specified amount.
. We approve any application you make after your Policy is issued for an
additional rider benefit or any increase in a rider benefit.
. You request removal or decrease of a rider benefit that provides term life
insurance coverage.
Once the guaranteed minimum death benefit terminates for any reason, it can
never be restored or reinstated, even if the Policy itself continues or is
reinstated. At any time before your guaranteed minimum death benefit
terminates, however, you may pay any monthly guarantee premiums that you have
not yet paid to date and thereby continue to have the protection that the
guarantee affords.
The amount of premiums that must be paid to maintain the guaranteed minimum
death benefit will be increased by the cumulative amount of any loans (including
any loan increases to pay interest) you have taken from your Policy.
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<PAGE>
HOW CAN I CHANGE MY POLICY'S INVESTMENT OPTIONS?
Future premium payments. You may at any time change the investment options in
which future premiums you pay will be invested. Your allocation must, however,
be in whole percentages that total 100%.
Transfers of existing accumulation value. You may also transfer your existing
accumulation value from one investment option under the Policy to another. The
first 12 transfers in a year are free of charge. We may charge you $25 for each
additional transfer. You may make transfers from the variable investment
options at any time. You may make transfers from the declared fixed interest
account during the 60-day period beginning each Policy anniversary, and we will
not honor such a request that we receive at any other time. The amount that you
can transfer each year is limited to the greater of
. 25% of the unloaned accumulation value you have in the declared fixed
interest account as of the Policy anniversary, or
. the sum of any amounts you transferred or surrendered from the declared
fixed interest account during the previous Policy year.
Unless you are transferring the entire amount you have in an investment
option, each transfer must be at least $500. See "Additional Rights That We
Have" on page 42.
Market Timing. The Policy is not designed for professional market timing
organizations or other entities using programmed and frequent transfers. We
reserve the right at any time and without prior notice to any party to
terminate, suspend, or modify our policies or procedures regarding telephone
requests or to stop permitting telephone requests altogether.
HOW CAN I CHANGE MY POLICY'S INSURANCE COVERAGE?
Increase in coverage. At any time while both contingent insureds are living,
you may request an increase in the specified amount of coverage under your
Policy. You must, however, provide us with satisfactory evidence that both
contingent insureds continue to meet our requirements for issuing insurance
coverage.
We treat an increase in specified amount in many respects as if it were the
issuance of a new Policy. For example, the monthly insurance charge for the
increase will be based on the ages and premium classes of the contingent
insureds at the time of the increase. Also, a new amount of surrender charge
applies to any amount of the increase that you request as base (rather than
supplemental) coverage. This amount is the same as it would be if we were
instead issuing the same amount of base coverage as a new Platinum Investor
Survivor Policy. You can increase base coverage and supplemental coverage in
any ratio, so long as your base coverage is at least 10% of the specified
amount.
Decrease in coverage. After the first Policy year, you may request a
reduction in the specified amount of coverage, but not below certain minimums.
After any decrease, the specified
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<PAGE>
amount cannot be less than the greater of (i) $100,000, and (ii) any minimum
amount which, in view of the amount of premiums you have paid, is necessary for
the Policy to continue to meet the Federal tax law definition of life insurance.
We will apply a reduction in specified amount proportionately against the
specified amount provided under the original application and any specified
amount increases. We will reduce base and supplemental coverages
proportionately. We will deduct from your accumulation value any remaining
surrender charge that is associated only with any amount of base coverage that
is canceled in this way. If there is not sufficient accumulation value to pay
the surrender charge at the time you request a reduction, the decrease will not
be allowed.
Change of death benefit option. You may at any time request us to change
your coverage from death benefit Option 1 to 2 or vice-versa.
. If you change from Option 1 to 2, we also automatically reduce your
Policy's specified amount of insurance by the amount of your Policy's
accumulation value (but not below zero) at the time of the change. The
change will go into effect on the monthly deduction day following the
date we receive your request for change. We will take the reduction
proportionately from each component of the Policy's specified amount. We
will not charge a surrender charge for this reduction in coverage.
. If you change from Option 2 to 1, we automatically increase your
Policy's specified amount by the amount of your Policy's accumulation
value.
Tax consequences of changes in insurance coverage. Please read "Tax
Effects" starting on page 29 of this prospectus to learn about possible tax
consequences of changing your insurance coverage under your Policy.
Effect of changes in insurance coverage on guaranteed minimum death benefit.
Most types of change in coverage will result in termination of our guarantee
that, if you pay certain prescribed amounts of premiums, we will pay a death
benefit even if your policy's cash surrender value declines to zero. The
details of this guarantee are discussed under "Monthly guarantee premiums,"
beginning on page 13.
WHAT ADDITIONAL RIDER BENEFITS MIGHT I SELECT?
You can request that your Policy include the additional rider benefits
described below. For most of the riders that you choose, a charge, which will
be shown on page 3 of your Policy, will be deducted from your accumulation value
on each monthly deduction date. Eligibility for and changes in these benefits
are subject to our rules and procedures as in effect from time to time. More
details are included in the form of each rider, which we suggest that you review
if you choose any of these benefits.
Four Year Term Rider
--------------------
. This rider provides an additional death benefit equal to 150% of the
Policy's initial specified amount. This additional benefit will be paid
if both contingent insureds die during the first four Policy years.
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<PAGE>
. You can purchase this rider if the contingent insureds' joint equal age
is between 25 and 80.
Maturity Extension Rider
------------------------
. This rider permits you to extend the Policy's maturity date beyond what
it otherwise would be. The rider provides for a death benefit after the
original maturity date that is equal to the accumulation value on the
date of the last surviving contingent insured's death. With this rider,
all accumulation value that is in the separate account can remain there.
There is no charge for this rider.
. No additional premium payments, new loans, or Policy changes will be
allowed after the original maturity date.
. You cannot revoke this rider after you have elected it.
. Extension of the maturity date beyond the younger contingent insured's
age 100 may result in the current taxation of increases in your Policy's
accumulation value as a result of interest or investment experience
after that time. You should consult a qualified tax adviser before
making such an extension.
Return of Premium Rider
-----------------------
. You may purchase this rider only as of the date of issue and only if you
have selected death benefit Option 1.
. This rider provides an increase in the death benefit equal to all
premiums you have paid including premiums for any riders, minus the sum
of:
1. all partial surrenders; and
2. any outstanding policy loan (plus any unearned loan interest).
Single Life Annually Renewable Term Insurance Rider
- ---------------------------------------------------
. This rider allows you to provide term single life insurance on the life
of either or both of the contingent insureds. We will pay a death
benefit upon the death of the contingent insured on whose life you
purchased the rider. The death benefit is in addition to any death
benefit we pay under the Policy.
. You can purchase this rider on the life of a contingent insured who is
younger than age 75.
. You cannot purchase this rider on the life of a contingent insured if
the premium class for that contingent insured is uninsurable.
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<PAGE>
WHAT IS MY POLICY'S EXCHANGE OPTION?
This option is not a rider. You as the owner of the Policy have the right at
any time while both contingent insureds are living to request that the Policy be
split into two separate policies, insuring each of the contingent insureds under
new, single life policies. In order for you to exercise this option, neither
contingent insured could have the "uninsurable" premium class when the original
Policy was issued. Here are the additional features about the exchange option:
. You can choose the amount of coverage on each policy, as long as the
total equals the death benefit amount of the Policy. We will transfer the
cash surrender value of the Policy, after paying off any outstanding
loan, to the new policies in the same proportion as the new face amounts
are to each other.
. The new policies are subject to underwriting based on our established
procedures. This option requires that both contingent insureds are found
to be insurable.
. The new policies can be any flexible or level premium whole life policy
or endowment plan we would ordinarily issue when the option is exercised.
. You can choose to exchange without underwriting only if the contingent
insureds were married to one another and have divorced, the Federal
unlimited marital deduction is repealed, or there is a reduction of at
least 50% of the tax rate in the maximum Federal estate tax bracket.
However, in the case of divorce, the divorce decree must have been final
at least 24 months before the exchange. In these situations, the original
Policy's specified amount and cash surrender value will be split equally
between the two new policies.
. The Policy terminates when we issue the new policies.
. Under each of the new policies, if the insured commits suicide within the
first two policy years, we will limit the death benefit proceeds to the
total of all premiums that have been paid on the Policy insuring the
deceased person to the time of death minus any outstanding policy loans
(plus any unearned loan interest) and partial surrenders.
. A few states do not permit the exchange option. Please ask your AGL
representative if you reside in one of these states.
. There is no additional charge for this option or its exercise.
HOW CAN I ACCESS MY INVESTMENT IN A POLICY?
Full surrender. You may at any time surrender your Policy in full. If you do,
we will pay you the accumulation value, less any Policy loans, plus any unearned
interest, and less any surrender charge that then applies. We call this amount
your "cash surrender value."
Partial surrender. You may, at any time after the first Policy year, make a
partial surrender of your Policy's cash surrender value. A partial surrender
must be at least $500. We will automatically
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<PAGE>
reduce your Policy's accumulation value by the amount of your withdrawal and any
related charges. We do not allow partial surrenders that would reduce the death
benefit below $100,000.
If the Option 1 death benefit is then in effect, we also will reduce your
Policy's specified amount by the amount of such withdrawal and charges, but not
below $25,000. We will take any such reduction proportionately from each
component of the Policy's specified amount and deduct any remaining surrender
charge that is associated with any portion of your Policy's base amount of
coverage that is canceled. If the Option 2 death benefit is then in effect, we
will automatically reduce your accumulation value.
You may choose the investment option or options from which money that you
withdraw will be taken. Otherwise, we will allocate the partial surrender in the
same proportions as then apply for deducting monthly charges under your Policy
or, if that is not possible, in proportion to the amount of accumulation value
you then have in each investment option.
There is a transaction fee equal to the lesser of 2% of the amount withdrawn
or $25 for each partial surrender you make.
Exchange of Policy in Certain States. Certain states require that a policy
owner be given the right to exchange the Policy for a fixed benefit life
insurance policy, within either 18 or 24 months from the date of issue. This
right is subject to various conditions imposed by the states and us. In such
states, this right has been more fully described in your Policy or related
endorsements to comply with the applicable state requirements.
Policy loans. You may at any time borrow from us an amount equal to your
Policy's cash surrender value less the interest that will be payable on your
loan through your next Policy anniversary. This rule is not applicable in all
states.
We remove from your investment options an amount equal to your loan and hold
that part of your accumulation value in the declared fixed interest account as
collateral for the loan. We will credit your Policy with interest on this
collateral amount at an effective annual rate of 4% (rather than any amount you
could otherwise earn in one of our investment options), and we will charge you
interest on your loan at an effective annual rate of 4.50% during the first 10
Policy years and 4.25% thereafter. Loan interest is payable annually, on the
Policy anniversary, in advance, at a rate of 4.31% for loans you make during the
first 10 Policy years and 4.08% for loans you make thereafter. These are
equivalent to the effective annual rates of 4.50% and 4.25%, respectively. Any
amount not paid by its due date will automatically be added to the loan balance
as an additional loan. Interest you pay on Policy loans will not, in most cases,
be deductible on your tax returns.
You may choose which of your investment options the loan will be taken from.
If you do not so specify, we will allocate the loan in the same way that charges
under your Policy are being allocated. If this is not possible, we will make the
loan pro-rata from each investment option that you then are using.
You may repay all or part (but not less than $10 unless it is the final
payment) of your loan at any time before the death of the last surviving
contingent insured while the Policy is in force. You must designate any loan
repayment as such. Otherwise, we will treat it as a premium payment
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<PAGE>
instead. Any loan repayments go first to repay all loans that were taken from
our declared fixed interest account option. We will invest any additional loan
repayments you make in the investment options you request. In the absence of
such a request we will invest the repayment in the same proportion as you then
have selected for premium payments that we receive from you. Any unpaid loan
(plus any unearned loan interest) will be deducted from the proceeds we pay
following the last surviving contingent insured's death.
Preferred loan interest rate. We will credit a higher interest rate on an
amount of the collateral securing Policy loans taken out after the first 10
Policy years. The maximum amount of new loans that will receive this preferred
loan interest rate for any year is:
. 10% of your Policy's accumulation value (which includes any loan collateral
we are holding for your Policy loans) at the beginning of the Policy year;
or
. if less, your Policy's maximum remaining loan value at that anniversary.
We intend to set the rate of interest we credit to your preferred collateral
amount equal to the loan interest rate you are paying, resulting in a zero net
cost of borrowing for that amount. We have full discretion to vary the
preferred rate, provided that it will always be greater than or equal to the
rate we are then crediting in connection with regular Policy loans, and will
never be less than an effective annual rate of 4.25%. Because we first began
offering the Policies in the year 2000, we have not yet declared a preferred
loan interest rate for any outstanding Policy.
Maturity of your Policy. If one or both contingent insureds are living on
the "Maturity Date" shown on page 3 of your Policy, we will pay you the cash
surrender value of the Policy, and the Policy will end. The maturity date can be
no later than the Policy anniversary nearest the younger contingent insured's
100/th/ birthday.
Tax considerations. Please refer to "How will my Policy be treated for
income tax purposes?" for information about the possible tax consequences to you
when you receive any loan, surrender or other funds from your Policy.
CAN I CHOOSE THE FORM IN WHICH AGL PAYS OUT THE PROCEEDS FROM MY POLICY?
Choosing a payment option. You may choose to receive the full proceeds from
the Policy as a single sum. This includes proceeds that become payable upon the
death of the last surviving contingent insured, full surrender or the maturity
date. Alternatively, you may elect that all or part of such proceeds be applied
to one or more of the following payment options:
. Option 1--Equal monthly payments for a specified period of time.
. Option 2--Equal monthly payments of a selected amount of at least $60 per
year for each $1,000 of proceeds until all amounts are paid out.
. Option 3--Equal monthly payments for the payee's life, but with payments
guaranteed for a specified number of years. These payments are based on
annuity rates that are set forth in the Policy or, at the payee's request,
the annuity rates that we then are using.
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<PAGE>
. Option 4--Proceeds left to accumulate with interest.
Additional payment options may also be available with our consent. We have the
right to veto any payment option, if the payee is a corporation or other entity.
You can read more about each of these options in our Policy form and in the
separate form of payment contract that we issue when any such option takes
effect.
Within 60 days after the last surviving contingent insured's death, any payee
entitled to receive proceeds as a single sum may elect one or more payment
options.
Interest rates that we credit under each option will be at least 3%.
Change of payment option. You may change any payment option you have elected
at any time while the Policy is in force and before the start date of the
payment option.
Tax impact. If a payment option is chosen, you or your beneficiary may have
tax consequences. You should consult with a qualified tax adviser before
deciding whether to elect one or more payment options.
TO WHAT EXTENT CAN AGL VARY THE TERMS AND CONDITIONS OF THE POLICY IN PARTICULAR
CASES?
Here are some variations we may make in the terms and conditions of a Policy.
Any variations will be made only in accordance with uniform rules that we
establish.
Underwriting and premium classes. We have six premium classes, and also
combinations of the premium classes, we use to decide how much the monthly
insurance charges under any particular Policy will be: preferred, standard,
special, uninsurable, tobacco and non-tobacco. They are each described in your
Policy.
The term "uninsurable" is used in a special way when we issue a Policy.
"Uninsurable" describes a person proposed to become insured under a Policy who
would not pass our requirements to be insured under one of our policies that
insures only one life. Under some conditions a person who is uninsurable can
become a contingent insured under a Policy. The other contingent insured cannot
be uninsurable.
Policies purchased through "internal rollovers." We maintain published rules
that describe the procedures necessary to replace another life insurance policy
we issued with a Policy. Not all types of other insurance we issue are eligible
to be replaced with a Policy. Our published rules may be changed from time to
time, but are evenly applied to all our customers.
State law requirements. AGL is subject to the insurance laws and regulations
in every jurisdiction in which the Policies are sold. As a result, various time
periods and other terms and conditions described in this prospectus may vary
depending on where you reside. These variations will be reflected in your Policy
and related endorsements.
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<PAGE>
Variations in expenses or risks. AGL may vary the charges and other terms of
the Policy where special circumstances result in sales, administrative or other
expenses, mortality risks or other risks that are different from those normally
associated with the Policy.
HOW WILL MY POLICY BE TREATED FOR INCOME TAX PURPOSES?
Generally, the death benefit paid under a Policy is not subject to income tax,
and earnings on your accumulation value are not subject to income tax as long as
we do not pay them out to you. If we do pay any amount of your Policy's
accumulation value upon surrender, partial surrender, or maturity of your
Policy, all or part of that distribution may be treated as a return of the
premiums you paid, which is not subject to income tax.
Amounts you receive as Policy loans are not taxable to you, unless you have
paid such a large amount of premiums that your Policy becomes what the tax law
calls a "modified endowment contract." In that case, the loan will be taxed as
if it were a partial surrender. Furthermore, loans, partial surrenders and other
distributions from a modified endowment contract may require you to pay
additional taxes and penalties that otherwise would not apply. If your Policy
lapses, you may have to pay income tax on a portion of any outstanding loan.
For further information about the tax consequences of owning a Policy, please
read "Tax Effects" starting on page 29.
HOW DO I COMMUNICATE WITH AGL?
When we refer to "you," we mean the person who is authorized to take any
action with respect to a Policy. Generally, this is the owner named in the
Policy. Where a Policy has more than one owner, each owner generally must join
in any requested action, except for transfers and changes in the allocation of
future premiums or changes among the investment options.
General. You should mail or express checks and money orders for premium
payments and loan repayments directly to our Home Office.
You must make the following requests in writing:
. transfer of accumulation value;
. loan;
. full surrender;
. partial surrender;
. change of beneficiary or contingent beneficiary;
. change of allocation percentages for premium payments;
. loan repayments or loan interest payments;
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<PAGE>
. change of death benefit option or manner of death benefit payment;
. changes in specified amount;
. addition or cancellation of, or other action with respect to, election of a
payment option for Policy proceeds;
. tax withholding elections; and
. telephone transaction privileges.
You should mail or express these requests to our Home Office at the appropriate
address shown on the first page of this prospectus. You should also communicate
notice of each contingent insured's death, and related documentation, to our
Home Office.
We have special forms which should be used for loans, assignments, partial
and full surrenders, changes of owner or beneficiary, and all other contractual
changes. You will be asked to return your Policy when you request a full
surrender. You may obtain these forms from our Home Office or from your AGL
representative. Each communication must include your name, Policy number and the
names of both contingent insureds. We cannot process any requested action that
does not include all required information.
Telephone transactions. If you have a completed telephone authorization
form on file with us, you may make transfers, or change the allocation of future
premium payments or deduction of charges, by telephone, subject to the terms of
the form. We will honor telephone instructions from any person who provides the
correct information, so there is a risk of possible loss to you if unauthorized
persons use this service in your name. Our current procedure is that only the
owner or your AGL representative may make a transfer request by phone. We are
not liable for any acts or omissions based upon instructions that we reasonably
believe to be genuine. Our procedures include verification of the Policy number,
the identity of the caller, both the insured person's and owner's names, and a
form of personal identification from the caller. We will mail you a prompt
written confirmation of the transaction. If (a) many people seek to make
telephone requests at or about the same time, or (b) our recording equipment
malfunctions, it may be impossible for you to make a telephone request at the
time you wish. You should submit a written request if you cannot make a
telephone transfer. Also, if, due to malfunction or other circumstances, your
telephone request is incomplete or not fully comprehensible, we will not process
the transaction. The phone number for telephone requests is 1-888-325-9315.
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<PAGE>
ILLUSTRATIONS OF HYPOTHETICAL POLICY BENEFITS
To help explain how our Policy works, we have prepared the following
tables:
Page to
See in this
Prospectus
Death Benefit Option 1-Current Charges ................. 26
Death Benefit Option 1-Guaranteed Maximum Charges........ 27
The tables show how death benefits, accumulation values, and cash surrender
values ("Policy benefits") under a sample Policy would change over time if the
investment options had constant hypothetical gross annual investment returns of
0%, 6% or 12% over the years covered by each table. The tables are for a male
non-tobacco user and female non-tobacco user both preferred premium class and
issue age 55. An annual premium payment of $1,500 for an initial $100,000 of
specified amount of coverage is assumed to be paid. The illustrations assume no
Policy loan has been taken. The differences between the accumulation values and
the cash surrender values for the first 10 years in the tables are because of
the Policy's surrender charges. As illustrated, this Policy would not be
classified as a modified endowment contract (See "Tax Effects" beginning on page
29 for further discussion).
The tables show a sample Policy with 100% base coverage only. A Policy with
supplemental coverage at current charges will over time have lower monthly
insurance charges and a higher accumulation value. Your AGL representative can
provide you with Policy illustrations specific to you, showing how your
selection of base and supplemental coverage, if any, can affect your Policy
values under different assumptions.
Although the tables that follow do not include an example of a Policy with
an Option 2 death benefit, such a Policy would have higher death benefits and
lower cash surrender values.
Separate tables are included to show both current and guaranteed maximum
charges. The charges assumed in the following tables include:
. a charge for state premium tax assumed to be 2.0% (for both current and
guaranteed maximum charges);
. after we deduct premium taxes, a deduction from the remainder of each
premium payment of 6.5% for each premium we receive during the first 10
Policy years; and 1% thereafter after deducting premium taxes;
. a daily charge for the first 10 Policy years at an annual effective rate
of .40% (for both current and guaranteed maximum charges);
. a daily charge after 10 Policy years at an annual effective rate of .20%
(for both current and guaranteed maximum charges);
. a daily charge after 30 Policy years at an annual effective rate of .10%
(for both current and guaranteed maximum charges);
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<PAGE>
. a flat monthly charge of $6 (for both current and guaranteed maximum
charges);
. a monthly charge for each $1,000 of specified amount of $0.36 (for both
current and guaranteed maximum charges); and
. the current monthly insurance charge and guaranteed maximum monthly
insurance charges for current charges and guaranteed maximum charges,
respectively.
The charges assumed by both the current and guaranteed maximum charge
tables also include Mutual Fund expenses of 0.67% of aggregate Mutual Fund
assets, which is the arithmetic average of the advisory fees payable with
respect to each Mutual Fund, after all reimbursements, plus the arithmetic
average of all other operating expenses of each such Fund after all
reimbursements, as reflected on pages 9 and 10 of this prospectus. We expect the
reimbursement arrangements to continue in the future. If the reimbursement
arrangements were not currently in effect, the arithmetic average of Mutual Fund
expenses would equal 0.76% of aggregate Mutual Fund assets.
Individual illustrations. On request, we will furnish you with a comparable
illustration based on your Policy's characteristics. If you request
illustrations more than once in any Policy year, we may charge $25 for the
illustration.
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Platinum Investor Survivor
Annual Premium $ 1,500 Initial Specified Amount $ 100,000
Death Benefit Option
Male and Female, Age 55
Non-Tobacco Users, Preferred Premium Class
Assuming Current Charges
<TABLE>
<CAPTION>
Death Benefit Accumulation Value Cash Surrender Value
End of Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross
Policy Annual Investment Return of Annual Investment Return of Annual Investment Return of
Year 0.0% 6.0% 12.0% 0.0% 6.0% 12.0% 0.0% 6.0% 12.0%
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 100,000 100,000 100,000 856 922 988 0 0 0
2 100,000 100,000 100,000 1,698 1,885 2,080 647 834 1,029
3 100,000 100,000 100,000 2,531 2,894 3,290 1,630 1,993 2,389
4 100,000 100,000 100,000 3,350 3,949 4,628 2,599 3,198 3,877
5 100,000 100,000 100,000 4,156 5,052 6,108 3,555 4,451 5,507
6 100,000 100,000 100,000 4,951 6,206 7,747 4,471 5,726 7,267
7 100,000 100,000 100,000 5,734 7,414 9,562 5,374 7,054 9,202
8 100,000 100,000 100,000 6,505 8,678 11,572 6,265 8,438 11,332
9 100,000 100,000 100,000 7,265 10,001 13,798 7,145 9,881 13,678
10 100,000 100,000 100,000 8,014 11,387 16,266 8,014 11,387 16,266
15 100,000 100,000 100,000 14,127 22,390 36,890 14,127 22,390 36,890
20 100,000 100,000 100,000 19,511 36,096 71,608 19,511 36,096 71,608
</TABLE>
The values will change if premiums are paid in different amounts or
frequencies.
The investment results are an example only and are not a representation of
past or future investment results. Actual investment results may be more or less
than those shown.
26
<PAGE>
Platinum Investor Survivor
Annual Premium $ 1,500 Initial Specified Amount $100,000
Death Benefit Option 1
Male and Female, Age 55
Non-Tobacco Users, Preferred Premium Class
Assuming Guaranteed Charges
<TABLE>
<CAPTION>
Death Benefit Accumulation Value Cash Surrender Value
End of Assuming Hypothetical Gross Assuming Hypothetical Gross Assuming Hypothetical Gross
Policy Annual Investment Return of Annual Investment Return of Annual Investment Return of
Year 0.0% 6.0% 12.0% 0.0% 6.0% 12.0% 0.0% 6.0% 12.0%
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 100,000 100,000 100,000 854 920 986 0 0 0
2 100,000 100,000 100,000 1,688 1,874 2,069 637 823 1,018
3 100,000 100,000 100,000 2,500 2,862 3,256 1,599 1,961 2,355
4 100,000 100,000 100,000 3,287 3,882 4,556 2,536 3,131 3,805
5 100,000 100,000 100,000 4,048 4,934 5,980 3,447 4,333 5,379
6 100,000 100,000 100,000 4,778 6,015 7,536 4,298 5,535 7,056
7 100,000 100,000 100,000 5,473 7,122 9,235 5,113 6,762 8,875
8 100,000 100,000 100,000 6,128 8,251 11,089 5,888 8,011 10,849
9 100,000 100,000 100,000 6,734 9,395 13,105 6,614 9,275 12,985
10 100,000 100,000 100,000 7,283 10,545 15,295 7,283 10,545 15,295
15 100,000 100,000 100,000 11,411 19,155 33,052 11,411 19,155 33,052
20 100,000 100,000 100,000 11,790 26,863 61,053 11,790 26,863 61,053
</TABLE>
The values will change if premiums are paid in different amounts or
frequencies.
The investment results are an example only and are not a representation of
past or future investment results. Actual investment results may be more or less
than those shown.
27
<PAGE>
ADDITIONAL INFORMATION
A general overview of the Policy appears at pages 1 - 27. The additional
information that follows gives more details, but generally does not repeat what
is set forth above.
Page to
See in this
Contents of Additional Information Prospectus
AGL.............................................................. 28
Separate Account VL-R............................................ 29
Tax Effects...................................................... 29
Voting Privileges................................................ 34
Your Beneficiary................................................. 35
Assigning Your Policy............................................ 35
More About Policy Charges........................................ 35
Effective Date of Policy and Related Transactions................ 36
More About the Death Benefit..................................... 38
More About Our Declared Fixed Interest Account Option............ 38
Distribution of the Policies..................................... 39
Payment of Policy Proceeds....................................... 40
Adjustments to Death Benefit..................................... 41
Additional Rights That We Have................................... 42
Performance Information.......................................... 43
Our Reports to Policy Owners..................................... 43
AGL's Management................................................. 43
Principal Underwriter's Management............................... 47
Legal Matters.................................................... 48
Independent Auditors ............................................ 48
Actuarial Expert................................................. 48
Services Agreement............................................... 48
Certain Potential Conflicts...................................... 49
Year 2000 Considerations......................................... 49
Special words and phrases. If you want more information about any words or
phrases that you read in this prospectus, you may wish to refer to the Index of
Words and Phrases that appears at the end of this prospectus (pages 52 and 53,
which follow all of the financial pages). That index will tell you on what page
you can read more about many of the words and phrases that we use.
AGL
We are American General Life Insurance Company ("AGL"). AGL is a stock life
insurance company organized under the laws of Texas. AGL is a successor in
interest to a company originally organized under the laws of Delaware on January
10, 1917. AGL is an indirect, wholly-owned subsidiary of American General
Corporation (formerly American General Insurance Company), a diversified
financial services
28
<PAGE>
holding company engaged primarily in the insurance business. The commitments
under the Policies are AGL's, and American General Corporation has no legal
obligation to back those commitments.
AGL is a member of the Insurance Marketplace Standards Association
("IMSA"). IMSA is a voluntary membership organization created by the life
insurance industry to promote ethical market conduct for individual life
insurance and annuity products. AGL's membership in IMSA applies only to AGL and
not its products.
Separate Account VL-R
We hold the Mutual Fund shares in which any of your accumulation value is
invested in Separate Account VL-R. Separate Account VL-R is registered as a unit
investment trust with the SEC under the Investment Company Act of 1940. We
created the separate account on May 6, 1997 under Texas law.
For record keeping and financial reporting purposes, Separate Account VL-R
is divided into 41 separate "divisions," 17 of which correspond to the 17
variable "investment options" available since the inception of the Policy. The
remaining 24 divisions, and some of these 17 divisions, represent investment
options available under other variable life policies we offer. We hold the
Mutual Fund shares in which we invest your accumulation value for an investment
option in the division that corresponds to that investment option.
The assets in Separate Account VL-R are our property. The assets in
Separate Account VL-R would be available only to satisfy the claims of owners of
the Policies, to the extent they have allocated their accumulation value to
Separate Account VL-R. Our other creditors could reach only those Separate
Account VL-R assets (if any) that are in excess of the amount of our reserves
and other contract liabilities under the Policies with respect to Separate
Account VL-R.
Tax Effects
This discussion is based on current federal income tax law and
interpretations. It assumes that the policy owner is a natural person who is a
U.S. citizen and resident. The tax effects on corporate taxpayers, non-U.S.
residents or non-U.S. citizens, may be different. This discussion is general in
nature, and should not be considered tax advice, for which you should consult a
qualified tax adviser.
General. The Policy will be treated as "life insurance" for federal income
tax purposes (a) if it meets the definition of life insurance under Section 7702
of the Internal Revenue Code of 1986, as amended (the "Code") and (b) for as
long as the investments made by the underlying Mutual Funds satisfy certain
investment diversification requirements under Section 817(h) of the Code. We
believe that the Policy will meet these requirements and that:
. the death benefit received by the beneficiary under your Policy will not
be subject to federal income tax; and
. increases in your Policy's accumulation value as a result of interest or
investment experience will not be subject to federal income tax unless
and until there is a distribution from your Policy, such as a surrender
or a partial surrender.
29
<PAGE>
Although AGL believes that the Policies are in compliance with Section 7702
of the Code, the manner in which Section 7702 should be applied to certain
features of a last survivor life insurance policy is not directly addressed by
Section 7702. In the absence of final regulations or other guidance issued under
Section 7702, there is necessarily some uncertainty whether survivor life
insurance policies, like the Platinum Investor Survivor Policies, will meet the
Section 7702 definition of a life insurance contract.
The federal income tax consequences of a distribution from your Policy can
be affected by whether your Policy is determined to be a "modified endowment
contract," as you can see from the following discussion. In all cases, however,
the character of all income that is described as taxable to the payee will be
ordinary income (as opposed to capital gain).
Testing for modified endowment contract status. Your Policy will be a
"modified endowment contract" if, at any time during the first seven Policy
years, you have paid a cumulative amount of premiums that exceeds the premiums
that would have been paid by that time under a similar fixed-benefit insurance
policy that was designed (based on certain assumptions mandated under the Code)
to provide for paid-up future benefits after the payment of seven level annual
premiums. ("Paid up" means no future premium payments would be required.) This
is called the "seven-pay" test.
Whenever there is a "material change" under a policy, the policy will
generally be (a) treated as a new contract for purposes of determining whether
the policy is a modified endowment contract and (b) subjected to a new seven-pay
period and a new seven-pay limit. The new seven-pay limit would be determined
taking into account, under a prescribed formula, the accumulation value of the
policy at the time of such change. A materially changed policy would be
considered a modified endowment contract if it failed to satisfy the new seven-
pay limit at any time during the new seven-pay period. A "material change" for
these purposes could occur as a result of a change in death benefit option. A
material change will occur as a result of an increase in your Policy's specified
amount of coverage, and certain other changes.
If your Policy's benefits are reduced during the first seven Policy years
(or within seven years after a material change), the calculated seven-pay
premium limit will be redetermined based on the reduced level of benefits and
applied retroactively for purposes of the seven-pay test. (Such a reduction in
benefits could include, for example, a decrease in the specified amount that you
request or that results from a partial surrender). If the premiums previously
paid are greater than the recalculated seven-payment premium level limit, the
Policy will become a modified endowment contract.
A life insurance policy that is received in exchange for a modified
endowment contract will also be considered a modified endowment contract.
Other effects of Policy changes. Changes made to your Policy (for example,
a decrease in specified amount that you request or that results from a partial
surrender that you request) may also have other effects on your Policy. Such
effects may include impacting the maximum amount of premiums that can be paid
under your Policy, as well as the maximum amount of accumulation value that may
be maintained under your Policy.
Taxation of pre-death distributions if your Policy is not a modified
endowment contract. As long as your Policy remains in force as a non-modified
endowment contract, a Policy loan will be treated as
30
<PAGE>
indebtedness, and no part of the loan proceeds will be subject to current
federal income tax. Interest on the loan generally will not be tax deductible.
After the first 15 Policy years, the proceeds from a partial surrender will
not be subject to federal income tax except to the extent such proceeds exceed
your "basis" in your Policy. (Your basis generally will equal the premiums you
have paid, less the amount of any previous distributions from your Policy that
were not taxable.) During the first 15 Policy years, however, the proceeds from
a partial surrender could be subject to federal income tax, under a complex
formula, to the extent that your accumulation value exceeds your basis in your
Policy.
On the maturity date or upon full surrender, any excess in the amount of
proceeds we pay (including amounts we use to discharge any Policy loan) over
your basis in the Policy, will be subject to federal income tax. In addition, if
a Policy ends after a grace period while there is a policy loan, the
cancellation of such loan and any accrued loan interest will be treated as a
distribution and could be subject to tax under the above rules. Finally, if you
make an assignment of rights or benefits under your Policy you may be deemed to
have received a distribution from your Policy, all or part of which may be
taxable.
Taxation of pre-death distributions if your Policy is a modified endowment
contract. If your Policy is a modified endowment contract, any distribution from
your Policy while any contingent insured is still living will be taxed on an
"income-first" basis. Distributions for this purpose include a loan (including
any increase in the loan amount to pay interest on an existing loan or an
assignment or a pledge to secure a loan) or partial surrender. Any such
distributions will be considered taxable income to you to the extent your
accumulation value exceeds your basis in the Policy. For modified endowment
contracts, your basis is similar to the basis described above for other
policies, except that it also would be increased by the amount of any prior loan
under your Policy that was considered taxable income to you. For purposes of
determining the taxable portion of any distribution, all modified endowment
contracts issued by the same insurer (or its affiliates) to the same owner
(excluding certain qualified plans) during any calendar year are aggregated.
A 10% penalty tax also will apply to the taxable portion of most
distributions from a policy that is a modified endowment contract. The penalty
tax will not, however, apply:
. to taxpayers 59 1/2 years of age or older;
. in the case of a disability (as defined in the Code); or
. to distributions received as part of a series of substantially equal
periodic annuity payments for the life (or life expectancy) of the
taxpayer or the joint lives (or joint life expectancies) of the taxpayer
and his or her beneficiary.
If your Policy ends after a grace period while there is a Policy loan, the
cancellation of the loan will be treated as a distribution to the extent not
previously treated as such and could be subject to tax, including the 10%
penalty tax, as described above. In addition, on the maturity date or upon a
full surrender, any excess of the proceeds we pay (including any amounts we use
to discharge any loan) over your basis in the Policy, will be subject to federal
income tax and, unless one of the above exceptions applies, the 10% penalty tax.
31
<PAGE>
Distributions that occur during a Policy year in which your Policy becomes
a modified endowment contract, and during any subsequent Policy years, will be
taxed as described in the two preceding paragraphs. In addition, distributions
from a policy within two years before it becomes a modified endowment contract
also will be subject to tax in this manner. This means that a distribution made
from a policy that is not a modified endowment contract could later become
taxable as a distribution from a modified endowment contract.
Policy lapses and reinstatements. A Policy which has lapsed may have the
tax consequences described above, even though you may b e able to reinstate that
Policy. For tax purposes, some reinstatements may be treated as the purchase of
a new insurance contract.
Taxation of Exchange Option. You can split the policy into two other single
life insurance policies under some circumstances. A policy split could have
adverse tax consequences if it is not treated as a nontaxable exchange under
Section 1035 of the Code. This could include, among other things, recognition as
taxable income an amount up to any gain in the Policy at the time of the
exchange.
Diversification. Under Section 817(h) of the Code, the Treasury Department
has issued regulations that implement investment diversification requirements.
Our failure to comply with these regulations would disqualify your Policy as a
life insurance policy under Section 7702 of the Code. If this were to occur, you
would be subject to federal income tax on the income under the Policy for the
period of the disqualification and for subsequent periods. Also, if the last
surviving contingent insured died during such period of disqualification or
subsequent periods, a portion of the death benefit proceeds would be taxable to
the beneficiary. Separate Account VL-R, through the Mutual Funds, intends to
comply with these requirements. Although we do not have direct control over the
investments or activities of the Mutual Funds, we will enter into agreements
with them requiring the Mutual Funds to comply with the diversification
requirements of the Section 817(h) Treasury Regulations.
The Treasury Department has stated that it anticipates the issuance of
guidelines prescribing the circumstances in which the ability of a policy owner
to direct his or her investment to particular Mutual Funds within Separate
Account VL-R may cause the policy owner, rather than the insurance company, to
be treated as the owner of the assets in the account. Due to the lack of
specific guidance on investor control, there is some uncertainty about when a
policy owner is considered the owner of the assets for tax purposes. If you were
considered the owner of the assets of Separate Account VL-R, income and gains
from the account would be included in your gross income for federal income tax
purposes. Under current law, however, we believe that AGL, and not the owner of
a Policy, would be considered the owner of the assets of Separate Account VL-R.
Estate and generation skipping taxes. If the last surviving contingent
insured is the Policy's owner, the death benefit under th e Policy will
generally be includable in the owner's estate for purposes of federal estate
tax. If the owner is not the last surviving contingent insured, under certain
conditions, only an amount approximately equal to the cash surrender value of
the Policy would be includable. The federal estate tax is integrated with the
federal gift tax under a unified rate schedule and unified credit. The Taxpayer
Relief Act of 1997 gradually raises the credit to $1,000,000. In addition, an
unlimited marital deduction may be available for federal estate tax purposes.
As a general rule, if a "transfer" is made to a person two or more
generations younger than the Policy's owner, a generation skipping tax may be
payable at rates similar to the maximum estate tax rate in effect
32
<PAGE>
at the time. The generation skipping tax provisions generally apply to
"transfers" that would be subject to the gift and estate tax rules. Individuals
are generally allowed an aggregate generation skipping tax exemption of $1
million. Because these rules are complex, you should consult with a qualified
tax adviser for specific information, especially where benefits are passing to
younger generations.
The particular situation of each policy owner, contingent insured or
beneficiary will determine how ownership or receipt of Policy proceeds will be
treated for purposes of federal estate and generation skipping taxes, as well as
state and local estate, inheritance and other taxes.
Life insurance in split dollar arrangements. The IRS has released a
technical advice memorandum ("TAM") on the taxability of insurance policies used
in certain split dollar arrangements. A TAM provides advice as to the internal
revenue laws, regulations, and related statutes with respect to a specified set
of facts and a specified taxpayer. In the TAM, among other things, the IRS
concluded that an employee was subject to current taxation on the excess of the
cash surrender value of the policy over the premiums to be returned to the
employer. Purchasers of life insurance policies to be used in split dollar
arrangements are strongly advised to consult with a qualified tax adviser to
determine the tax treatment resulting from such an arrangement.
Pension and profit-sharing plans. If a life insurance policy is purchased
by a trust or other entity that forms part of a pensio n or profit-sharing plan
qualified under Section 401(a) of the Code for the benefit of participants
covered under the plan, the federal income tax treatment of such policies will
be somewhat different from that described above.
The reasonable net premium cost for such amount of insurance that is
purchased as part of a pension or profit-sharing plan is required to be included
annually in the plan participant's gross income. This cost (generally referred
to as the "P.S. 58" cost) is reported to the participant annually. If the plan
participant dies while covered by the plan and the policy proceeds are paid to
the participant's beneficiary, then the excess of the death benefit over the
policy's accumulation value will not be subject to federal income tax. However,
the policy's accumulation value will generally be taxable to the extent it
exceeds the participant's cost basis in the policy. The participant's cost basis
will generally include the costs of insurance previously reported as income to
the participant. Special rules may apply if the participant had borrowed from
the policy or was an owner-employee under the plan.
There are limits on the amounts of life insurance that may be purchased on
behalf of a participant in a pension or profit-sharin g plan. Complex rules, in
addition to those discussed above, apply whenever life insurance is purchased by
a tax qualified plan. You should consult a qualified tax adviser.
Other employee benefit programs. Complex rules may also apply when a policy
is held by an employer or a trust, or acquired by an employee, in connection
with the provision of other employee benefits. These policy owners must consider
whether the policy was applied for by or issued to a person having an insurable
interest under applicable state law and with both contingent insureds' consent.
The lack of an insurable interest or consent may, among other things, affect the
qualification of the policy as life insurance for federal income tax purposes
and the right of the beneficiary to receive a death benefit.
ERISA. Employers and employer-created trusts may be subject to reporting,
disclosure and fiduciary obligations under the Employe e Retirement Income
Security Act of 1974, as amended. You should consult a qualified legal adviser.
33
<PAGE>
Our taxes. We report the operations of Separate Account VL-R in our federal
income tax return, but we currently pay no income ta x on Separate Account VL-
R's investment income and capital gains, because these items are, for tax
purposes, reflected in our variable life insurance policy reserves. We currently
make no charge to any Separate Account VL-R division for taxes. We reserve the
right to make a charge in the future for taxes incurred; for example, a charge
to Separate Account VL-R for income taxes we incur that are allocable to the
Policy.
We may have to pay state, local or other taxes in addition to applicable
taxes based on premiums. At present, these taxes are no t substantial. If they
increase, we may make charges for such taxes when they are attributable to
Separate Account VL-R or allocable to the Policy.
Certain Mutual Funds in which your accumulation value is invested may elect
to pass through to AGL taxes withheld by foreign taxing jurisdictions on foreign
source income. Such an election will result in additional taxable income and
income tax to AGL. 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 AGL.
When we withhold income taxes. Generally, unless you provide us with an
election to the contrary before we make the distribution , we are required to
withhold income tax from any proceeds we distribute as part of a taxable
transaction under your Policy. In some cases, where generation skipping taxes
may apply, we may also be required to withhold for such taxes unless we are
provided satisfactory written notification that no such taxes are due.
In the case of non-resident aliens who own a Policy, the withholding rules
may be different. With respect to distributions from modified endowment
contracts, non-resident aliens are generally subject to federal income tax
withholding at a statutory rate of 30% of the distributed amount. In some cases,
the non-resident alien may be subject to lower or even no withholding if the
United States has entered into a tax treaty with his or her country of
residence.
Tax changes. The U.S. Congress frequently considers legislation that, if
enacted, could change the tax treatment of life insurance policies. In addition,
the Treasury Department may amend existing regulations, issue regulations on the
qualification of life insurance and modified endowment contracts, or adopt new
interpretations of existing law. State and local tax law or, if you are not a
U.S. citizen and resident, foreign tax law, may also affect the tax consequences
to you, the insured person or your beneficiary, and are subject to change. Any
changes in federal, state, local or foreign tax law or interpretation could have
a retroactive effect. We suggest you consult a qualified tax adviser.
Voting Privileges
We are the legal owner of the Funds' shares held in Separate Account VL-R.
However, you may be asked to instruct us how to vote the Fund shares held in the
various Mutual Funds and attributable to your Policy at meetings of shareholders
of the Funds. The number of votes for which you may give directions will be
determined as of the record date for the meeting. The number of votes that you
may direct related to a particular Fund is equal to (a) your accumulation value
invested in that Fund divided by (b) the net asset value of one share of that
Fund. Fractional votes will be recognized.
34
<PAGE>
We will vote all shares of each Fund that we hold of record, including any
shares we own on our own behalf, in the same proportions as those shares for
which we have received instructions from owners participating in that Fund
through Separate Account VL-R.
If you are asked to give us voting instructions, we will send you the proxy
material and a form for providing such instructions. Should we determine that we
are no longer required to send the owner such materials, we will vote the shares
as we determine in our sole discretion.
In certain cases, we may disregard instructions relating to changes in a
Fund's investment manager or its investment policies. We will advise you if we
do and explain the reasons in our next report to policy owners. AGL reserves the
right to modify these procedures in any manner that the laws in effect from time
to time allow.
Your Beneficiary
You name your beneficiary when you apply for a Policy. The beneficiary is
entitled to the insurance benefits of the Policy. You may change the beneficiary
during the lifetime of either contingent insured. We also require the consent of
any irrevocably named beneficiary. A new beneficiary designation is effective as
of the date you sign it, but will not affect any payments we may make before we
receive it. If no beneficiary is living when the last surviving contingent
insured dies, we will pay the insurance proceeds to the owner or the owner's
estate.
Assigning Your Policy
You may assign (transfer) your rights in a Policy to someone else as
collateral for a loan or for some other reason. We will not be bound by an
assignment unless it is received in writing. You must provide us with two copies
of the assignment. We are not responsible for any payment we make or any action
we take before we receive a complete notice of the assignment in good order. We
are also not responsible for the validity of the assignment. An absolute
assignment is a change of ownership. Because there may be unfavorable tax
consequences, including recognition of taxable income and the loss of income
tax-free treatment for any death benefit payable to the beneficiary, you should
consult a qualified tax adviser before making an assignment.
More About Policy Charges
Purpose of our charges. The charges under the Policy are designed to cover,
in total, our direct and indirect costs of selling, administering and providing
benefits under the Policy. They are also designed, in total, to compensate us
for the risks we assume and services that we provide under the Policy. These
include:
. mortality risks (such as the risk that contingent insureds will, on
average, die before we expect, thereby increasing the amount of claims we
must pay);
. sales risks (such as the risk that the number of Policies we sell and the
premiums we receive net of withdrawals, are less than we expect, thereby
depriving us of expected economies of scale);
35
<PAGE>
. regulatory risks (such as the risk that tax or other regulations may be
changed in ways adverse to issuers of variable life insurance policies);
and
. expense risks (such as the risk that the costs of administrative services
that the Policy requires us to provide will exceed what we currently
project).
The current monthly insurance charge has been designed primarily to provide
funds out of which we can make payments of death benefits under the Policy as
the last surviving contingent insured dies.
If the charges that we collect from the Policy exceed our total costs in
connection with the Policy, we will earn a profit. Otherwise we will incur a
loss.
Although the paragraphs above describe the primary purposes for which
charges under the Policies have been designed, these purposes are subject to
considerable change over the life of a Policy. We can retain or use the revenues
from any charge for any purpose.
Gender neutral policies. Congress and the legislatures of various states
have from time to time considered legislation that would require insurance rates
to be the same for males and females of the same age, premium class and tobacco
user status. In addition, employers and employee organizations should consider,
in consultation with counsel, the impact of Title VII of the Civil Rights Act of
1964 on the purchase of life insurance policies in connection with an
employment-related insurance or benefit plan. In a 1983 decision, the United
States Supreme Court held that, under Title VII, optional annuity benefits under
a deferred compensation plan could not vary on the basis of gender. In general,
we do not offer the Platinum Investor Survivor Policy for sale in situations
which, under current law, require gender-neutral premiums or benefits.
Cost of insurance rates. Because of specified amount increases, different
cost of insurance rates may apply to different increments of specified amount
under your Policy. If so, we attribute your accumulation value proportionately
to each increment of specified amount to compute our net amount at risk. See
"Monthly insurance charge" on page 7.
Certain arrangements. Each of the distributors or advisers of the Mutual
Funds listed on page 1 of this prospectus makes certain payments to us, on a
quarterly basis, for certain administrative, Policy, and policy owner support
expenses. These amounts will be reasonable for the services performed and are
not designed to result in a profit. These amounts are paid by the distributors
or the advisers, and will not be paid by the Mutual Funds, the divisions or
Policy owners. No payments have yet been made under these arrangements, because
the number of Policies issued does not require a payment.
Effective Date of Policy and Related Transactions
Valuation dates, times, and periods. We compute values under a Policy on
each day that the New York Stock Exchange is open for business. We call each
such day a "valuation date" or a "business day."
We compute policy values as of 3:00 p.m., Central time, on each valuation
date. We call this our "close of business." We call the time from the close of
business on one valuation date to the close of business of the next valuation
date a "valuation period."
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<PAGE>
Date of receipt. Generally we consider that we have received a premium
payment or another communication from you on the day we actually receive it in
full and proper order at our Home Office. If we receive it after the close of
business on any valuation date, however, we consider that we have received it on
the day following that valuation date.
Commencement of insurance coverage. After you apply for a Policy, it can
sometimes take up to several weeks for us to gather and evaluate all the
information we need to decide whether to issue a Policy to you and, if so, what
the contingent insureds' premium classes should be. We will not pay a death
benefit under a Policy unless (a) it has been delivered to and accepted by the
owner and at least the initial premium has been paid, and (b) at the time of
such delivery and payment, there have been no adverse developments in the
contingent insureds' health or risk of death. However, if you pay at least the
minimum first premium payment with your application for a Policy, we will
provide temporary coverage of up to $300,000 provided the contingent insureds
meet certain medical and risk requirements. The terms and conditions of this
coverage are described in our "Limited Temporary Life Insurance Agreement." You
can obtain a copy from our Home Office by writing to the address shown on the
first page of this prospectus or from your AGL representative.
Date of issue; Policy months and years. We prepare the Policy only after we
approve an application for a Policy and assign an appropriate premium class. The
day we begin to deduct charges will appear on page 3 of your Policy and is
called the "Date of Issue." Policy months and years are measured from the date
of issue. To preserve a younger age at issue for the contingent insureds, we may
assign a date of issue to a Policy that is up to 6 months earlier than otherwise
would apply.
Monthly deduction days. Each charge that we deduct monthly is assessed
against your accumulation value at the close of business on the date of issue
and at the end of each subsequent valuation period that includes the first day
of a Policy month. We call these "monthly deduction days."
Commencement of investment performance. We begin to credit an investment
return to the accumulation value resulting from your initial premium payment on
the later of (a) the date of issue, or (b) the date all requirements needed to
place the Policy in force have been satisfied, including underwriting approval
and receipt in the Home Office of the necessary premium. In the case of a back-
dated Policy, we do not credit an investment return to the accumulation value
resulting from your initial premium payment until the date stated in (b) above.
Effective date of other premium payments and requests that you make.
Premium payments (after the first) and transactions made in response to your
requests and elections are generally effected at the end of the valuation period
in which we receive the payment, request or election and based on prices and
values computed as of that same time. Exceptions to this general rule are as
follows:
. Increases you request in the specified amount of insurance,
reinstatements of a Policy that has lapsed, and changes in death benefit
option take effect on the Policy's monthly deduction day on or next
following our approval of the transaction;
. We may return premium payments, make a partial surrender or reduce the
death benefit if we determine that such premiums would cause your Policy
to become a modified endowment contract or to cease to qualify as life
insurance under federal income tax law or exceed the maximum net amount
at risk;
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<PAGE>
. If you exercise the right to return your Policy described on the second
page of this prospectus, your coverage will end when you mail us your
Policy or deliver it to your AGL representative; and
. If you pay a premium in connection with a request which requires our
approval, your payment will be applied when received rather than
following the effective date of the change requested so long as your
coverage is in force and the amount paid will not cause you to exceed
premium limitations under the Code. If we do not approve your request, no
premium will be refunded to you except to the extent necessary to cure
any violation of the maximum premium limitations under the Code. We will
not apply this procedure to premiums you pay in connection with
reinstatement requests.
More About the Death Benefit
Base coverage and supplemental coverage. The amount of insurance coverage
you select at the time you apply to purchase a Policy is called the specified
amount. The specified amount is the total of two types of coverage: your "base
coverage" and "supplemental coverage," if any, that you select. You decide how
much base coverage and how much supplemental coverage you want, as long as the
total is not less than the minimum of $100,000 and at least 10% of the total is
base coverage when you purchase the Policy or when you request a Policy
increase. You can choose to have only base coverage. You can use the mix of base
and supplemental coverage to emphasize your own objectives. Here are the
features about supplemental coverage that differ from base coverage:
. There are no surrender charges;
. The monthly insurance charge for supplemental coverage is always equal to
or less than the monthly insurance charge for an equivalent amount of
base coverage; and
. We do not collect the monthly charge for each $1,000 of specified amount
that is attributable to supplemental coverage.
Generally, if you choose supplemental coverage instead of base coverage, you
will reduce your total charges and increase your accumulation value on a current
charge basis. The more supplemental coverage you elect, the greater will be the
amount of the reduction in charges and increase in accumulation value, on a
current charge basis. Policy owner objectives differ. Therefore, before deciding
how much, if any, supplemental coverage you should have, you should discuss with
your AGL representative what you believe to be your own objectives. Your
representative can provide you with further information and Policy illustrations
showing how your selection of base and supplemental coverage can affect your
Policy values under different assumptions. You can then decide what is to be
your mix of base and supplemental coverage.
More About Our Declared Fixed Interest Account Option
Our general account. Our general account assets are all of our assets that
we do not hold in legally segregated separate accounts. Our general account
supports our obligations to you under your Policy's declared fixed interest
account option. Because of applicable exemptions, no interest in this option has
been registered under the Securities Act of 1933, as amended. Neither our
general account or our declared
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<PAGE>
fixed interest account is an investment company under the Investment Company Act
of 1940. We have been advised that the staff of the SEC has not reviewed the
disclosures that are included in this prospectus for your information about our
general account or our declared fixed interest account option. Those
disclosures, however, may be subject to certain generally applicable provisions
of the federal securities laws relating to the accuracy and completeness of
statements made in prospectuses.
How we declare interest. We can at any time change the rate of interest we
are paying on any accumulation value allocated to our declared fixed interest
account option, but it will always be at an effective annual rate of at least
4%.
Under these procedures, it is likely that at any time different interest
rates will apply to different portions of your accumulation value, depending on
when each portion was allocated to our declared fixed interest account option.
Any charges, partial surrenders, or loans that we take from any accumulation
value that you have in our declared fixed interest account option will be taken
from each portion in reverse chronological order based on the date that
accumulation value was allocated to this option.
Distribution of the Policies
American General Securities Incorporated ("AGSI") is the principal
underwriter of the Policies. AGSI is a wholly-owned subsidiary of AGL. AGL, in
turn, is a wholly-owned subsidiary of American General Corporation ("American
General"). AGSI's principal office is at 2727 Allen Parkway, Houston, Texas
77019. AGSI was organized as a Texas corporation on March 8, 1983 and is a
registered broker-dealer under the Securities Exchange Act of 1934, as amended
("1934 Act") and is a member of the National Association of Securities Dealers,
Inc. ("NASD"). AGSI is also the principal underwriter for AGL's Separate
Accounts A and D, Separate Accounts USL VA-R and USL VL-R of The United States
Life Insurance Company in the City of New York ("USL"), and Separate Account E
of American General Life Insurance Company of New York ("AGNY"). USL is an
affiliate of AGL and AGNY is a wholly-owned subsidiary of AGL. These separate
accounts are registered investment companies. AGSI, as the principal
underwriter, is not paid any fees on the Policies.
We and AGSI have sales agreements with various broker-dealers and banks
under which the Policies will be sold by registered representatives of the
broker-dealers or employees of the banks. These registered representatives and
employees are also required to be authorized under applicable state regulations
as life insurance agents to sell variable life insurance. The broker-dealers are
ordinarily required to be registered with the SEC and must be members of the
NASD.
We pay compensation directly to broker-dealers and banks for promotion and
sales of the Policies. AGSI also has its own registered representatives who will
sell the Policies, and we will pay compensation to AGSI for these sales.
The compensation payable to broker-dealers or banks for sales of the
Policies may vary with the sales agreement, but is generally not expected to
exceed:
. 90% of the premiums paid in the first Policy year up to a "target"
amount;
. 3% of the premiums not in excess of the target amount paid in each of
Policy years two through 10;
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<PAGE>
. 3% of the premiums in excess of the target amount paid in each of
Policy years one through 10;
. 1.5% of the premiums paid in each Policy year after Policy year 10;
. 0.20% of the Policy's accumulation value (reduced by any outstanding
loans) in the investment options in each of Policy years two through 30;
and
. 0.10% of the Policy's accumulation value (reduced by any outstanding
loans) in the investment options in each Policy year after Policy year
30.
The target amount is an amount of level annual premium that would be
necessary to support the benefits under your Policy, based on certain
assumptions that we believe are reasonable. For this purpose, we exclude any
supplemental coverage and, therefore, the target premium is reduced
proportionately by the amount of supplemental coverage.
The maximum value of any alternative amounts we may pay for sales of the
Policies is expected to be equivalent over time to the amounts described above.
For example, we may pay a broker-dealer compensation in a lump sum which will
not exceed the aggregate compensation described above.
We pay a comparable amount of compensation to the broker-dealers or banks
with respect to any increase in the specified amount o f coverage that you
request. In addition, we may pay broker-dealers or banks expense allowances,
bonuses, wholesaler fees and training allowances.
We pay the compensation directly to AGSI or any other selling broker-dealer
firm or bank. We pay the compensation from our own resources which does not
result in any additional charge to you that is not described beginning on page
6. Each broker-dealer firm or bank, in turn, may compensate its registered
representative or employee who acts as agent in selling you a Policy.
We sponsor a non-qualified deferred compensation plan ("Plan") for our
insurance agents. Some of our agents are registered representatives of AGSI and
sell the Policies. These agents may, subject to regulatory approval, receive
benefits under the Plan when they sell the Policies. The benefits are deferred
and the Plan terms may result in the agent never receiving the benefits. The
Plan provides for a varying amount of benefits annually. We have the right to
change the Plan in ways that affect the amount of benefits earned each year.
Payment of Policy Proceeds
General. We will pay any death benefit, maturity benefit, cash surrender
value or loan proceeds within seven days after we receive the last required form
or request (and any other documents that may be required for payment of a death
benefit). If we do not have information about the desired manner of payment
within 60 days after the date we receive notification of the insured person's
death, we will pay the proceeds as a single sum, normally within seven days
thereafter.
Delay of declared fixed interest account option proceeds. We have the
right, however, to defer payment or transfers of amounts out of our declared
fixed interest account option for up to six months. If we delay more than 30
days in paying you such amounts, we will pay interest of at least 3% a year from
the date we receive all items we require to make the payment.
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<PAGE>
Delay for check clearance. We reserve the right to defer payment of that
portion of your accumulation value that is attributable to a payment made by
check for a reasonable period of time (not to exceed 15 days) to allow the check
to clear the banking system.
Delay of Separate Account VL-R proceeds. We reserve the right to defer
payment of any death benefit, loan or other distribution that comes from that
portion of your accumulation value that is allocated to Separate Account VL-R,
if:
. the New York Stock Exchange is closed other than customary weekend and
holiday closings, or trading on the New York Stock Exchange is
restricted;
. an emergency exists, as a result of which disposal of securities is not
reasonably practicable or it is not reasonably practicable to fairly
determine the accumulation value; or
. the SEC by order permits the delay for the protection of owners.
Transfers and allocations of accumulation value among the investment
options may also be postponed under these circumstances. If we need to defer
calculation of Separate Account VL-R values for any of the foregoing reasons,
all delayed transactions will be processed at the next values that we do
compute.
Delay to challenge coverage. We may challenge the validity of your
insurance Policy based on any material misstatements in your application or any
application for a change in coverage. However,
. We cannot challenge the Policy after it has been in effect, during either
contingent insured's lifetime, for two years from the dat e the Policy
was issued or restored after termination. (Some states may require that
we measure this time in some other way.)
. We cannot challenge any Policy change that requires evidence of
insurability (such as an increase in specified amount) after the change
has been in effect for two years during either contingent insured's
lifetime.
Adjustments to Death Benefit
Suicide. If either contingent insured commits suicide during the first two
Policy years, we will limit the death benefit proceeds to the total of all
premiums that have been paid to the time of death minus any outstanding Policy
loans (plus credit for any unearned interest) and any partial surrenders.
A new two year period begins if you increase the specified amount. You can
increase the specified amount only if both contingent insureds are living at the
time of the increase. In this case, if either contingent insured commits suicide
during the first two years following the increase, we will refund the monthly
insurance deductions attributable to the increase. The death benefit will then
be based on the specified amount in effect before the increase.
Some states require that we compute these periods for noncontestability
differently following a suicide.
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<PAGE>
Wrong age or gender. If the age or gender of either contingent insured was
misstated on your application for a Policy (or for any increase in benefits), we
will adjust any death benefit to be what the monthly insurance charge deducted
for the current month would have purchased based on the correct information.
Death during grace period. We will deduct from the insurance proceeds any
monthly charges that remain unpaid because the last surviving contingent insured
died during a grace period.
Additional Rights That We Have
We have the right at any time to:
. transfer the entire balance in an investment option in accordance with
any transfer request you make that would reduce your accumulation value
for that option to below $500;
. transfer the entire balance in proportion to any other investment options
you then are using, if the accumulation value in an investment option is
below $500 for any other reason;
. end the automatic rebalancing feature if your accumulation value falls
below $5,000;
. change the underlying Mutual Fund that any investment option uses;
. add, delete or limit investment options, combine two or more investment
options, or withdraw assets relating to the Policies from one investment
option and put them into another;
. operate Separate Account VL-R under the direction of a committee or
discharge such a committee at any time;
. change our underwriting and premium class guidelines;
. operate Separate Account VL-R, or one or more investment options, in any
other form the law allows, including a form that allows us to make direct
investments. Separate Account VL-R may be charged an advisory fee if its
investments are made directly rather than through another investment
company. In that case, we may make any legal investments we wish; or
. make other changes in the Policy that in our judgment are necessary or
appropriate to ensure that the Policy continues to qualify for tax
treatment as life insurance, or that do not reduce any cash surrender
value, death benefit, accumulation value, or other accrued rights or
benefits.
You will be notified as required by law if there are any material changes
in the underlying investments of an investment option that you are using. We
intend to comply with all applicable laws in making any changes and, if
necessary, we will seek policy owner approval.
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<PAGE>
Performance Information
From time to time, we may quote performance information for the divisions
of Separate Account VL-R in advertisements, sales literature, or reports to
owners or prospective investors.
We may quote performance information in any manner permitted under
applicable law. We may, for example, present such information as a change in a
hypothetical owner's cash value or death benefit. We also may present the yield
or total return of the division based on a hypothetical investment in a Policy.
The performance information shown may cover various periods of time, including
periods beginning with the commencement of the operations of the division or the
Mutual Funds in which it invests. The performance information shown may reflect
the deduction of one or more charges, such as the premium charge, and we
generally expect to exclude costs of insurance charges because of the individual
nature of these charges.
We may compare a division's performance to that of other variable life
separate accounts or investment products, as well as to generally accepted
indices or analyses, such as those provided by research firms and rating
services. In addition, we may use performance ratings that may be reported
periodically in financial publications, such as Money Magazine, Forbes, Business
Week, Fortune, Financial Planning and The Wall Street Journal. We also may
advertise ratings of AGL's financial strength or claims-paying ability as
determined by firms that analyze and rate insurance companies and by nationally
recognized statistical rating organizations.
Performance information for any division reflects the performance of a
hypothetical Policy and is not illustrative of how actual investment performance
would affect the benefits under your Policy. You should not consider such
performance information to be an estimate or guarantee of future performance.
Our Reports to Policy Owners
Shortly after the end of each Policy year, we will mail you a report that
includes information about your Policy's current death benefit, accumulation
value, cash surrender value and policy loans. We will send you notices to
confirm premium payments, transfers and certain other Policy transactions. We
will mail to you at your last known address of record, these and any other
reports and communications required by law. You should give us prompt written
notice of any address change.
AGL's Management
The directors, executive officers, and (to the extent responsible for
variable life operations) the other principal officers of AGL are listed below.
<TABLE>
<CAPTION>
<S> <C>
Name Business Experience Within Past Five Years
- --------------------- ------------------------------------------------------------------------------------------------
Rodney O. Martin, Jr. Senior Chairman of the Board of American General Life Insurance Company since April 1999 and a
Director since August 1996. President and CEO (August 1996-July 1998). President of American
General Life Insurance Company of New York (November 1995-August 1996). Vice President Agencies,
with Connecticut Mutual Life Insurance Company, Hartford, Connecticut (1990-1995).
</TABLE>
43
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Donald W. Britton Director and Vice Chairman of the Board of American General Life Insurance Company since April
1999. President of First Colony Life, Lynchburg, Virginia (1996 - April 1997) and Executive Vice
President of First Colony Life (1992 - 1996).
Ronald H. Ridlehuber Director, President and Chief Executive Officer of American General Life Insurance Company since
July 1998. Senior Vice President and Chief Marketing Officer of Jefferson-Pilot Life Insurance
Company in Greensboro, North Carolina (1993-1998).
David A. Fravel Director of American General Life Insurance Company since November 1996. Elected Executive Vice
President in April 1998. Previously held position of Senior Vice President of American General
Life Insurance Company since November 1996. Senior Vice President of Massachusetts Mutual,
Springfield, Missouri (March 1996-June 1996); Vice President, New Business, Connecticut Mutual
Life Insurance Company, Hartford, Connecticut (December 1978-March 1996).
Robert F. Herbert, Jr. Director, Senior Vice President and Treasurer of American General Life Insurance Company since May
1996, and Controller since February 1991.
Royce G. Imhoff, II Director, Senior Vice President and Chief Marketing Officer for American General Life Insurance
Company since November 1997. Previously held various positions with American General Life
Insurance Company including Vice President since August 1996 and Regional Director since 1992.
John V. LaGrasse Director and Chief Systems Officer of American General Life Insurance Company since August 1996.
Elected Executive Vice President in July 1998. Previously held position of Senior Vice President
of American General Life Insurance Company since August 1996. Director of Citicorp Insurance
Services, Inc., Dover, Delaware (1986-1996).
Gary D. Reddick Director of American General Life Insurance Company since October 1998. Elected Executive Vice
President in April 1998. Vice Chairman since July 1997 and Executive Vice President-Administration
of The Franklin Life Insurance Company since February 1995. Senior Vice President-Administration
of American General Corporation (October 1994-February 1995). Senior Vice President for American
General Life Insurance Company (September 1986-October 1994).
Thomas M. Zurek Director and Executive Vice President of American General Life Insurance Company since April 1999.
Elected Secretary in July 1999 and General Counsel in December 1998. Previously held various
positions with American General Life Insurance Company including Senior Vice President since
December 1998 and Vice President since October 1998. In February 1998 named as Senior Vice
President and Deputy General Counsel of American General Corporation. Attorney Shareholder with
Nyemaster, Goode, Voigts, West, Hansell & O'Brien, Des Moines, Iowa (June 1992 - February 1998).
</TABLE>
44
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Paul L. Mistretta Executive Vice President of American General Life Insurance Company since July 1999. Senior Vice
President of First Colony Life Insurance, Lynchburg, Virginia (1992 - July 1999).
Brian D. Murphy Executive Vice President of American General Life Insurance Company since July 1999. Previously
held position of Senior Vice President-Insurance Operations of American General Life Insurance
Company since April 1998. Vice President-Sales, Phoenix Home Life, Hartford, CT (January
1997-April 1998). Vice President of Underwriting and Issue, Phoenix Home Life (July 1994-January
1997). Various positions with Mutual of New York, Syracuse, NY, including Agent, Agency Manager,
Marketing Life and Disability Income Underwriting Management, (1978-July 1994).
Wayne A. Barnard Senior Vice President of American General Life Insurance Company since November 1997. Previously
held various positions with American General Life Insurance Company including Vice President since
February 1991.
Robert M. Beuerlein Senior Vice President and Chief Actuary of American General Life Insurance Company since September
1999. Previously held position of Vice President of American General Life Insurance Company since
December 1998. Director, Senior Vice President and Chief Actuary of The Franklin Life Insurance
Company, Springfield, Illinois (January 1991 - June 1999).
David J. Dietz Senior Vice President - Corporate Markets Group of American General Life Insurance Company since
January 1999. President and Chief Executive Officer - Individual Insurance Operations of The
United States Life Insurance Company in the City of New York since September, 1997. President of
Prudential Select Life, Newark, New Jersey (August 1990 - September 1997).
Barbara J. Fossum Senior Vice President of American General Life Insurance Company since July 1999. Previously held
position of Vice President of American General Life Insurance Company since 1988.
Ross D. Friend Senior Vice President and Chief Compliance Officer of American General Life Insurance Company
since July 1998. Senior Vice President and General Counsel of The Franklin Life Insurance Company,
Springfield, Illinois (August 1996 - July 1998). Attorney-in-Charge for The Prudential Insurance
Company, Jacksonville, Florida (July 1995 - August 1996). Chief Legal Officer for Confederation
Life Insurance, Atlanta, Georgia (1982 - June 1995).
</TABLE>
45
<PAGE>
William Guterding Senior Vice President of American General Life
Insurance Company since April 1999. Senior Vice
President and Chief Underwriting Officer of The United
States Life Insurance Company in the City of New York
since October, 1980.
F. Paul Kovach, Jr. Senior Vice President-Broker Dealers for American
General Life Insurance Company since August 1997.
President and Director of American General Securities
Incorporated since October 1994. Vice President of
Chubb Securities Corporation, Concord, New Hampshire,
(February 1990-October 1994).
Simon J. Leech Senior Vice President-Houston Service Center for
American General Life Insurance Company since July
1997. Previously held various positions with American
General Life Insurance Company since 1981, including
Director of Policy Owners' Service Department in 1993,
and Vice President-Policy Administration in 1995.
JoAnn Waddell Senior Vice President - Human Resources for American
General Life Insurance Company since October 1998.
Vice President - Human Resources for American General
Corporation (1995 - October 1998) and Director,
Corporate Personnel of American General Corporation
(1993 - 1995).
Don M. Ward Senior Vice President-Variable Products-Marketing of
American General Life Insurance Company since February
1998. Vice President of Pacific Life Insurance
Company, Newport Beach, CA (1991-February 1998).
The principal business address of each person listed above is our Home
Office; except that the street number for Messrs. Ridlehuber, Fravel, LaGrasse,
Martin, Reddick, Britton, Mistretta and Zurek is 2929 Allen Parkway, the street
number for Messrs. Kovach, Ward and Friend is 2727 Allen Parkway, the street
number for Messrs. Dietz and Guterding is 125 Maiden Lane, New York, New York
and the street number for Ms. Fossum is #1 Franklin Square, Springfield,
Illinois.
46
<PAGE>
Principal Underwriter's Management
The directors and principal officers of the principal underwriter are:
<TABLE>
<CAPTION>
Position and Offices
with Underwriter,
Name and Principal American General
Business Address Securities Incorporated
- ------------------ -----------------------
<S> <C>
F. Paul Kovach, Jr. Director and Chairman,
American General Securities Incorporated President and Chief Executive Officer
2727 Allen Parkway
Houston, TX 77019
Royce G. Imhoff, II Director
American General Life Companies
2727-A Allen Parkway
Houston, Texas 77019
Rodney O. Martin, Jr. Director and Vice Chairman
American General Life Companies
2929 Allen Parkway
Houston, TX 77019
Donald W. Britton Director
American General Life Companies
2929 Allen Parkway
Houston, TX 77019
John A. Kalbaugh Vice President--
American General Life Companies Chief Marketing Officer
2727 Allen Parkway
Houston, TX 77019
Robert M. Roth Vice President -
American General Securities Incorporated Administration and Compliance,
2727 Allen Parkway Treasurer and Secretary
Houston, TX 77019
Don M. Ward Vice President
American General Life Companies
2727 Allen Parkway
Houston, TX 77019
</TABLE>
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<PAGE>
Julie A. Cotton Assistant Secretary
American General Life Companies
2727 Allen Parkway
Houston, TX 77019
Robert F. Herbert, Jr. Assistant Treasurer
American General Life Companies
2727-A Allen Parkway
Houston, Texas 77019
K. David Nunley Assistant Associate Tax Officer
2727-A Allen Parkway
Houston, TX 77019
Legal Matters
We are not involved in any legal proceedings that would be considered
material with respect to a policy owner's interest in Separate Account VL-R.
Pauletta P. Cohn, Esquire, Deputy General Counsel of the American General Life
Companies, an affiliate of AGL, has opined as to the validity of the Policies.
Independent Auditors
The financial statements of AGL included in this prospectus have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
appearing elsewhere in this prospectus. Such financial statements have been
included in this prospectus in reliance upon the report of Ernst & Young LLP
given upon the authority of such firm as experts in accounting and auditing.
Ernst & Young LLP is located at One Houston Center, 1221 McKinney, Suite 2400,
Houston, Texas 77010-2007.
Actuarial Expert
Actuarial matters have been examined by Robert M. Beuerlein who is Senior
Vice President and Chief Actuary of AGL. His opinion o n actuarial matters is
filed as an exhibit to the registration statement we have filed with the SEC in
connection with the Policies.
Services Agreement
American General Life Companies ("AGLC") is party to an existing general
services agreement with AGL. AGLC, an affiliate of AGL, is a corporation
incorporated in Delaware on November 24, 1997. Pursuant to this agreement, AGLC
provides services to AGL, including most of the administrative, data processing,
systems, customer services, product development, actuarial, auditing, accounting
and legal services for AGL and the Policies.
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<PAGE>
Certain Potential Conflicts
The Mutual Funds sell shares to separate accounts of insurance companies
(and may sell in the future, certain qualified plans), both affiliated and not
affiliated with AGL. We currently do not foresee any disadvantages to you
arising out of such sales. Differences in treatment under tax and other laws, as
well as other considerations, could cause the interests of various owners to
conflict. For example, violation of the federal tax laws by one separate account
investing in the Funds could cause the contracts funded through another separate
account to lose their tax-deferred status, unless remedial action were taken.
However, each Mutual Fund has advised us that its board of trustees (or
directors) intends to monitor events to identify any material irreconcilable
conflicts that possibly may arise and to determine what action, if any, should
be taken in response. If we believe that a Fund's response to any such event
insufficiently protects our policy owners, we will see to it that appropriate
action is taken to do so as well as report any material irreconcilable conflicts
that we know exist to each Mutual Fund as soon as a conflict arises. If it
becomes necessary for any separate account to replace shares of any Mutual Fund
in which it invests, that Fund may have to liquidate securities in its portfolio
on a disadvantageous basis.
Year 2000 Considerations
Internal Systems. Our ultimate parent, American General Corporation ("AGC"), has
numerous technology and non-technology systems that are managed on a
decentralized basis. AGC's Year 2000 readiness efforts have been performed by
its key business units with centralized oversight. Each business unit, including
AGL, executed a plan to minimize the risk of a significant negative impact on
its operations.
While the specifics of the plans varied, the plans included the following
activities: (1) perform an inventory of the company's information technology and
non-information technology systems; (2) assess which items in the inventory may
expose us to business interruptions due to Year 2000 issues; (3) reprogram or
replace systems that are not Year 2000 ready; (4) test systems to prove that
they will function into the next century; and (5) return the systems to
operations. As of December 31, 1999, these activities have been completed,
making our critical systems Year 2000 ready.
We continued to test our systems throughout 1999 to maintain Year 2000
readiness. In addition, we implemented plans for the century transition. These
plans included a freeze on system modifications from November 1999 through
January 2000, the creation of rapid response teams to address problems and
limiting vacations for certain business and technical personnel and establishing
Y2K command centers. In addition, AGC established Y2K command centers in Houston
and each of its locations across the country. Each command center monitored all
major business processing activities during the century transition and reported
progress to the Houston command center which coordinated the company's
nationwide Year 2000 effort. The command centers continued to operate 24 hours a
day until January 7, 2000.
On January 1, 2000, AGC announced that its Year 2000 command centers reported
that all major technology systems, programs, and applications were operating
smoothly following the transition into the 21st century. As of January 20, 2000,
we have experienced no interruptions to normal business operations, including
the processing of customer account data and transactions. We will continue to
monitor our technology systems and maintain quality customer service throughout
the transition period.
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<PAGE>
Third Party Relationships. We have relationships with various third parties who
must also be Year 2000 ready. These third parties provide (or receive) resources
and services to (or from) us and include organizations with which we exchange
information. Third parties include vendors of hardware, software, and
information services; providers of infrastructure services such as voice and
data communications and utilities for office facilities; investors; customers;
distribution channels; and joint venture partners. Third parties differ from
internal systems in that we exercise less, or no, control over such parties'
Year 2000 readiness.
We developed plans to assess and mitigate the risks associated with the
potential failure of third parties to achieve Year 2000 readiness. These plans
included the following activities: (1) identify and classify third party
dependencies; (2) research, analyze, and document Year 2000 readiness for
critical third parties; and (3) test critical hardware and software products and
electronic interfaces, and, where feasible, we have taken reasonable precautions
to protect against the receipt of non-Year 2000 ready data. Where necessary,
critical third party dependencies have been included in our contingency plans.
Contingency Plans. Our contingency planning process was designed to reduce the
risk of Year 2000-related business failures related to both internal systems and
third party relationships. The contingency plans included the following
activities: (1) evaluate the consequences of failure of critical business
processes with significant exposure to Year 2000 risk; (2) determine the
probability of a Year 2000-related failure for those critical processes that
have a high consequence of failure; (3) develop an action plan to complete
contingency plans for critical processes that rank high in consequence and
probability of failure; and (4) complete the applicable contingency plans. The
contingency plans were tested and updated throughout 1999.
Risks and Uncertainties. Based on the Year 2000 readiness of internal systems,
century transition plans, plans to deal with third party relationships,
contingency plans and the reports from the AGC command centers described above,
we believe that we will experience at most isolated and minor disruptions of
business processes due to the Year 2000 transition. Such disruptions are not
expected to have a material effect on our future results of operations,
liquidity, or financial condition. However, due to the magnitude and complexity
of this project, risks and uncertainties exist and we are not able to predict a
most reasonably likely worst case scenario. If Year 2000 readiness is not
achieved due to our failure to maintain critical systems as Year 2000 ready,
failure of critical third parties to achieve Year 2000 readiness on a timely
basis, failure of contingency plans to reduce Year 2000-related business
failures, or other unforeseen circumstances in completing its plans, the Year
2000 issues could have a material adverse impact on our operations following the
turn of the century.
Costs. Through December 31, 1999, we have incurred, and anticipate that we will
continue to incur, costs relative to achieving and maintaining Year 2000
readiness. The cost of activities related to Year 2000 readiness has not had a
material adverse effect on our results of operations or financial condition. In
addition, we have elected to accelerate the planned replacement of certain
systems as part of the Year 2000 plans. Costs of the replacement systems are
being capitalized and amortized over their useful lives, in accordance with our
normal accounting policies. None of the costs associated with Year 2000
readiness are passed to divisions of the Separate Account.
50
<PAGE>
FINANCIAL STATEMENTS
The financial statements of AGL contained in this prospectus should be
considered to bear only upon the ability of AGL to meet its obligations under
the Policies. They should not be considered as bearing upon the investment
experience of Separate Account VL-R. No financial statements of Separate Account
VL-R are included because, at the date of this prospectus, none of the Divisions
of Separate Account VL-R were available under the Policies.
<TABLE>
<CAPTION>
Page to
Consolidated Financial Statements of See in this
American General Life Insurance Company Prospectus
- --------------------------------------- ----------
<S> <C>
Unaudited consolidated Balance Sheets as of September 30, 1999.......................... Q-1
Unaudited consolidated Income Statements for the nine months
ended September 30, 1999............................................................. Q-3
Report of Ernst & Young, LLP Independent Auditors....................................... F-1
Consolidated Balance Sheets as of December 31, 1998 and 1997............................ F-2
Consolidated Income Statements for the years ended
December 31, 1998, 1997 and 1996..................................................... F-3
Consolidated Statements of Comprehensive Income
for the years ended December 31, 1998, 1997, and 1996................................ F-4
Consolidated Statements of Shareholders' Equity for the years
ended December 31, 1998, 1997 and 1996............................................... F-5
Consolidated Statements of Cash Flows for the years
ended December 31, 1998, 1997 and 1996............................................... F-6
Notes to Consolidated Financial Statements.............................................. F-7
</TABLE>
51
<PAGE>
American General Life Insurance Company
Consolidated Balance Sheet
(Unaudited)
September 30
1999
--------------
(In Thousands)
ASSETS
Investments:
Fixed maturity securities, at fair value (amortized
cost - $27,720,226) $27,539,065
Equity securities, at fair value (cost - $215,480) 245,837
Mortgage loans on real estate 1,703,850
Policy loans 1,224,130
Investment real estate 117,005
Other long-term investments 154,183
Short-term investments 484,721
-----------
Total investments 31,468,791
Cash 89,211
Investment in Parent Company (cost - $7,958) 44,254
Indebtedness from affiliates 53,756
Accrued investment income 477,429
Accounts receivable 505,368
Deferred policy acquisition costs 1,733,978
Property and equipment 74,683
Other assets 225,353
Assets held in separate accounts 18,734,868
-----------
Total assets $53,407,691
===========
Q-1
<PAGE>
American General Life Insurance Company
Consolidated Balance Sheet
(Unaudited)
September 30
1999
--------------
(In Thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Future policy benefits $29,704,115
Other policy claims and benefits payable 45,955
Other policyholders' funds 379,623
Federal income taxes 414,324
Indebtedness to affiliates 3,053
Other liabilities 1,035,653
Liabilities related to separate accounts 18,734,868
-----------
Total liabilities 50,317,591
Shareholders' equity:
Common stock, $10 par value, 600,000 shares
authorized, issued, and outstanding 6,000
Preferred stock, $100 par value, 8,500 shares
authorized, issued, and outstanding 850
Additional paid-in capital 1,369,315
Accumulated other comprehensive income (15,046)
Retained earnings 1,728,981
-----------
Total shareholders' equity 3,090,100
-----------
Total liabilities and shareholders' equity $53,407,691
===========
Q-2
<PAGE>
American General Life Insurance Company
Consolidated Income Statement
(Unaudited)
Nine months
ended
September 30
1999
--------------
(In Thousands)
Revenues:
Premiums and other considerations $ 402,583
Net investment income 1,753,914
Net realized investment gains 3,899
Other 58,530
----------
Total revenues 2,218,926
Benefits and expenses:
Benefits 1,289,534
Operating costs and expenses 367,123
Total benefits and expenses 1,656,657
----------
Income before income tax expense 562,269
Income tax expense 190,143
----------
Net income $ 372,126
==========
Q-3
<PAGE>
[ERNST & YOUNG LLP LETTERHEAD] . One Houston Center . Phone: 713 750 1500
Suite 2400 Fax: 713 750 1501
1221 McKinney
Houston, Texas 77010-2007
Report of Independent Auditors
Board of Directors and Stockholder
American General Life Insurance Company
We have audited the accompanying consolidated balance sheets of American General
Life Insurance Company (an indirectly wholly owned subsidiary of American
General Corporation) and subsidiaries as of December 31, 1998 and 1997, and the
related consolidated statements of income, comprehensive income, shareholder's
equity, and cash flows for each of the three years in the period ended
December 31, 1998. 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 disclosure 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 consolidated financial position of American General
Life Insurance Company and subsidiaries at December 31, 1998 and 1997, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1998, in conformity with generally
accepted accounting principles.
/S/ ERNST & YOUNG LLP
---------------------
February 16, 1999
Ernst & Young LLP is a member of Ernst & Young International, Ltd.
F-1
<PAGE>
American General Life Insurance Company
Consolidated Balance Sheets
<TABLE>
<CAPTION>
DECEMBER 31
1998 1997
---------------------------------
<S> <C> <C>
(In Thousands)
ASSETS
Investments:
Fixed maturity securities, at fair value (amortized cost-
$27,425,605 in 1998 and $26,131,207 in 1997) $28,906,261 $27,386,715
Equity securities, at fair value (cost - $193,368 in 1998
and $19,208 in 1997) 211,684 21,114
Mortgage loans on real estate 1,557,268 1,659,921
Policy loans 1,170,686 1,093,694
Investment real estate 119,520 129,364
Other long-term investments 86,194 55,118
Short-term investments 222,949 100,061
---------------------------------
Total investments 32,274,562 30,445,987
Cash 117,675 99,284
Investment in Parent Company (cost - $8,597 in 1998
and 1997) 54,570 37,823
Indebtedness from affiliates 161,096 96,519
Accrued investment income 459,961 433,111
Accounts receivable 196,596 208,209
Deferred policy acquisition costs 1,087,718 835,031
Property and equipment 66,197 33,827
Other assets 206,318 132,659
Assets held in separate accounts 15,616,020 11,242,270
---------------------------------
Total assets $50,240,713 $43,564,720
=================================
LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities:
Future policy benefits $29,353,022 $27,849,893
Other policy claims and benefits payable 54,278 42,677
Other policyholders' funds 398,587 398,314
Federal income taxes 677,315 543,379
Indebtedness to affiliates 18,173 4,712
Other liabilities 554,783 421,861
Liabilities related to separate accounts 15,616,020 11,242,270
---------------------------------
Total liabilities 46,672,178 40,503,106
Shareholder's equity:
Common stock, $10 par value, 600,000 shares
authorized, issued, and outstanding 6,000 6,000
Preferred stock, $100 par value, 8,500 shares authorized,
issued, and outstanding 850 850
Additional paid-in capital 1,368,089 1,184,743
Accumulated other comprehensive income 679,107 427,526
Retained earnings 1,514,489 1,442,495
---------------------------------
Total shareholder's equity 3,568,535 3,061,614
---------------------------------
Total liabilities and shareholder's equity $50,240,713 $43,564,720
=================================
</TABLE>
See accompanying notes.
F-2
<PAGE>
American General Life Insurance Company
Consolidated Statements of Income
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1998 1997 1996
----------------------------------------------------------
<S> <C> <C> <C>
(In Thousands)
Revenues:
Premiums and other considerations $ 470,238 $ 428,721 $ 382,923
Net investment income 2,316,933 2,198,623 2,095,072
Net realized investment gains (losses) (33,785) 29,865 28,502
Other 69,602 53,370 41,968
----------------------------------------------------------
Total revenues 2,822,988 2,710,579 2,548,465
Benefits and expenses:
Benefits 1,788,417 1,757,504 1,689,011
Operating costs and expenses 467,067 379,012 347,369
Interest expense 15 782 830
Litigation settlement 97,096 - -
----------------------------------------------------------
Total benefits and expenses 2,352,595 2,137,298 2,037,210
----------------------------------------------------------
Income before income tax expense 470,393 573,281 511,255
Income tax expense 153,719 198,724 176,660
----------------------------------------------------------
Net income $ 316,674 $ 374,557 $ 334,595
==========================================================
</TABLE>
See accompanying notes.
F-3
<PAGE>
American General Life Insurance Company
Consolidated Statements of Comprehensive Income
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1998 1997 1996
--------------------------------------------------------
<S> <C> <C> <C>
(In Thousands)
Net income $316,674 $374,557 $ 334,595
Other comprehensive income:
Gross change in unrealized gains (losses)
on securities (pretax: $341,000;
$318,700; ($404,900)) 222,245 207,124 (263,181)
Less: gains (losses) realized in net income (29,336) (1,251) 11,262
--------------------------------------------------------
Change in net unrealized gains (losses) on
securities (pretax: $387,000; $320,600;
($422,200) 251,581 208,375 (274,443)
-------------------------------------------------------
Comprehensive income $568,255 $582,932 $ 60,152
========================================================
</TABLE>
See accompanying notes.
F-4
<PAGE>
American General Life Insurance Company
Consolidated Statements of Shareholder's Equity
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1998 1997 1996
----------------------------------------------------------
<S> <C> <C> <C>
(In Thousands)
Common stock:
Balance at beginning of year $ 6,000 $ 6,000 $ 6,000
Change during year - - -
----------------------------------------------------------
Balance at end of year 6,000 6,000 6,000
Preferred stock:
Balance at beginning of year 850 850 850
Change during year - - -
----------------------------------------------------------
Balance at end of year 850 850 850
Additional paid-in capital:
Balance at beginning of year 1,184,743 933,342 858,075
Capital contribution from Parent
Company 182,284 250,000 75,000
Other changes during year 1,062 1,401 267
----------------------------------------------------------
Balance at end of year 1,368,089 1,184,743 933,342
Accumulated other comprehensive income:
Balance at beginning of year 427,526 219,151 493,594
Change in unrealized gains (losses) on
securities 251,581 208,375 (274,443)
----------------------------------------------------------
Balance at end of year 679,107 427,526 219,151
Retained earnings:
Balance at beginning of year 1,442,495 1,469,618 1,324,703
Net income 316,674 374,557 334,595
Dividends paid (244,680) (401,680) (189,680)
----------------------------------------------------------
Balance at end of year 1,514,489 1,442,495 1,469,618
----------------------------------------------------------
Total shareholder's equity $3,568,535 $3,061,614 $2,628,961
==========================================================
</TABLE>
See accompanying notes.
F-5
<PAGE>
American General Life Insurance Company
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
1998 1997 1996
--------------------------------------------------------------------
<S> <C> <C> <C>
(In Thousands)
OPERATING ACTIVITIES
Net income $ 316,674 $ 374,557 $ 334,595
Adjustments to reconcile net income to net cash
(used in) provided by operating activities:
Change in accounts receivable 11,613 (37,752) 3,846
Change in future policy benefits and other policy
claims (866,428) (1,143,736) (543,193)
Amortization of policy acquisition costs 125,062 115,467 102,189
Policy acquisition costs deferred (244,196) (219,339) (188,001)
Change in other policyholders' funds 273 21,639 (69,126)
Provision for deferred income tax expense 15,872 13,264 12,388
Depreciation 19,418 16,893 16,993
Amortization (26,775) (28,276) (30,758)
Change in indebtedness to/from affiliates (51,116) (8,695) 4,432
Change in amounts payable to brokers (894) 31,769 (25,260)
Net (gain) loss on sale of investments 37,016 (29,865) (28,502)
Other, net 57,307 30,409 32,111
--------------------------------------------------------------------
Net cash used in operating activities (606,174) (863,665) (378,286)
INVESTING ACTIVITIES
Purchases of investments and loans made (28,231,615) (29,638,861) (27,245,453)
Sales or maturities of investments and receipts from
repayment of loans 26,656,897 28,300,238 25,889,422
Sales and purchases of property, equipment, and
software, net (105,907) (9,230) (8,057)
--------------------------------------------------------------------
Net cash used in investing activities (1,680,625) (1,347,853) (1,364,088)
FINANCING ACTIVITIES
Policyholder account deposits 4,688,831 4,187,191 3,593,380
Policyholder account withdrawals (2,322,307) (1,759,660) (1,746,987)
Dividends paid (244,680) (401,680) (189,680)
Capital contribution from Parent 182,284 250,000 75,000
Other 1,062 1,401 267
--------------------------------------------------------------------
Net cash provided by financing activities 2,305,190 2,277,252 1,731,980
--------------------------------------------------------------------
Increase (decrease) in cash 18,391 65,734 (10,394)
Cash at beginning of year 99,284 33,550 43,944
--------------------------------------------------------------------
Cash at end of year $ 117,675 $ 99,284 $ 33,550
====================================================================
</TABLE>
Interest paid amounted to approximately $420,000, $1,004,000, and $1,080,000 in
1998, 1997, and 1996, respectively.
See accompanying notes.
F-6
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements
December 31, 1998
NATURE OF OPERATIONS
American General Life Insurance Company (the "Company") is a wholly owned
subsidiary of AGC Life Insurance Company, which is a wholly owned subsidiary of
American General Corporation (the "Parent Company"). The Company's wholly owned
life insurance subsidiaries are American General Life Insurance Company of New
York ("AGNY") and The Variable Annuity Life Insurance Company ("VALIC"). During
1998, the Company formed a new wholly owned subsidiary, American General Life
Companies (AGLC), to provide management services to certain life insurance
subsidiaries of the Parent Company.
The Company offers a complete portfolio of the standard forms of universal life,
variable universal life, interest-sensitive whole life, term life, structured
settlements, and fixed and variable annuities throughout the United States. In
addition, a variety of equity products is sold through its wholly owned
broker/dealer, American General Securities, Inc. The Company serves the estate
planning needs of middle- and upper-income households and the insurance needs of
small- to medium-sized businesses. AGNY offers a broad array of traditional and
interest-sensitive insurance, in addition to individual annuity products. VALIC
provides tax-deferred retirement annuities and employer-sponsored retirement
plans to employees of health care, educational, public sector, and other not-
for-profit organizations throughout the United States.
1. ACCOUNTING POLICIES
1.1 PREPARATION OF FINANCIAL STATEMENTS
The consolidated financial statements have been prepared in accordance with
generally accepted accounting principles ("GAAP") and include the accounts of
the Company and its wholly owned subsidiaries. Transactions with the Parent
Company and other subsidiaries of the Parent Company are not eliminated from the
financial statements of the Company. All other material intercompany
transactions have been eliminated in consolidation.
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.
F-7
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements (continued)
1. ACCOUNTING POLICIES (CONTINUED)
1.2 STATUTORY ACCOUNTING
The Company and its wholly owned life insurance subsidiaries are required to
file financial statements with state regulatory authorities. 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. The use of such
permitted practices by the Company and its wholly owned life insurance
subsidiaries did not have a material effect on statutory equity at December 31,
1998.
Statutory financial statements differ from GAAP. Significant differences were as
follows (in thousands):
<TABLE>
<CAPTION>
1998 1997 1996
------------------------------------------------------
<S> <C> <C> <C>
Net income:
Statutory net income (1998 balance is
unaudited) $ 259,903 $ 327,813 $ 284,070
Deferred policy acquisition costs and cost
of insurance purchased 116,597 103,872 85,812
Deferred income taxes (53,358) (13,264) (12,388)
Adjustments to policy reserves 52,445 (30,162) (19,954)
Goodwill amortization (2,033) (2,067) (2,169)
Net realized gain on investments 41,488 20,139 14,140
Litigation settlement (63,112) -- --
Other, net (35,256) (31,774) (14,916)
-------------------------------------------------------
GAAP net income $ 316,674 $ 374,557 $ 334,595
=======================================================
Shareholders' equity:
Statutory capital and surplus (1998 balance
is unaudited) $1,670,412 $1,636,327 $1,441,768
Deferred policy acquisition costs 1,109,831 835,031 1,042,783
Deferred income taxes (698,350) (535,703) (410,007)
Adjustments to policy reserves (274,532) (319,680) (297,434)
Acquisition-related goodwill 54,754 51,424 55,626
Asset valuation reserve ("AVR") 310,564 255,975 291,205
Interest maintenance reserve ("IMR") 27,323 9,596 63
Investment valuation differences 1,487,658 1,272,339 643,289
Surplus from separate accounts (174,447) (150,928) (106,026)
Other, net 55,322 7,233 (32,306)
-------------------------------------------------------
Total GAAP shareholders' equity $3,568,535 $3,061,614 $2,628,961
=======================================================
</TABLE>
F-8
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements (continued)
1. ACCOUNTING POLICIES (CONTINUED)
1.2 STATUTORY ACCOUNTING (CONTINUED)
The more significant differences between GAAP and statutory accounting
principles are that under GAAP: (a) acquisition costs related to acquiring new
business are deferred and amortized (generally in proportion to the present
value of expected gross profits from surrender charges and investment,
mortality, and expense margins), rather than being charged to operations as
incurred; (b) future policy benefits are based on estimates of mortality,
interest, and withdrawals generally representing the Company's experience, which
may differ from those based on statutory mortality and interest requirements
without consideration of withdrawals; (c) 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; (d) certain assets
(principally furniture and equipment, agents' debit balances, computer software,
and certain other receivables) are reported as assets rather than being charged
to retained earnings; (e) acquisitions are accounted for using the purchase
method of accounting rather than being accounted for as equity investments; and
(f) fixed maturity investments are carried at fair value rather than amortized
cost. In addition, statutory accounting principles require life insurance
companies to establish an AVR and an IMR. The AVR is designed to address the
credit-related risk for bonds, preferred stocks, derivative instruments, and
mortgages and market risk for common stocks, real estate, and other invested
assets. The IMR is composed of investment- and liability-related realized gains
and losses that result from interest rate fluctuations. These realized gains and
losses, net of tax, are amortized into income over the expected remaining life
of the asset sold or the liability released.
1.3 INSURANCE CONTRACTS
The insurance contracts accounted for in these financial statements include
primarily long-duration contracts. Long-duration contracts include traditional
whole life, endowment, guaranteed renewable term life, universal life, limited
payment, and investment contracts. Long-duration contracts generally require the
performance of various functions and services over a period of more than one
year. The contract provisions generally cannot be changed or canceled by the
insurer during the contract period; however, most new contracts written by the
Company allow the insurer to revise certain elements used in determining premium
rates or policy benefits, subject to guarantees stated in the contracts.
F-9
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements (continued)
1. ACCOUNTING POLICIES (CONTINUED)
1.4 INVESTMENTS
FIXED MATURITY AND EQUITY SECURITIES
All fixed maturity and equity securities were classified as available-for-sale
and recorded at fair value at December 31, 1998, 1997, and 1996. After adjusting
related balance sheet accounts as if the unrealized gains (losses) had been
realized, the net adjustment is recorded in accumulated other comprehensive
income within shareholders' 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.
During 1998, the Company maintained a trading portfolio of certain fixed
maturity securities. Trading securities are recorded at fair value. Unrealized
gains (losses), as well as realized gains (losses), are included in net
investment income. The Company held no trading securities at December 31, 1998,
and trading securities did not have a material effect on net investment income
in 1998.
MORTGAGE LOANS
Mortgage loans are reported at amortized cost, net of an allowance for losses.
The allowance for losses covers all non-performing loans and loans for which
management has a concern based on its assessment of risk factors, such as
potential non-payment or non-monetary default. The allowance is based on a loan-
specific review and a formula that reflects past results and current trends.
Loans for which the Company determines that collection of all amounts due under
the contractual terms is not probable are considered to be impaired. The Company
generally looks to the underlying collateral for repayment of impaired loans.
Therefore, impaired loans are considered to be collateral dependent and are
reported at the lower of amortized cost or fair value of the underlying
collateral, less estimated cost to sell.
POLICY LOANS
Policy loans are reported at unpaid principal balance.
F-10
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements (continued)
1. ACCOUNTING POLICIES (CONTINUED)
1.4 INVESTMENTS (CONTINUED)
INVESTMENT REAL ESTATE
Investment real estate is classified as held for investment or available for
sale, based on management's intent. Real estate held for investment is carried
at cost, less accumulated depreciation and impairment write-downs. Real estate
available for sale is carried at the lower of cost (less accumulated
depreciation, if applicable) or fair value less cost to sell.
INVESTMENT INCOME
Interest on fixed maturity securities and performing and restructured mortgage
loans is recorded as income when earned and is adjusted for any amortization of
premium or discount. Interest on delinquent mortgage loans is recorded as income
when received. Dividends are recorded as income on ex-dividend dates.
REALIZED INVESTMENT GAINS
Realized investment gains (losses) are recognized using the specific-
identification method.
1.5 SEPARATE ACCOUNTS
Separate Accounts are assets and liabilities associated with certain contracts,
principally annuities; for which the investment risk lies solely with the
contract holder. Therefore, the Company'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 consolidated statements of income, comprehensive
income, and cash flows. 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.
F-11
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements (continued)
1. ACCOUNTING POLICIES (CONTINUED)
1.6 DEFERRED POLICY ACQUISITION COSTS ("DPAC") AND COST OF INSURANCE PURCHASED
("CIP")
Certain costs of writing an insurance policy, including commissions,
underwriting, and marketing expenses, are deferred and reported as DPAC.
CIP represents the cost assigned to insurance contracts in force that are
acquired through the purchase of a block of business. At December 31, 1998, CIP
of $22.1 million was reported within other assets.
DPAC and CIP associated with interest-sensitive life contracts, insurance
investment contracts, and participating life insurance contracts is charged to
expense in relation to the estimated gross profits of those contracts. DPAC and
CIP 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 and CIP are adjusted for the impact on estimated future gross profits as if
net unrealized gains (losses) on securities had been realized at the balance
sheet date. The impact of this adjustment is included in accumulated other
comprehensive income within shareholder's equity.
The Company reviews the carrying amount of DPAC and CIP on at least an annual
basis. Management 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.
1.7 PREMIUM RECOGNITION
Most receipts for annuities and interest-sensitive life insurance policies are
classified as deposits instead of revenue. Revenues for these contracts consist
of mortality, expense, and surrender charges. Policy charges that compensate the
Company for future services are deferred and recognized in income over the
period earned, using the same assumptions used to amortize DPAC (see Note 1.6).
For limited-payment contracts, net premiums are recorded as revenue, and the
difference between the gross premium received and the net premium is deferred
and recognized in a constant relationship to insurance in force. For all other
contracts, premiums are recognized when due.
F-12
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements (continued)
1. ACCOUNTING POLICIES (CONTINUED)
1.8 OTHER ASSETS
Acquisition-related goodwill, which is included in other assets, is charged to
expense in equal amounts over 40 years. The carrying value of goodwill is
regularly reviewed by management for indicators of impairment in value. If facts
and circumstances suggest that goodwill is impaired, other than temporarily, the
Company assesses the fair value of the underlying assets and reduces goodwill
accordingly.
1.9 POLICY AND CONTRACT CLAIMS RESERVES
Substantially all of the Company's insurance and annuity liabilities relate to
long-duration contracts. The contracts normally cannot be changed or canceled by
the Company 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 2.5% to 13.5% at December 31, 1998.
1.10 REINSURANCE
The Company limits its exposure to loss on any single insured to $2.5 million by
ceding additional risks through reinsurance contracts with other insurers. The
Company diversifies its risk of reinsurance loss by using a number of reinsurers
that have strong claims-paying ability ratings. If the reinsurer could not meet
its obligations, the Company would reassume the liability. The likelihood of a
material reinsurance liability being reassumed by the Company is considered to
be remote.
A receivable is recorded for the portion of benefits paid and insurance
liabilities that have been reinsured. Reinsurance recoveries on ceded
reinsurance contracts were $63 million, $25 million, and $24 million during
1998, 1997, and 1996, respectively. The cost of reinsurance is recognized over
the life of the reinsured policies using assumptions consistent with those used
to account for the underlying policies.
F-13
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements (continued)
1. ACCOUNTING POLICIES (CONTINUED)
1.10 REINSURANCE
Benefits paid and future policy benefits related to ceded insurance contracts
are recorded as reinsurance receivables. The cost of reinsurance is recognized
over the life of the underlying reinsured policies using assumptions consistent
with those used to account for the underlying policies.
1.11 PARTICIPATING POLICY CONTRACTS
Participating life insurance accounted for approximately 2% of life insurance in
force at December 31, 1998 and 1997.
The portion of earnings allocated to participating policyholders that cannot be
expected to inure to shareholders is excluded from net income and shareholder's
equity. Dividends to be paid on participating life insurance contracts are
determined annually based on estimates of the contracts' earnings. Policyholder
dividends were $4.9 million in 1998.
1.12 INCOME TAXES
The Company and its life insurance subsidiaries, together with certain other
life insurance subsidiaries of the Parent Company, are included in a life/non-
life consolidated tax return with the Parent Company and its noninsurance
subsidiaries. The Company participates in a tax sharing agreement with other
companies included in the consolidated tax return. Under this agreement, tax
payments are made to the Parent Company as if the companies filed separate tax
returns; and companies incurring operating and/or capital losses are reimbursed
for the use of these losses by the consolidated return group.
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.
F-14
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements (continued)
1. ACCOUNTING POLICIES (CONTINUED)
1.12 INCOME TAXES (CONTINUED)
A valuation allowance for deferred tax assets is provided if it is more likely
than not that some portion of the deferred tax asset will not be realized. An
increase or decrease in a valuation allowance that results from a change in
circumstances that causes a change in judgment about the realizability of the
related deferred tax asset is included in income. Changes related to
fluctuations in fair value of available-for-sale securities are included in the
consolidated statements of comprehensive income and accumulated other
comprehensive income in shareholder's equity.
1.13 ACCOUNTING CHANGES
During 1998, the Company adopted Statement of Financial Accounting Standards
(SFAS) 130, Reporting Comprehensive Income, which establishes standards for
reporting and displaying comprehensive income and its components in the
financial statements. The Company elected to report comprehensive income and its
components in a separate statement of comprehensive income. Adoption of this
statement did not change recognition or measurement of net income and,
therefore, did not impact the Company's consolidated results of operations or
financial position.
Effective December 31, 1998, the Company adopted SFAS 131, Disclosures about
Segments of an Enterprise and Related Information, which changes the way
companies report segment information. With the adoption of SFAS 131, the Company
reports division earnings exclusive of goodwill amortization, net realized
investment gains, and nonrecurring items. This methodology is consistent with
the manner in which management reviews division results. Adoption of this
statement did not impact the Company's consolidated results of operations or
financial position.
In June 1998, the Financial Accounting Standards Board issued SFAS 133,
Accounting for Derivative Instruments and Hedging Activities, which requires all
derivative instruments to be recognized at fair value as either assets or
liabilities in the balance sheet. Changes in the fair value of a derivative
instrument are to be reported as earnings or other comprehensive income,
depending upon the intended use of the derivative instrument. This statement is
effective for years beginning after June 15, 1999. Adoption of SFAS 133 is not
expected to have a material impact on the Company's consolidated results of
operations or financial position.
F-15
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements (continued)
2. INVESTMENTS
2.1 INVESTMENT INCOME
Investment income by type of investment was as follows:
<TABLE>
<CAPTION>
1998 1997 1996
----------------------------------------------------------
(In Thousands)
<S> <C> <C> <C>
Investment income:
Fixed maturities $2,101,730 $1,966,528 $1,846,549
Equity securities 1,813 1,067 1,842
Mortgage loans on real estate 148,447 157,035 175,833
Investment real estate 23,139 22,157 22,752
Policy loans 66,573 62,939 58,211
Other long-term investments 3,837 3,135 2,328
Short-term investments 15,492 8,626 9,280
Investment income from affiliates 10,536 11,094 11,502
----------------------------------------------------------
Gross investment income 2,371,567 2,232,581 2,128,297
Investment expenses 54,634 33,958 33,225
----------------------------------------------------------
Net investment income $2,316,933 $2,198,623 $2,095,072
==========================================================
</TABLE>
The carrying value of investments that produced no investment income during 1998
was less than 0.2% of total invested assets. The ultimate disposition of these
investments is not expected to have a material effect on the Company's results
of operations and financial position.
F-16
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements (continued)
2. INVESTMENTS (CONTINUED)
2.2 NET REALIZED INVESTMENT GAINS (LOSSES)
Realized gains (losses) by type of investment were as follows:
<TABLE>
<CAPTION>
1998 1997 1996
--------------------------------------------------------
(In Thousands)
<S> <C> <C> <C>
Fixed maturities:
Gross gains $ 20,109 $ 42,966 $ 46,498
Gross losses (62,657) (34,456) (47,293)
--------------------------------------------------------
Total fixed maturities (42,548) 8,510 (795)
Equity securities 645 1,971 18,304
Other investments 8,118 19,384 10,993
--------------------------------------------------------
Net realized investment gains (losses)
before tax (33,785) 29,865 28,502
Income tax expense (benefit) (11,826) 10,452 9,976
--------------------------------------------------------
Net realized investment gains (losses)
after tax $(21,959) $ 19,413 $ 18,526
========================================================
</TABLE>
F-17
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements (continued)
2. INVESTMENTS (CONTINUED)
2.3 FIXED MATURITY AND EQUITY SECURITIES
All fixed maturity and equity securities are classified as available-for-sale
and reported at fair value (see Note 1.4). Amortized cost and fair value at
December 31, 1998 and 1997 were as follows:
<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAIN LOSS VALUE
------------------------------------------------------------------------------
(In Thousands)
<S> <C> <C> <C> <C>
DECEMBER 31, 1998
Fixed maturity securities:
Corporate securities:
Investment-grade $18,800,553 $1,129,504 $(26,353) $19,903,703
Below investment-grade 1,409,198 33,910 (45,789) 1,397,320
Mortgage-backed securities* 6,359,242 294,331 (870) 6,652,703
U.S. government obligations 417,822 69,321 (178) 486,965
Foreign governments 331,699 24,625 (2,437) 353,887
State and political subdivisions 86,778 4,796 (187) 91,387
Redeemable preferred stocks 20,313 - (17) 20,296
------------------------------------------------------------------------------
Total fixed maturity securities $27,425,605 $1,556,487 $(75,831) $28,906,261
==============================================================================
Equity securities $ 193,368 $ 19,426 $ (1,110) $ 211,684
==============================================================================
Investment in Parent Company $ 8,597 $ 45,973 $ - $ 54,570
==============================================================================
</TABLE>
* Primarily include pass-through securities guaranteed by and mortgage
obligations ("CMOs") collateralized by the U.S. government and government
agencies.
F-18
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements (continued)
2. INVESTMENTS (CONTINUED)
2.3 FIXED MATURITY AND EQUITY SECURITIES (CONTINUED)
<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAIN LOSS VALUE
------------------------------------------------------------------------------
(In Thousands)
<S> <C> <C> <C> <C>
DECEMBER 31, 1997
Fixed maturity securities:
Corporate securities:
Investment-grade $17,913,942 $ 906,235 $(17,551) $18,802,626
Below investment-grade 950,438 34,290 (4,032) 980,696
Mortgage-backed securities* 6,614,704 278,143 (4,260) 6,888,587
U.S. government obligations 289,406 46,529 (74) 335,861
Foreign governments 318,212 18,076 (3,534) 332,754
State and political subdivisions 44,505 1,686 -- 46,191
------------------------------------------------------------------------------
Total fixed maturity securities $26,131,207 $1,284,959 $(29,451) $27,386,715
==============================================================================
Equity securities $ 19,208 $ 2,145 $ (239) $ 21,114
==============================================================================
Investment in Parent Company $ 8,597 $ 29,226 $ -- $ 37,823
==============================================================================
</TABLE>
* Primarily include pass-through securities guaranteed by and mortgage
obligations ("CMOs") collateralized by the U.S. government and government
agencies.
F-19
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements (continued)
2. INVESTMENTS (CONTINUED)
2.3 FIXED MATURITY AND EQUITY SECURITIES (CONTINUED)
Net unrealized gains (losses) on securities included in accumulated
comprehensive income in shareholders' equity at December 31 were as follows:
<TABLE>
<CAPTION>
1998 1997
--------------------------------------------
(In Thousands)
<S> <C> <C>
Gross unrealized gains $1,621,886 $1,316,330
Gross unrealized losses (76,941) (29,690)
DPAC and other fair value adjustments (488,120) (621,867)
Deferred federal income taxes (377,718) (237,247)
--------------------------------------------
Net unrealized gains on securities $ 679,107 $ 427,526
============================================
</TABLE>
The contractual maturities of fixed maturity securities at December 31, 1998
were as follows:
<TABLE>
<CAPTION>
1998 1997
-----------------------------------------------------------------------------
AMORTIZED MARKET AMORTIZED MARKET
COST VALUE COST VALUE
-----------------------------------------------------------------------------
(In Thousands) (In Thousands)
<S> <C> <C> <C> <C>
Fixed maturity securities,
excluding mortgage-
backed securities:
Due in one year or less $ 531,496 $ 536,264 $ 205,719 $ 207,364
Due after one year
through five years 5,550,665 5,812,581 5,008,933 5,216,174
Due after five years
through ten years 9,229,980 9,747,761 9,163,681 9,604,447
Due after ten years 5,754,220 6,156,950 5,138,169 5,470,143
Mortgage-backed securities 6,359,244 6,652,705 6,614,705 6,888,587
-----------------------------------------------------------------------------
Total fixed maturity securities $27,425,605 $28,906,261 $26,131,207 $27,386,715
=============================================================================
</TABLE>
Actual maturities may differ from contractual maturities, since borrowers may
have the right to call or prepay obligations. In addition, corporate
requirements and investment strategies may result in the sale of investments
before maturity. Proceeds from sales of fixed maturities were $5.4 billion,
$14.8 billion, and $16.2 billion during 1998, 1997, and 1996, respectively.
F-20
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements (continued)
2. INVESTMENTS (CONTINUED)
2.4 MORTGAGE LOANS ON REAL ESTATE
Diversification of the geographic location and type of property collateralizing
mortgage loans reduces the concentration of credit risk. For new loans, the
Company requires loan-to-value ratios of 75% or less, based on management's
credit assessment of the borrower. The mortgage loan portfolio was distributed
as follows at December 31, 1998 and 1997:
<TABLE>
<CAPTION>
OUTSTANDING PERCENT OF PERCENT
AMOUNT TOTAL NONPERFORMING
------------------------------------------------------------------
(In Millions)
<S> <C> <C> <C>
DECEMBER 31, 1998
Geographic distribution:
South Atlantic $ 429 27.6% 0.2%
Pacific 320 20.6 10.4
Mid-Atlantic 326 20.9 4.1
East North Central 178 11.4 -
Mountain 95 6.1 -
West South Central 118 7.5 -
East South Central 46 3.0 -
West North Central 33 2.1 -
New England 25 1.6 -
Allowance for losses (13) (0.8) -
-------------------------------------
Total $ 1,557 100.00% 3.1%
=====================================
Property type:
Office $ 593 38.1% 7.0%
Retail 423 27.1 0.2
Industrial 292 18.8 -
Apartments 178 11.4 2.9
Hotel/motel 38 2.4 -
Other 46 3.0 -
Allowance for losses (13) (0.8) -
-------------------------------------
Total $ 1,557 100% 3.1%
=====================================
</TABLE>
F-21
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements (continued)
2. INVESTMENTS (CONTINUED)
2.4 MORTGAGE LOANS ON REAL ESTATE (CONTINUED)
<TABLE>
<CAPTION>
OUTSTANDING PERCENT OF PERCENT
AMOUNT TOTAL NONPERFORMING
------------------------------------------------------------------
(In Millions)
<S> <C> <C> <C>
DECEMBER 31, 1997
Geographic distribution:
South Atlantic $ 456 27.5% 1.8%
Pacific 340 20.5 14.4
Mid-Atlantic 288 17.3 -
East North Central 186 11.2 -
Mountain 151 9.1 2.7
West South Central 132 7.9 .1
East South Central 94 5.7 -
West North Central 19 1.1 -
New England 17 1.1 -
Allowance for losses (23) (1.4) -
-------------------------------------
Total $1,660 100.0% 3.6%
=====================================
Property type:
Office $ 622 37.5% 4.6%
Retail 463 27.9 3.0
Industrial 324 19.5 1.8
Apartments 223 13.4 6.1
Hotel/motel 40 2.4 -
Other 11 .7 -
Allowance for losses (23) (1.4) -
-------------------------------------
Total $1,660 100.0% 3.6%
=====================================
</TABLE>
F-22
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements (continued)
2. INVESTMENTS (CONTINUED)
2.4 MORTGAGE LOANS ON REAL ESTATE (CONTINUED)
Impaired mortgage loans on real estate and related interest income were as
follows:
<TABLE>
<CAPTION>
DECEMBER 31
1998 1997
-----------------------------------------
(In Millions)
<S> <C> <C>
Impaired loans:
With allowance* $ 13 $ 35
Without allowance - -
-----------------------------------------
Total impaired loans $ 13 $ 35
=========================================
</TABLE>
* Represents gross amounts before allowance for mortgage loan losses of $1.8
million and $10 million, respectively.
<TABLE>
<CAPTION>
1998 1997 1996
---------------------------------------------------------------
(In Millions)
<S> <C> <C> <C>
Average investment $ 24 $ 48 $ 72
Interest income earned $ - $ 3 $ 6
Interest income - cash basis $ - $ - $ 6
</TABLE>
F-23
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements (continued)
2. INVESTMENTS (CONTINUED)
2.5 INVESTMENT SUMMARY
Investments of the Company were as follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1998 DECEMBER 31, 1997
--------------------------------------------------------------------------------------------------------
CARRYING CARRYING
COST FAIR VALUE AMOUNT COST FAIR VALUE AMOUNT
--------------------------------------------------------------------------------------------------------
(In Thousands) (In Thousands)
<S> <C> <C> <C> <C> <C> <C>
Fixed maturities:
Bonds:
United States government
and government agencies
and authorities $ 417,822 $ 486,965 $ 486,965 $ 289,406 $ 335,861 $ 335,861
States, municipalities,
and political subdivisions 86,778 91,387 91,387 44,505 46,191 46,191
Foreign governments 331,699 353,887 353,887 318,212 332,754 332,754
Public utilities 1,777,172 1,895,326 1,895,326 1,848,546 1,952,724 1,952,724
Mortgage-backed securities 6,359,242 6,652,703 6,652,703 6,614,704 6,888,587 6,888,587
All other corporate bonds 18,432,579 19,405,697 19,405,697 17,015,834 17,830,598 17,830,598
Redeemable preferred stocks 20,313 20,296 20,296 - - -
--------------------------------------------------------------------------------------------------------
Total fixed maturities 27,425,605 28,906,261 28,906,261 26,131,207 27,386,715 27,386,715
Equity securities:
Common stocks:
Banks, trust, and insurance
companies - - - - - -
Industrial, miscellaneous,
and other 176,321 211,684 211,684 5,604 5,785 5,785
Nonredeemable preferred
stocks 17,047 - - 13,604 15,329 15,329
--------------------------------------------------------------------------------------------------------
Total equity securities 193,368 211,684 211,684 19,208 21,114 21,114
Mortgage loans on real
estate* 1,557,268 - 1,557,268 1,659,921 - 1,659,921
Investment real estate 119,520 - 119,520 129,364 - 129,364
Policy loans 1,170,686 - 1,170,686 1,093,694 - 1,093,694
Other long-term investments 86,194 - 86,194 55,118 - 55,118
Short-term investments 222,949 - 222,949 100,061 - 100,061
--------------------------------------------------------------------------------------------------------
Total investments $30,775,590 $ - $32,274,562 $29,188,573 $ - $30,445,987
========================================================================================================
</TABLE>
* Amount is net of allowance for losses of $13 million and $23 million at
December 31, 1996 and 1997, respectively.
F-24
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements (continued)
3. DEFERRED POLICY ACQUISITION COSTS
The balance of DPAC at December 31 and the components of the change reported in
operating costs and expenses for the years then ended were as follows:
<TABLE>
<CAPTION>
1998 1997 1996
----------------------------------------------------------
(In Thousands)
<S> <C> <C> <C>
Balance at January 1 $ 835,031 $1,042,783 $ 605,501
Capitalization 244,196 219,339 188,001
Amortization (125,062) (115,467) (102,189)
Effect of unrealized gains (losses) on
securities 133,553 (311,624) 351,470
----------------------------------------------------------
Balance at December 31 $1,087,718 $ 835,031 $1,042,783
==========================================================
</TABLE>
4. OTHER ASSETS
Other assets consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31
1998 1997
------------------------------------
(In Thousands)
<S> <C> <C>
Goodwill $ 54,754 $ 51,424
American General Corporation CBO (Collateralized Bond
Obligation) 98-1 Ltd. 9,740 -
Cost of insurance purchased ("CIP") 22,113 -
Other 119,711 81,235
------------------------------------
Total other assets $206,318 $132,659
====================================
</TABLE>
F-25
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements (continued)
4. OTHER ASSETS (CONTINUED)
A rollforward of CIP for the year ended December 31, 1998, was as follows:
<TABLE>
<CAPTION>
1998
--------------------
(In Thousands)
<S> <C>
Balance at January 1 $ --
Acquisition of business 23,915
Accretion of interest at 5.88% 733
Amortization (2,535)
--------------------
Balance at December 31 $ 22,113
====================
</TABLE>
5. FEDERAL INCOME TAXES
5.1 TAX LIABILITIES
Income tax liabilities were as follows:
<TABLE>
<CAPTION>
DECEMBER 31
1998 1997
--------------------------------------
(In Thousands)
<S> <C> <C>
Current tax (receivable) payable $ (21,035) $ 7,676
Deferred tax liabilities, applicable to:
Net income 320,632 298,456
Net unrealized investment gains 377,718 237,247
-----------------------------------------
Total deferred tax liabilities 698,350 535,703
-----------------------------------------
Total current and deferred tax liabilities $ 677,315 $ 543,379
=========================================
</TABLE>
F-26
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements (continued)
5. FEDERAL INCOME TAXES (CONTINUED)
5.1 TAX LIABILITIES (CONTINUED)
Components of deferred tax liabilities and assets at December 31 were as
follows:
<TABLE>
<CAPTION>
1998 1997
------------------------------------------
(In Thousands)
<S> <C> <C>
Deferred tax liabilities applicable to:
Deferred policy acquisition costs $ 307,025 $ 226,653
Basis differential of investments 590,661 486,194
Other 150,189 139,298
------------------------------------------
Total deferred tax liabilities 1,047,875 852,145
Deferred tax assets applicable to:
Policy reserves (212,459) (232,539)
Other (137,066) (83,903)
------------------------------------------
Total deferred tax assets before valuation
allowance (349,525) (316,442)
Valuation allowance - -
------------------------------------------
Total deferred tax assets, net of valuation
allowance (349,525) (316,442)
------------------------------------------
Net deferred tax liabilities $ 698,350 $ 535,703
==========================================
</TABLE>
A portion of life insurance income earned prior to 1984 is not taxable unless it
exceeds certain statutory limitations, is distributed as dividends, or unless
the income tax deferred status of such amount is modified by future tax
legislation. Such income, accumulated in policyholders' surplus accounts,
totaled $87.1 million at December 31, 1998. At current corporate rates, the
maximum amount of tax on such income is approximately $30.5 million. Deferred
income taxes on these accumulations are not required because no distributions
are expected.
F-27
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements (continued)
5. FEDERAL INCOME TAXES (CONTINUED)
5.2 TAX EXPENSE
Components of income tax expense for the years were as follows:
<TABLE>
<CAPTION>
1998 1997 1996
--------------------------------------------------------
(In Thousands)
<S> <C> <C> <C>
Current expense $134,344 $185,460 $164,272
Deferred expense (benefit):
Deferred policy acquisition cost 33,230 27,644 21,628
Policy reserves 2,189 (27,496) (27,460)
Basis differential of investments 11,969 3,769 4,129
Litigation settlement (33,983) -- --
Year 2000 (9,653) -- --
Other, net 15,623 9,347 14,091
--------------------------------------------------------
Total deferred expense 19,375 13,264 12,388
--------------------------------------------------------
Income tax expense $153,719 $198,724 $176,660
========================================================
</TABLE>
A reconciliation between the income tax expense computed by applying the federal
income tax rate (35%) to income before taxes and the income tax expense reported
in the financial statement is presented below.
<TABLE>
<CAPTION>
1998 1997 1996
--------------------------------------------------------
(In Thousands)
<S> <C> <C> <C>
Income tax at statutory percentage of GAAP
pretax income $164,638 $200,649 $178,939
Tax-exempt investment income (11,278) (9,493) (9,347)
Goodwill 712 723 759
Other (353) 6,845 6,309
--------------------------------------------------------
Income tax expense $153,719 $198,724 $176,660
========================================================
</TABLE>
F-28
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements (continued)
5. FEDERAL INCOME TAXES (CONTINUED)
5.3 TAXES PAID
Income taxes paid amounted to approximately $159 million, $168 million, and $182
million in 1998, 1997, and 1996, respectively.
5.4 TAX RETURN EXAMINATIONS
The Parent Company and the majority of its subsidiaries file a consolidated
federal income tax return. The Internal Revenue Service ("IRS") has completed
examinations of the Parent Company's tax returns through 1988. The IRS is
currently examining tax returns for 1989 through 1996. In addition, the tax
returns of companies recently acquired are also being examined. Although the
final outcome of any issues raised in examination is uncertain, the Parent
Company believes that the ultimate liability, including interest, will not
materially exceed amounts recorded in the consolidated financial statements.
6. TRANSACTIONS WITH AFFILIATES
Affiliated notes and accounts receivable were as follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1998 DECEMBER 31, 1997
------------------------------------------------------------------------
PAR VALUE BOOK VALUE PAR VALUE BOOK VALUE
------------------------------------------------------------------------
(In Thousands)
<S> <C> <C> <C> <C>
American General Corporation,
9-3/8%, due 2008 $ 4,725 $ 3,345 $ 4,725 $ 3,288
American General Corporation,
Promissory notes, due 2004 14,679 14,679 17,125 17,125
American General Corporation,
Restricted Subordinated
Note, 13-1/2%, due 2002 29,435 29,435 31,494 31,494
------------------------------------------------------------------------
Total notes receivable from
affiliates 48,839 47,459 53,344 51,907
Accounts receivable from
affiliates - 113,637 - 44,612
------------------------------------------------------------------------
Indebtedness from affiliates $48,839 $161,096 $53,344 $96,519
========================================================================
</TABLE>
F-29
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements (continued)
6. TRANSACTIONS WITH AFFILIATES (CONTINUED)
Various American General companies provide services to the Company, principally
mortgage servicing and investment management services, provided by American
General Investment Management Corporation on a fee basis. The Company paid
approximately $46,921,000, $33,916,000, and $22,083,000 for such services in
1998, 1997, and 1996, respectively. Accounts payable for such services at
December 31, 1998 and 1997 were not material. The Company rents facilities and
provides services on an allocated cost basis to various American General
companies. Beginning in 1998, amounts received by the Company from affiliates
include amounts received by its wholly-owned, non-life insurance subsidiary,
American General Life Companies (AGLC). AGLC provides shared services, including
technology and Year 2000-readiness, to a number of American General
Corporation's life insurance subsidiaries. The Company received approximately
$66,550,000, $6,455,000, and $1,255,000 for such services and rent in 1998,
1997, and 1996, respectively. Accounts receivable for rent and services at
December 31, 1998 and 1997 were not material.
The Company has 8,500 shares of $100 par value cumulative preferred stock
authorized and outstanding with an $80 dividend rate, redeemable at $1,000 per
share after December 31, 2000. The holder of this stock, The Franklin Life
Insurance Company ("Franklin"), an affiliated company, is entitled to one vote
per share, voting together with the holders of common stock.
During 1996, the Company's residential mortgage loan portfolio of $42 million
was sold to American General Finance, Inc., at carrying value plus accrued
interest.
7. STOCK-BASED COMPENSATION
Certain officers of the Company participate in American General Corporation's
stock and incentive plans which provide for the award of stock options,
restricted stock awards, performance awards, and incentive awards to key
employees. Stock options constitute the majority of such awards. Expense related
to stock options is measured as the excess of the market price of the stock at
the measurement date over the exercise price. The measurement date is the first
date on which both the number of shares that the employee is entitled to receive
and the exercise price are known. Under the stock option plans, no expense is
recognized, since the market price equals the exercise price at the measurement
date.
F-30
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements (continued)
7. STOCK-BASED COMPENSATION (CONTINUED)
Under an alternative accounting method, compensation expense arising from stock
options would be measured at the estimated fair value of the options at the date
of grant. Had compensation expense for the stock options been determined using
this method, net income would have been as follows:
<TABLE>
<CAPTION>
1998 1997 1996
-------------------------------------------------------
(In Thousands)
<S> <C> <C> <C>
Net income as reported $316,674 $374,557 $334,595
Net income pro forma $315,078 $373,328 $334,029
</TABLE>
The average fair values of the options granted during 1998, 1997, and 1996 were
$15.38, $10.33, and $7.07, respectively. The fair value of each option was
estimated at the date of grant using a Black-Scholes option pricing model. The
weighted average assumptions used to estimate the fair value of the stock
options were as follows:
<TABLE>
<CAPTION>
1998 1997 1996
-------------------------------------------------------
<S> <C> <C> <C>
Dividend yield 2.5% 3.0% 4.0%
Expected volatility 23.0% 22.0% 22.3%
Risk-free interest rate 5.76% 6.4% 6.2%
Expected life 6 YEARS 6 years 6 years
</TABLE>
8. BENEFIT PLANS
8.1 PENSION PLANS
The Company has non-contributory defined benefit pension plans covering most
employees. Pension benefits are based on the participant's compensation and
length of credited service.
Equity and fixed maturity securities were 56% and 30%, respectively, of the
plans' assets at the plans' most recent balance sheet dates. Additionally, 1% of
plan assets were invested in general investment accounts of the Parent Company's
subsidiaries through deposit administration insurance contracts.
F-31
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements (continued)
8. BENEFIT PLANS (CONTINUED)
8.1 PENSION PLANS (CONTINUED)
The benefit plans have purchased annuity contracts from American General
Corporation's subsidiaries to provide benefits for certain retirees. These
contracts are expected to provide future annual benefits to certain retirees of
American General Corporation and its subsidiaries of approximately $52 million.
The components of pension expense and underlying assumptions were as follows:
<TABLE>
<CAPTION>
1998 1997 1996
--------------------------------------------------------
(In Thousands)
<S> <C> <C> <C>
Service cost (benefits earned) $ 3,693 $ 1,891 $ 1,826
Interest cost 6,289 2,929 2,660
Expected return on plan assets (9,322) (5,469) (5,027)
Amortization (557) 195 4
--------------------------------------------------------
Pension (income) expense $ 103 $ (454) $ (537)
========================================================
Discount rate on benefit obligation 7.00% 7.25% 7.50%
Rate of increase in compensation levels 4.25% 4.00% 4.00%
Expected long-term rate of return on plan
assets 10.25% 10.00% 10.00%
</TABLE>
The Company's funding policy is to contribute annually no more than the maximum
deductible for federal income tax purposes. The funded status of the plans and
the prepaid pension expense included in other assets at December 31 were as
follows:
<TABLE>
<CAPTION>
1998 1997
-----------------------------------
(In Thousands)
<S> <C> <C>
Projected benefit obligation (PBO) $ 96,554 $ 43,393
Plan assets at fair value 120,898 80,102
Plan assets at fair value in excess of PBO 24,344 36,709
Other unrecognized items, net (10,176) (23,470)
-----------------------------------
Prepaid pension expense $ 14,168 $ 13,239
===================================
</TABLE>
F-32
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements (continued)
8. BENEFIT PLANS (CONTINUED)
8.1 PENSION PLANS (CONTINUED)
The change in PBO was as follows:
<TABLE>
<CAPTION>
1998 1997
---------------------------------
(In Thousands)
<S> <C> <C>
PBO at January 1 $43,393 $37,389
Service and interest costs 9,982 4,820
Benefits paid (1,954) (673)
Actuarial loss 17,089 1,810
Amendments, transfers, and acquisitions 28,044 47
---------------------------------
PBO at December 31 $96,554 $43,393
=================================
</TABLE>
The change in the fair value of plan assets was as follows:
<TABLE>
<CAPTION>
1998 1997
----------------------------------
(In Thousands)
<S> <C> <C>
Fair value of plan assets at January 1 $ 80,102 $65,158
Actual return on plan assets 12,269 14,990
Benefits paid (1,954) (673)
Acquisitions and other 30,481 627
----------------------------------
Fair value of plan assets at December 31 $120,898 $80,102
==================================
</TABLE>
POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
The Company has life, medical, supplemental major medical, and dental plans for
certain retired employees and agents. Most plans are contributory, which retiree
contributions adjusted annually to limit employer contributions to predetermined
amounts. The Company has reserved the right to change or eliminate these
benefits at any time.
F-33
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements (continued)
8. BENEFIT PLANS (CONTINUED)
8.2 POSTRETIREMENT BENEFITS OTHER THAN PENSIONS (CONTINUED)
The life plans are insured through December 31, 1999. A portion of the retiree
medical and dental plans is funded through a voluntary employees' beneficiary
association (VEBA); the remainder is unfunded and self-insured. All of the
retiree medical and dental plans' assets held in the VEBA were invested in
readily marketable securities at its most recent balance sheet date.
Postretirement benefit expense in 1998, 1997, and 1996 was $60,000, $601,000,
and $844,000, respectively. The accrued liability for postretirement benefits
was $19.2 million and $3.8 million at December 31, 1998 and 1997, respectively.
These liabilities were discounted at the same rates used for the pension plans.
9. DERIVATIVE FINANCIAL INSTRUMENTS
9.1 USE OF DERIVATIVE FINANCIAL INSTRUMENTS
The Company's use of derivative financial instruments is generally limited to
reducing its exposure to interest rate and currency exchange risk by utilizing
interest rate and currency swap agreements, and options to enter into interest
rate swap agreements (called swaptions). The Company accounts for these
derivative and financial instruments as hedges. Hedge accounting requires a high
correlation between changes in fair values or cash flows of the derivative
financial instrument and the specific item being hedged, both at inception and
throughout the life of the hedge.
9.2 INTEREST RATE AND CURRENCY SWAP AGREEMENTS
Interest rate swap agreements are used to convert specific investment securities
from a floating to a fixed rate basis, or vice versa, and to hedge against the
risk of declining interest rates on anticipated security purchases. Interest
rate swap agreements are also used to convert a portion of floating-rate
borrowings to a fixed rate and to hedge against the risk of rising interest
rates on anticipated debt issuances.
Currency swap agreements are used to convert cash flows from specific investment
securities denominated in foreign currencies into U.S. dollars at specific
exchange rates, and to hedge against currency rate fluctuation on anticipated
security purchases.
F-34
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements (continued)
9. DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED)
9.2 INTEREST RATE AND CURRENCY SWAP AGREEMENTS (CONTINUED)
The difference between amounts paid and received on swap agreements is recorded
on an accrual basis as an adjustment to net investment income or interest
expense, as appropriate, over the periods covered by the agreements. The related
amount payable to or receivable from counterparties is included in other
liabilities or assets.
The fair values of swap agreements are recognized in the consolidated balance
sheet if the hedge investments are carried at fair value or if they hedge
anticipated purchases of such investments. In this event, changes in the fair
value of a swap agreement are reported in net unrealized gains on securities
included in other accumulated comprehensive income in shareholders' equity,
consistent with the treatment of the related investment security. The fair
values of swap agreements hedging debt are not recognized in the consolidated
balance sheet.
For swap agreements hedging anticipated investment purchases or debt issuances,
the net swap settlement amount or unrealized gain or loss is deferred and
included in the measurement of the anticipated transaction when it occurs.
Swap agreements generally have terms of two to ten years. Any gain or loss from
early termination of a swap agreement is deferred and amortized into income over
the remaining term of the related investment or debt. If the underlying
investment or debt is extinguished or sold, any related gain or loss on swap
agreements is recognized in income.
F-35
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements (continued)
9. DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED)
9.2 INTEREST RATE AND CURRENCY SWAP AGREEMENTS (CONTINUED)
Interest rate and currency swap agreements related to investment securities at
December 31 were as follows:
<TABLE>
<CAPTION>
1998 1997
-----------------------------------
(Dollars in Millions)
<S> <C> <C>
Interest rate swap agreements to pay fixed rate:
Notional amount $ - $ 15
Average receive rate - 6.74%
Average pay rate - 6.48%
Interest rate swap agreements to receive fixed rate:
Notional amount $ 369 $ 144
Average receive rate 6.06% 6.89%
Average pay rate 5.48% 6.37%
Currency swap agreements (receive U.S. dollars/pay
Canadian dollars):
Notional amount (in U.S. dollars) $ 124 $ 139
Average exchange rate 1.50 1.50
</TABLE>
9.3 CALL SWAPTIONS
Options to enter into interest rate swap agreements are used to limit the
Company's exposure to reduced spreads between investment yields and interest
crediting rates should interest rates decline significantly over prolonged
periods. During such periods, the spread between investment yields and interest
crediting rates may be reduced as a result of certain limitations on the
Company's ability to manage interest crediting rates. Call swaptions allow the
Company to enter into interest rate swap agreements to receive fixed rates and
pay lower floating rates, effectively increasing the spread between investment
yields and interest crediting rates.
Premiums paid to purchase call swaptions are included in investments and are
amortized to net investment income over the exercise period of the swaptions. If
a call swaption is terminated, any gain is deferred and amortized to insurance
and annuity benefits over the expected life of the insurance and annuity
contracts and any unamortized premium is charged to income. If a call swaption
ceases to be an effective hedge, any related gain or loss is recognized in
income.
F-36
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements (continued)
9. DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED)
9.3 CALL SWAPTIONS (CONTINUED)
Swaptions at December 31 were as follows:
<TABLE>
<CAPTION>
1998 1997
----------------------------------
(Dollars in Billions)
<S> <C> <C>
Call swaptions:
Notional amount $1.76 $1.35
Average strike rate 3.97% 4.81%
Put swaptions:
Notional amount $1.05 $ -
Average strike rate 8.33% -
</TABLE>
9.4 CREDIT AND MARKET RISK
Derivative financial instruments expose the Company to credit risk in the event
of non-performance by counterparties. The Company limits this exposure by
entering into agreements with counterparties having high credit ratings and by
regularly monitoring the ratings. The Company does not expect any counterparty
to fail to meet its obligation; however, non-performance would not have a
material impact on the Company's consolidated results of operations or financial
position.
The Company's exposure to market risk is mitigated by the offsetting effects of
changes in the value of the agreements and the related items being hedged.
F-37
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements (continued)
10. FAIR VALUE OF FINANCIAL INSTRUMENTS
Carrying amounts and fair values for certain of the Company'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 the Company's assets and liabilities,
and (2) the reporting of investments at fair value without a corresponding
evaluation of related policyholders liabilities can be misinterpreted.
<TABLE>
<CAPTION>
1998 1997
--------------------------------------------------------------------------------
FAIR CARRYING FAIR CARRYING
VALUE AMOUNT VALUE AMOUNT
--------------------------------------------------------------------------------
(In Millions) (In Millions)
<S> <C> <C> <C> <C>
Assets:
Fixed maturity and equity
securities * $29,118 $29,118 $27,408 $27,408
Mortgage loans on real
estate $ 1,608 $ 1,557 $ 1,702 $ 1,660
Policy loans $ 1,252 $ 1,171 $ 1,127 $ 1,094
Investment in parent
company $ 55 $ 55 $ 38 $ 38
Indebtedness from
affiliates $ 161 $ 161 $ 97 $ 97
Liabilities:
Insurance investment
contracts $25,852 $25,675 $24,011 $24,497
</TABLE>
* Includes derivative financial instruments with negative fair values of $1.0
million and $4.2 million and positive fair values of $24.3 million and $7.2
million at December 31, 1998 and 1997, respectively.
F-38
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements (continued)
10. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
The following methods and assumptions were used to estimate the fair value of
financial instruments:
FIXED MATURITY AND EQUITY SECURITIES
Fair values of fixed maturity and equity 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 average life of investments.
MORTGAGE LOANS ON REAL ESTATE
Fair value of mortgage loans was estimated primarily using discounted cash
flows, based on contractual maturities and risk-adjusted discount rates.
POLICY LOANS
Fair value of policy loans was estimated using discounted cash flows and
actuarially determined assumptions, incorporating market rates.
INVESTMENT IN PARENT COMPANY
The fair value of the investment in Parent Company is based on quoted
market prices of American General Corporation common stock.
INSURANCE INVESTMENT CONTRACTS
Fair value of insurance investment contracts was estimated using cash flows
discounted at market interest rates.
F-39
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements (continued)
10. FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
INDEBTEDNESS FROM AFFILIATES
Indebtedness from affiliates is composed of accounts receivable and notes
receivable from affiliates. Due to the short-term nature of accounts
receivable, fair value is assumed to equal carrying value. Fair value of
notes receivable was estimated using discounted cash flows based on
contractual maturities and discount rates that were based on U.S. Treasury
rates for similar maturity ranges.
11. DIVIDENDS PAID
American General Life Insurance Company paid $244 million, $401 million, and
$189 million in dividends on common stock to AGC Life Insurance Company in 1998,
1997, and 1996, respectively. The Company also paid $680 thousand per year in
dividends on preferred stock to an affiliate, The Franklin Life Insurance
Company, in 1998, 1997, and 1996.
12. RESTRICTIONS, COMMITMENTS, AND CONTINGENCIES
The Company and its insurance subsidiaries are restricted by state insurance
laws as to the amounts they may pay as dividends without prior approval from
their respective state insurance departments. At December 31, 1998,
approximately $3.3 billion of consolidated shareholder's equity represents net
assets of the Company which cannot be transferred, in the form of dividends,
loans, or advances to the Parent Company. Approximately $2.5 billion of
consolidated shareholders' equity is similarly restricted as to transfer from
its subsidiaries to the Company.
Generally, the net assets of the Company's subsidiaries available for transfer
to the Parent are limited to the amounts that the subsidiaries' net assets, as
determined in accordance with statutory accounting practices, exceed minimum
statutory capital requirements. However, payments of such amounts as dividends
may be subject to approval by regulatory authorities and are generally limited
to the greater of 10% of policyholders' surplus or the previous year's statutory
net gain from operations.
The Company has various leases, substantially all of which are for office space
and facilities. Rentals under financing leases, contingent rentals, and future
minimum rental commitments and rental expense under operating leases are not
material.
F-40
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements (continued)
12. RESTRICTIONS, COMMITMENTS, AND CONTINGENCIES (CONTINUED)
In recent years, various life insurance companies have been named as defendants
in class action lawsuits relating to life insurance pricing and sales practices,
and a number of these lawsuits have resulted in substantial settlements. On
December 16, 1998, American General Corporation announced that certain of its
life insurance subsidiaries had entered into agreements to resolve all pending
market conduct class action lawsuits. The settlements are not final until
approved by the courts and any appeals are resolved. If court approvals are
obtained and appeals are not taken, it is expected the settlements will be final
in third quarter 1999.
In conjunction with the proposed settlements, the Company recorded a charge of
$97.1 million ($63.1 million after-tax) in the fourth quarter of 1998. The
charge covers the cost of policyholder benefits and other anticipated expenses
resulting from the proposed settlements, as well as other administrative and
legal costs.
On December 31, 1998, the Company entered into an agreement with the Parent
Company whereby the Company assigned, and the Parent Company assumed, $80.1
million of the liabilities of the Company related to the proposed resolution.
The liabilities of American General Life Insurance Company of New York, which
totaled $17.0 million, were not assumed by the Parent Company. As consideration
for the assumption of the liabilities, the Company paid the Parent Company an
amount equal to the liabilities recorded with respect to the proposed resolution
of the litigation. The assignment of the liabilities was not a novation, and
accordingly, the Company retains a contingent liability related to the
litigation. The litigation liabilities were reduced by payments of $2.7 million,
and the remaining balance of $94.4 million was included in other liabilities on
the Company's balance sheet at December 31, 1998.
The Company is party to various other lawsuits and proceedings arising in the
ordinary course of business. Many of these lawsuits and proceedings arise in
jurisdictions, such as Alabama and Mississippi, that permit damage awards
disproportionate to the actual economic damages incurred. Based upon information
presently available, the Company believes that the total amounts that will
ultimately be paid, if any, arising from these lawsuits and proceedings will not
have a material adverse effect on the Company's consolidated results of
operations and financial position. However, it should be noted that the
frequency of large damage awards, including large punitive damage awards, that
bear little or no relation to actual economic damages incurred by plaintiffs in
jurisdictions like Alabama and Mississippi continues to create the potential for
an unpredictable judgment in any given suit.
F-41
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements (continued)
12. RESTRICTIONS, COMMITMENTS, AND CONTINGENCIES (CONTINUED)
The increase in the number of insurance companies that are under regulatory
supervision has resulted, and is expected to continue to result, in increased
assessments by state guaranty funds to cover losses to policyholders of
insolvent or rehabilitated insurance companies. Those mandatory assessments may
be partially recovered through a reduction in future premium taxes in certain
states. At December 31, 1998 and 1997, the Company has accrued $6.0 million and
$7.6 million, respectively, for guaranty fund assessments, net of $3.7 million
and $4.3 million, respectively, of premium tax deductions. The Company has
recorded receivables of $6.2 million and $9.7 million at December 31, 1998 and
1997, respectively, for expected recoveries against the payment of future
premium taxes. Expenses incurred for guaranty fund assessments were $3.6
million, $2.1 million, and $6.0 million in 1998, 1997, and 1996, respectively.
F-42
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements (continued)
13. REINSURANCE
Reinsurance transactions for the years ended December 31, 1998, 1997, and 1996
were as follows:
<TABLE>
<CAPTION>
CEDED TO ASSUMED PERCENTAGE OF
GROSS OTHER FROM OTHER AMOUNT
AMOUNT COMPANIES COMPANIES NET AMOUNT ASSUMED TO NET
----------------------------------------------------------------------------------------
(In Thousands)
<S> <C> <C> <C> <C> <C>
DECEMBER 31, 1998
Life insurance in force $46,057,031 $13,288,183 $629,791 $33,398,639 1.89%
====================================================================
Premiums:
Life insurance and annuities $ 90,298 $ 42,235 $ 117 $ 48,180 0.24%
Accident and health insurance 1,134 87 - 1,047 0.00%
--------------------------------------------------------------------
Total premiums $ 91,432 $ 42,322 $ 117 $ 49,227 0.24%
====================================================================
DECEMBER 31, 1997
Life insurance in force $45,963,710 $10,926,255 $ 4,997 $35,042,452 0.01%
====================================================================
Premiums:
Life insurance and annuities $ 100,357 $ 37,294 $ 75 $ 63,138 0.12%
Accident and health insurance 1,208 172 - 1,036 0.00%
--------------------------------------------------------------------
Total premiums $ 101,565 $ 37,466 $ 75 $ 64,174 0.12%
====================================================================
DECEMBER 31, 1996
Life insurance in force $44,535,841 $ 8,625,465 $ 5,081 $35,915,457 0.01%
====================================================================
Premiums:
Life insurance and annuities $ 104,225 $ 34,451 $ 36 $ 69,810 0.05%
Accident and health insurance 1,426 64 - 1,362 0.00%
--------------------------------------------------------------------
Total premiums $ 105,651 $ 34,515 $ 36 $ 71,172 0.05%
====================================================================
</TABLE>
Reinsurance recoverable on paid losses was approximately $7.7 million, $2.3
million, and $6.9 million at December 31, 1998, 1997, and 1996, respectively.
Reinsurance recoverable on unpaid losses was approximately $2.5 million, $3.2
million, and $4.3 million at December 31, 1998, 1997, and 1996, respectively.
F-43
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements (continued)
14. YEAR 2000 CONTINGENCY (UNAUDITED)
INTERNAL SYSTEMS
The Company's ultimate parent, American General Corporation, ("AGC") has
numerous technology systems that are managed on a decentralized basis. AGC's
Year 2000 readiness efforts are therefore being undertaken by its key business
units with centralized oversight. Each business unit, including the Company, has
developed and is implementing a plan to minimize the risk of a significant
negative impact on its operations.
While the specifics of the plans vary, the plans include the following
activities: (1) perform an inventory of the Company's information technology and
non-information technology systems; (2) assess which items in the inventory may
expose the Company to business interruptions due to Year 2000 issues; (3)
reprogram or replace systems that are not Year 2000 ready; (4) test systems to
prove that they will function into the next century as they do currently; and
(5) return the systems to operations. As of December 31, 1998, substantially all
of the Company's critical systems are Year 2000 ready and have been returned to
operations. However, activities (3) through (5) for certain systems are ongoing,
with vendor upgrades expected to be received during the first half of 1999.
THIRD PARTY RELATIONSHIPS
The Company has relationships with various third parties who must also be Year
2000 ready. These third parties provide, or receive resources and services to
(or from) the Company and include organizations with which the Company exchanges
information. Third parties include vendors of hardware, software, and
information services; providers of infrastructure services such as voice and
data communications and utilities for office facilities; investors, customers;
distribution channels; and joint venture partners. Third parties differ from
internal systems in that the Company exercises less, or no, control over Year
2000 readiness. The Company has developed a plan to assess and attempt to
mitigate the risks associated with the potential failure of third parties to
achieve Year 2000 readiness. The plan includes the following activities (1)
identify and classify third party dependencies; (2) research, analyze, and
document Year 2000 readiness for critical third parties; and (3) test critical
hardware and software products and electronic interfaces. As of December 31,
1998, AGC has identified and assessed more approximately 700 critical third
party dependencies, including those related to the Company. A more detailed
evaluation will be completed during the first quarter 1999 as part of the
Company's contingency planning efforts. Due to the various stages of third
parties' Year 2000 readiness, the Company's testing activities will extend
through 1999.
F-44
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements (continued)
14. YEAR 2000 CONTINGENCY (UNAUDITED) (CONTINUED)
CONTINGENCY PLANS
The Company has commenced contingency planning to reduce the risk of Year 2000-
related business failures. The contingency plans, which address both internal
systems and third party relationships, include the following activities: (1)
evaluate the consequences of failure of business processes with significant
exposure to Year 2000 risk; (2) determine the probability of a Year 2000 related
failure for those processes that have a high consequence of failure; (3) develop
an action plan to complete contingency plans for those processes that rank high
in consequence and probability of failure; and (4) complete the applicable
actions plans. The Company is currently developing action plans and expects to
substantially complete all contingency planning activities by April 30, 1999.
RISKS AND UNCERTAINTIES
Based on its plans to make internal systems ready for Year 2000, to deal with
third party relationships, and to develop contingency action, the Company
believes that it will experience at most isolated and minor disruptions of
business processes following the turn of the century. Such disruptions are not
expected to have a material effect on the Company's future results of
operations, liquidity, or financial condition. However, due to the magnitude and
complexity of this project, risks and uncertainties exist and the Company is not
able to predict a most reasonably likely worst case scenario. If conversion of
the Company's internal systems is not completed on a timely basis (due to non-
performance by significant third party vendors, lack of qualified personnel to
perform the Year 2000 work, or other unforeseen circumstances in completing the
Company's plans), or if critical third parties fail to achieve Year 2000
readiness on a timely basis, the Year 2000 issue could have a material adverse
impact on the Company's operation following the turn of the century.
COSTS
Through December 31, 1998, the Company has incurred, and anticipates that it
will continue to incur, costs for internal staff, third-party vendors, and other
expenses to achieve Year 2000 readiness. The cost of activities related to Year
2000 readiness has not had a material adverse effect on the Company's results of
operations or financial condition. In addition, the Company has elected to
accelerate the planned replacement of certain systems as part of the Year 2000
plans. Costs of the replacement systems are being capitalized and amortized over
their useful lives, in accordance with the Company's normal accounting policies.
F-45
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements (continued)
15. DIVISION OPERATIONS
15.1 NATURE OF OPERATIONS
The Company manages its business operation through two divisions, which are
based on products and services offered.
RETIREMENT SERVICES
The Retirement Services Division provides tax-deferred retirement annuities and
employer-sponsored retirement plans to employees of educational, health care,
public sector, and other not-for-profit organizations marketed nationwide
through exclusive sales representatives.
LIFE INSURANCE
The Life Insurance division provides traditional, interest-sensitive, and
variable life insurance and annuities to a broad spectrum of customers through
multiple distribution channels focused on specific market segments.
15.2 DIVISION RESULTS
Results of each division exclude goodwill amortization, net realized investment
gains, and non-recurring items.
Division earnings information was as follows:
<TABLE>
<CAPTION>
REVENUES INCOME BEFORE TAXES EARNINGS
------------------------------------------------------------------------------------------------------------
1998 1997 1996 1998 1997 1996 1998 1997 1996
------------------------------------------------------------------------------------------------------------
(In Millions)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Retirement Services $1,987 $1,859 $1,745 $ 469 $398 $343 $315 $261 $226
Life Insurance 870 822 774 162 147 141 107 97 92
------------------------------------------------------------------------------------------------------------
Total divisions 2,857 2,681 2,519 631 545 484 422 358 318
Goodwill
amortization - - - (2) (2) (2) (2) (2) (2)
RG (L) (34) 30 29 (34) 30 29 (22) 19 19
Nonrecurring items - - - (125)(a) - - (81)(a) - -
------------------------------------------------------------------------------------------------------------
Total consolidated $2,823 $2,711 $2,548 $ 470 $573 $511 $317 $375 $335
============================================================================================================
</TABLE>
(a) Includes $97 million pretax ($63 million after-tax) in litigation
settlements and $28 million pretax ($18 million after-tax) in Year 2000
costs.
F-46
<PAGE>
American General Life Insurance Company
Notes to Consolidated Financial Statements (continued)
15. DIVISION OPERATIONS (CONTINUED)
15.2 DIVISION RESULTS (CONTINUED)
Division balance sheet information was as follows:
<TABLE>
<CAPTION>
ASSETS LIABILITIES
-------------------------------------------------------------------
DECEMBER 31
-------------------------------------------------------------------
IN MILLIONS 1998 1997 1998 1997
-------------------------------------------------------------------
<S> <C> <C> <C> <C>
Retirement Services $41,347 $35,195 $38,841 $33,136
Life Insurance 8,894 8,370 7,831 7,367
-------------------------------------------------------------------
Total consolidated $50,241 $43,565 $46,672 $40,503
===================================================================
</TABLE>
F-47
<PAGE>
INDEX OF WORDS AND PHRASES
This index should help you to locate more information about some of the
terms and phrases used in this prospectus.
Page to
See in this
Defined Term Prospectus
accumulation value............................................... 5
AGLC............................................................. 48
AGL.............................................................. 28
amount at risk................................................... 7
automatic rebalancing............................................ 5
base coverage.................................................... 11,38
basis............................................................ 31
beneficiary...................................................... 35
cash surrender value............................................. 18
cash value accumulation test..................................... 11
close of business................................................ 37
Code............................................................. 29
contingent insured............................................... 3
cost of insurance rates.......................................... 7
daily charge..................................................... 6
date of issue.................................................... 37
death benefit.................................................... 11
declared fixed interest account option........................... 1
dollar cost averaging............................................ 4
full surrender................................................... 18
Fund, Funds...................................................... 1
guideline premium test........................................... 11
guaranteed minimum death benefit................................. 14
investment option................................................ 29
joint equal age.................................................. 13
lapse............................................................ 13
last surviving contingent insured................................ 3
loan, loan interest.............................................. 19
maturity, maturity date.......................................... 20
modified endowment contract...................................... 30
monthly deduction day............................................ 37
monthly guarantee premium........................................ 13
monthly insurance charge......................................... 7
Mutual Fund...................................................... 1
option 1, 2...................................................... 20
partial surrender................................................ 18
payment option................................................... 20
planned periodic premium......................................... 13
Policy........................................................... 1
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Page to
See in this
Defined Term Prospectus
Policy loan...................................................... 19
Policy month, year............................................... 37
premium payments................................................. 4
reinstate, reinstatement......................................... 13
SEC.............................................................. 2
separate account................................................. 29
Separate Account VL-R............................................ 29
seven-pay test................................................... 30
specified amount................................................. 11
surrender........................................................ 18
telephone transactions........................................... 23
transfers........................................................ 15
uninsurable...................................................... 21
valuation date, period........................................... 37
variable investment option....................................... 1
We have filed a registration statement relating to Separate Account VL-R
and the Policy with the SEC. The registration statement , which is required by
the Securities Act of 1933, includes additional information that is not required
in this prospectus. If you would like the additional information, you may obtain
it from the SEC's Website at http://www.sec.gov or main office in Washington,
D.C. You will have to pay a fee for the material.
You should rely only on the information contained in this prospectus or
sales materials we have approved. We have not authorized anyone to provide you
with information that is different. The policies are not available in all
states. This prospectus is not an offer in any state to any person if the offer
would be unlawful.
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