VARIABLE ANNUITY LIFE INSURANCE CO SEPARATE ACCOUNT A
485BPOS, 1996-04-19
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<PAGE>   1
 
   
                THIS PAPER DOCUMENT IS BEING SUBMITTED PURSUANT
                       TO RULE 902(G) OF REGULATION S-T.
 
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON: APRIL 19, 1996
    
 
                                               REGISTRATION NO. 2-96223/811-3240

================================================================================

                                    FORM N-4
                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON, D.C. 20549

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

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933             / /
                      PRE-EFFECTIVE AMENDMENT NO.
                                                  ----              / /
   
                      POST-EFFECTIVE AMENDMENT NO. 25               /X/
    
                                     AND/OR
REGISTRATION STATEMENT UNDER                                        / /
   THE INVESTMENT COMPANY ACT OF 1940                               /X/
   
                      AMENDMENT NO. 47
    
                             ---------------------
 
                      THE VARIABLE ANNUITY LIFE INSURANCE
                           COMPANY SEPARATE ACCOUNT A
                           (EXACT NAME OF REGISTRANT)
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
                              (NAME OF DEPOSITOR)
                    2929 ALLEN PARKWAY, HOUSTON, TEXAS 77019
        (ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
                                 (713) 526-5251
              (DEPOSITOR'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                             ---------------------
 
                            DAVID H. DEN BOER, ESQ.
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
                      P.O. BOX 3206, HOUSTON, TEXAS 77253
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)

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

     It is proposed that this filing will become effective:
                   ___  immediately upon filing pursuant to paragraph (b) of
                   Rule 485
   
                   ___  on (date) pursuant to paragraph (a)(1) of Rule 485
                   ___     60 days after filing to paragraph (a)(1) of Rule 485
                    X  on May 1, 1996 pursuant to paragraph (b) of Rule 485
                   ---
 
   
     PURSUANT TO RULE 24F-2(A)(1) UNDER THE INVESTMENT COMPANY ACT OF 1940, THE
REGISTRANT HAS REGISTERED AN INDEFINITE AMOUNT OF SECURITIES. THE REGISTRANT
FILED RULE 24F-2 NOTICES ON FEBRUARY 21, 1996 FOR ITS MOST RECENT FISCAL YEAR
ENDING DECEMBER 31, 1995.
    
 
               SEQUENTIAL NUMBERING SYSTEM: PAGE __ OF __ PAGES
                                      
                  EXHIBIT INDEX ON SEQUENTIAL PAGE NUMBER __

================================================================================
<PAGE>   2
 
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT A
 
                                    CONTENTS
 
                       REGISTRATION STATEMENT ON FORM N-4
 
This Post-Effective Amendment consists of the following papers and documents:
 
     FACING SHEET
 
          Contents Sheet
 
     PART B: UIT-981 Contracts
 
          Cross Reference Sheet
          Prospectus
 
     PART B: UIT-981 Contracts
 
          Cross Reference Sheet
          Statement of Additional Information
 
     PART A: Independence Plus Contract Series
 
          Cross Reference Sheet
          Prospectus
 
     PART B: Independence Plus Contract Series
 
          Cross Reference Sheet
          Statement of Additional Information
 
     PART C: UIT-981 Contract and Independence Plus Contract Series
 
          Items twenty-four (including exhibit index) through thirty-three
        Signatures
<PAGE>   3
 
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT A
                             CONTRACT FORM UIT-981
 
                                    FORM N-4
                                     UNDER
                         THE SECURITIES ACT OF 1933 AND
                       THE INVESTMENT COMPANY ACT OF 1940
 
                             ---------------------
 
                             CROSS REFERENCE SHEET
                           (PURSUANT TO RULE 481(A))
 
<TABLE>
<CAPTION>
                        ITEM NO.                                   PROSPECTUS CAPTION
- --------------------------------------------------------  -------------------------------------
<C>      <S>                                              <C>
     1.  Cover Page.....................................  Cover Page
     2.  Definitions....................................  Definitions
     3.  Synopsis.......................................  Introduction
     4.  Condensed Financial Information................  Selected Accumulation Unit Data
     5.  General Description of Registrant, Depositor
           and Portfolio Companies......................  The Company and the Separate Account;
                                                            The Funds
     6.  Deductions and Expenses........................  Charges Under Variable Annuity
                                                            Contracts; Surrender
     7.  General Description of Variable Annuity
           Contracts....................................  Transfers Among Investment Options;
                                                            Accumulation Period; Annuity
                                                            Period; Surrender; Other Contract
                                                            Features
     8.  Annuity Period.................................  Annuity Period
     9.  Death Benefit..................................  Accumulation Period; Annuity Period
    10.  Purchase and Contract Value....................  Charges to the Separate Account;
                                                            Accumulation Period
    11.  Redemptions....................................  Surrender; Suspension of Purchase
                                                            Payments
    12.  Taxes..........................................  Federal Tax Matters
    13.  Legal Proceedings..............................  Not Applicable
    14.  Table of Contents of the Statement of
           Additional Information.......................  Contents of the Statement of
                                                          Additional Information
</TABLE>
<PAGE>   4
 
- --------------------------------------------------------------------------------
 
SEPARATE ACCOUNT A
Units of Interest Under Individual Variable Annuity Contracts
Contract Form UIT-981
   
Prospectus May 1, 1996
    
 
                                     [ART]
<PAGE>   5
 
THE VARIABLE ANNUITY LIFE INSURANCE
COMPANY
UNITS OF INTEREST UNDER
INDIVIDUAL VARIABLE ANNUITY CONTRACTS
(CONTRACT FORM UIT-981)
SEPARATE ACCOUNT A
   
PROSPECTUS                                            MAY 1, 1996
    
 
The individual Variable Annuity Contracts (the "Contracts") offered by The
Variable Annuity Life Insurance Company ("the Company") in connection with this
prospectus are available to the public only through participation in retirement
programs which receive favorable tax deferred treatment under Federal income tax
law. The Contracts are available on a flexible payment deferred, single payment
deferred, or single payment immediate annuity basis.
 
The Contracts provide benefits related to the Company's General Account and to
the Divisions of the Company's Separate Account A (the "Separate Account"). The
Divisions of the Separate Account available under the Contracts are invested in
Stock Index Fund, MidCap Index Fund, Timed Opportunity Fund, Capital
Conservation Fund and Money Market Fund which are separate portfolios of
American General Series Portfolio Company (the "Series Company").
- --------------------------------------------------------------------------------
 
This prospectus provides investors the information they should know before
investing in the Contracts. Investors should read and retain this prospectus for
future reference.
 
   
Additional information, including a Statement of Additional Information dated
May 1, 1996, has been filed with the Securities and Exchange Commission and
contains further information about Separate Account A. The Statement of
Additional Information is incorporated herein by reference. A copy may be
obtained without charge by completing and returning the form at the back of this
prospectus or by calling 1-800-44-VALIC.
    
 
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFER CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER IN ANY JURISDICTION TO ANY PERSON TO
WHOM SUCH OFFER WOULD BE UNLAWFUL THEREIN.
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
THIS PROSPECTUS IS ACCOMPANIED BY THE CURRENT PROSPECTUS FOR THE FUNDS BEING
CONSIDERED. EACH OF THESE PROSPECTUSES SHOULD BE READ CAREFULLY AND RETAINED FOR
FUTURE REFERENCE.
 
                                        1
<PAGE>   6
 
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                       PAGE
                                       ----
<S>                                    <C>
Definitions...........................   3
Fee Table.............................   5
Introduction..........................   7
Selected Accumulation Unit Data.......   9
Average Annual Total Return...........  10
Performance Information...............  10
     Endorsements and Published
       Ratings........................  11
Annual and Cumulative Change in
  Accumulation Unit Value.............  12
The Company and the Separate
  Account.............................  13
Transfers Among Investment Options....  13
     Transfers During the Accumulation
       Period.........................  13
     Transfers During the Annuity
       Period.........................  13
     Other Requirements...............  14
The Funds.............................  14
     Performance Data.................  15
     Stock Index Fund (Division
       Ten)...........................  16
     MidCap Index Fund (Division
       Four)..........................  17
     Timed Opportunity Fund
       (Division Five)................  18
     Capital Conservation Fund
       (Division One).................  19
     Money Market Fund (Division
       Two)...........................  20
Charges Under Variable Annuity
  Contracts...........................  21
     Charge for Premium Taxes.........  21
     Charge for Partial and Total
       Surrenders.....................  21
     Charge for Annual Contract
       Maintenance....................  22
     Charge to the Separate Account...  22
     Miscellaneous....................  22
     Charge for Income Taxes..........  22
Accumulation Period...................  23
     Death Benefits During
       Accumulation Period............  24
 
<CAPTION>
                                       PAGE
                                       ----
<S>                                    <C>
     Suspension of Purchase
       Payments.......................  24
Annuity Period........................  25
     Fixed or Variable Annuity
       Payments.......................  25
     Annuity Date.....................  25
     Annuity Payment Options..........  25
     Enhancements Under Annuity
       Options........................  26
     Death of Annuitant During Annuity
       Period.........................  27
Surrender.............................  27
Other Contract Features...............  28
     Change of Beneficiary............  28
     Revocation.......................  28
     Reservation of Rights............  28
     Relationship to Employer's
       Plan...........................  28
Federal Tax Matters...................  29
     General..........................  29
     Taxes Payable by Participants and
       Annuitants.....................  29
     Section 403(b) Annuities for
       Employees of Certain Tax-Exempt
       Organizations or Public
       Educational Institutions.......  29
     Section 401 Qualified Pension,
       Profit-Sharing or Annuity
       Plans..........................  30
     Individual Retirement
       Annuities......................  31
     Simplified Employee Pension
       Plans..........................  31
     Section 457 Unfunded Deferred
       Compensation Plans of Public
       Employers and Tax-Exempt
       Organizations..................  32
     Private Employer Unfunded
       Deferred Compensation Plans....  32
     Effect of Tax Deferred
       Accumulations..................  33
     Fund Diversification.............  33
Voting Rights.........................  34
</TABLE>
 
                                        2
<PAGE>   7
 
                                  DEFINITIONS
 
     Accumulation Period -- the period between the date of the first Purchase
Payment for a Variable Annuity Contract and the Annuity Date.
 
     Accumulation Unit ("Unit") -- an interest of a Contract Owner in a Division
of the Separate Account before Annuity Payments begin. The value of an
Accumulation Unit will vary in proportion to the net investment experience of
the respective Division of the Separate Account. (See the Statement of
Additional Information for an example of calculation of Accumulation Unit
value.)
 
     Accumulation Value -- the Accumulation Value of a Contract on any given
date is equal to the sum of the General Account value and the Separate Account
value under the Contract.
 
     Annuitant -- the person to whom Annuity Payments are or will be made.
 
     Annuity Date -- the date on which Annuity Payments begin.
 
     Annuity Option -- one of several forms in which Annuity Payments can be
made.
 
     Annuity Payments -- payments made by the Company to an Annuitant at regular
intervals during the Annuity Period.
 
     Annuity Period -- the period during which Annuity Payments are made.
 
     Annuity Unit -- a measuring unit used in calculating the amount of Annuity
Payments. The value of an Annuity Unit will change in accordance with the net
investment experience of the Divisions selected, adjusted for the Contract's
3 1/2% initial Assumed Investment Rate. (See the Statement of Additional
Information for an example of calculation of Annuity Unit value.)
 
     Assumed Investment Rate -- the rate used to determine the first monthly
Annuity Payment per thousand dollars of Accumulation Value. The Company will
permit each Annuitant to select an Assumed Investment Rate permitted by state
law or regulations other than the 3 1/2% rate described in this prospectus as
follows: 4 1/2%, 5%, or 6%. Unless otherwise selected, the Assumed Investment
Rate shall equal 3 1/2%, and the information herein is based on that rate.
 
     Beneficiary -- the person to whom benefits, if any, will be paid upon the
death of an Annuitant, including any contingent Beneficiary, i.e., one who
stands in the place of a Beneficiary in the event of the primary Beneficiary's
death.
 
     Contract -- an individual Variable Annuity Contract offered by this
prospectus.
 
     Contract Owner -- the person or entity to whom a Contract is issued. Unless
otherwise provided in an application, the Contract Owner is the Annuitant. Two
Contract Owners may be designated as co-owners when the Contract is issued
pursuant to an employer's retirement program. When co-ownership is designated
the rights vested in the Contract Owner must be jointly exercised.
 
     Contract Year -- a 12-month period beginning with the date of issue of a
Contract, and any anniversary of that date.
 
     Divisions of the Separate Account -- the individual subaccounts into which
the Separate Account is divided and to which Net Purchase Payments and
Accumulation Values may be allocated under a Variable Annuity Contract.
 
     Fixed Annuity -- a series of Annuity Payments to the Annuitant made at
regular intervals which remain fixed throughout the Annuity Period and which do
not vary with investment experience.
 
     Fund -- a mutual fund or investment portfolio of a mutual fund which is the
underlying investment medium for Net Purchase Payments and Accumulation Values
allocated to a Division of the Separate Account.
 
                                        3
<PAGE>   8
 
     General Account -- the assets of the Company other than those in the
Separate Account or any other separate account. Reserves for any Fixed Annuity
are maintained in the General Account.
 
     Home Office -- the Home Office of the Company shall mean its main office
located at 2929 Allen Parkway, Houston, Texas 77019.
 
     Net Purchase Payment -- a gross Purchase Payment less any applicable taxes.
 
     Purchase Payment -- an amount paid to the Company prior to any premium tax
or other deductions.
 
     Separate Account -- the segregated asset account referred to as Separate
Account A which was established by the Company under the Texas Insurance Code to
receive and invest the Net Purchase Payments made under Variable Annuity
Contracts.
 
     Surrender Value -- the Accumulation Value of a Contract less the surrender
charge, if any.
 
     Variable Annuity -- a series of Annuity Payments, the amounts of which will
increase or decrease to reflect the net investment experience of the Divisions
of the Separate Account selected.
 
     Variable Annuity Contract -- a Contract providing for the payment of a
Variable Annuity.
 
                                        4
<PAGE>   9
 
                                   FEE TABLE
 
CONTRACT OWNER TRANSACTION EXPENSES(1)
 
<TABLE>
<S>                                                                                               <C>
Surrender Charge (as a % of the lesser of all purchase payments received during the last 36
  months or the amount withdrawn(2))............................................................     5%
ACCOUNT MAINTENANCE FEE(2)......................................................................   $30
SEPARATE ACCOUNT ANNUAL EXPENSES (as a % of average account value)
Mortality Risk Fee..............................................................................   .93%
Administrative Expense Fee......................................................................   .07
                                                                                                  ----
Total Separate Account Annual Expenses..........................................................  1.00%
</TABLE>
 
SERIES COMPANY ANNUAL EXPENSES (as a % of Fund average net assets)
 
   
<TABLE>
<CAPTION>
                                                      STOCK   MIDCAP  TIMED   CAPITAL MONEY
                                                      INDEX   INDEX   OPPORTUNITY CONSERVATION MARKET
                      EXPENSES                        FUND    FUND    FUND    FUND    FUND
- ----------------------------------------------------  ---     ---     ---     ---     ---
<S>                                                   <C>     <C>     <C>     <C>     <C>
Management fees(3)..................................  .29%    .35%    .50%    .50%    .50%
Other expenses(4)...................................  .09     .09     .08     .08     .07
Company Reduction of Fund Expenses(5)...............  .00     .00     .00     .00     .00
                                                      ---     ---     ---     ---     ---
Total Fund Expenses (after Reduction)...............  .38%    .44%    .58%    .58%    .57%
</TABLE>
    
 
Example #1 -- Assuming Surrender at the end of the period shown:
 
Total Expenses. You would pay the following expenses on a $1,000 investment
under a typical UIT-981 Contract invested in a Separate Account Division as
listed below, assuming a 5% annual return on assets:
 
   
<TABLE>
<CAPTION>
                                                                        1         3        5        10
                                                                       YEAR     YEARS     YEARS    YEARS
                                                                       ----     -----     ----     -----
<S>                                                                    <C>      <C>       <C>      <C>
Stock Index Division.................................................  $ 61     $  96     $ 80     $ 176
MidCap Index Division................................................    62        98       83       182
Timed Opportunity Division...........................................    63       102       91       197
Capital Conservation Division........................................    63       102       91       197
Money Market Division................................................    63       102       90       196
</TABLE>
    
 
                                        5
<PAGE>   10
 
Example #2 -- Assuming No Surrender at the end of the period shown:
 
Total Expenses: You would pay the following expenses on a $1,000 investment
under a typical UIT-981 Contract without a surrender charge imposed invested in
a Separate Account Division as listed below, assuming a 5% annual return on
assets:
 
   
<TABLE>
<CAPTION>
                                                                        1        3        5        10
                                                                       YEAR     YEARS    YEARS    YEARS
                                                                       ----     ----     ----     -----
<S>                                                                    <C>      <C>      <C>      <C>
Stock Index Division.................................................  $ 15     $ 46     $ 80     $ 176
MidCap Index Division................................................    16       48       83       182
Timed Opportunity Division...........................................    17       53       91       197
Capital Conservation Division........................................    17       53       91       197
Money Market Division................................................    17       52       90       196
</TABLE>
    
 
- ------------
 
(1) Premium taxes are not shown here, but may be charged by some states either
    on purchase payments or on amounts annuitized. See "Charge for Premium
    Taxes."
 
(2) Reductions in the surrender charge and the account maintenance fees are
    available if certain conditions are met. The surrender charge is not
    incurred on annuitization or upon payment of death benefits. No annual
    account maintenance fee will be assessed during the Annuity Period. The
    first partial surrender per Contract year of 10% or less of Accumulation
    Value with respect to a Contract Owner Account will not be subject to a
    surrender charge. See "Charge for Total and Partial Surrender" and "Charge
    for Annual Account Maintenance."
 
(3) Annual management fees for the MidCap Index Fund and the Stock Index Fund
    are based on each Fund's average annual net asset value at the following
    rates: .35% of the first $500 million and .25% on the excess over $500
    million. The annual management fees for the Capital Conservation Fund, Money
    Market Fund and Timed Opportunity Fund are flat rates as shown regardless of
    the amount of Fund assets.
 
(4) Includes custody, accounting, reports to shareholders, audit, legal, and
    other miscellaneous expenses.
 
(5) The Company has undertaken to reimburse Contract Owners for ordinary
    business expenses of the following Funds for any fiscal year which exceed
    certain levels as set forth below:
 
<TABLE>
   <S>                                                      <C>
               Capital Conservation Fund..................  .95% of first $75 million plus .85% of excess
                                                            over $75 million of average net assets
               Money Market Fund..........................  1.00% of average net assets
               Stock Index Fund...........................  1.50% of the first $30 million plus 1.00% of
                                                            excess over $30 million of average net assets
</TABLE>
 
    Additionally, to the extent that any of the Series Company Funds accrued
    expenses for a given month exceed on an annualized basis 2% of estimated
    average daily net assets, the Company has voluntarily undertaken to reduce
    expenses of any such Fund, in an amount equal to the difference between such
    accrued expenses and 2% of the Fund's average daily net assets for that
    month. The Company may withdraw this voluntary undertaking upon 30 days
    written notice to the Series Company.
 
Note: These examples should not be considered representations of past or future
expenses for the Separate Account or for any Fund. Actual expenses may be
greater or less than those shown above. Similarly, the 5% annual rate of return
assumed in the examples is not an estimate or guarantee of future investment
performance. The purpose of the Fee Table above is to help Contract Owners
understand the various expenses of the Separate Account and the Funds which are,
in effect, passed on to Contract Owners.
 
This Fee Table, including the examples above, shows all charges and expenses
which are deducted from purchase payments, from the assets of the Separate
Account and from the Funds in which the Separate Account invests. For a further
description of these charges and expenses, see "Charges Under Variable Annuity
Contracts" in this prospectus and "Investment Adviser" in the Series Company
prospectus. Any and all limitations on total charges and expenses are reflected
in the Fee Table.
 
                                        6
<PAGE>   11
 
                                  INTRODUCTION
 
     THE CONTRACTS ARE COMBINATION FIXED/VARIABLE CONTRACTS OFFERING
VARIABLE OR FIXED ACCUMULATIONS AND VARIABLE OR FIXED BENEFITS OR COMBINATIONS
OF BOTH. THIS PROSPECTUS DESCRIBES ONLY THE VARIABLE ASPECTS OF THE CONTRACTS,
EXCEPT WHERE FIXED
ASPECTS ARE SPECIFICALLY NOTED.
 
     The Contracts are designed to provide individuals with retirement benefits
through the accumulation of Net Purchase Payments on a fixed or variable basis,
and by the application of such accumulations to provide fixed or variable
annuity payments. The purpose of variable accumulations and annuity payments is
to provide returns to investors which offset or exceed the effects of inflation.
There is, however, no guarantee that this objective will in fact be achieved.
 
     The Funds. Five Separate Account Divisions investing in portfolios of the
Series Company (the "Funds") are available under the Contracts in addition to
the Company's General Account. The five Funds currently underlying the available
Separate Account Divisions are: Capital Conservation Fund, Money Market Fund,
MidCap Index Fund, Timed Opportunity Fund and Stock Index Fund.
 
     Accumulation of Purchase Payments. Prior to retirement, the Contract Owner
pursues various investment options on a variable or fixed basis by electing to
deposit Purchase Payments in up to three Divisions of the Separate Account, or
in the General Account and up to two Divisions of the Separate Account. Those
payments allocated to the Separate Account will be applied to purchase shares of
the Funds as chosen by the Contract Owner in which such Divisions of the
Separate Account invest. As the value of the investment in the Funds increases
or decreases, the value of accumulated Net Purchase Payments will increase or
decrease. The value of such accumulations is subject to deduction for charges
summarized below. (For information as to how the Contracts may be purchased, and
certain minimums that apply to Purchase Payments and Accumulation Values, see
"Accumulation Period.") Contract Owners may exercise a 10-day revocation right
(in some states this may be a 20-day revocation right). (See "Revocation.")
 
     Surrenders. The Contract Owner may, subject to applicable law and the terms
of the employer's plan, make a total or partial surrender at any time during the
Accumulation Period by giving a written request to the Company. (See "Surrender"
and "Federal Tax Matters.") The Contract must be returned to the Company before
a total surrender can be effected. A surrender charge may be assessed for a
partial or total surrender, or upon the election of a lump sum payment during
the Annuity Period under the fifth annuity option, depending on the length of
time the Contract has been in force.
 
     Surrender Charge. A surrender charge of up to 5% of Purchase Payments
received during the most recent 36 months may be assessed for a partial or total
surrender. The surrender charge is designed to help defray sales and
distribution expenses incurred by the Company. (See "Charge for Partial and
Total Surrenders.")
 
     Fixed and Variable Annuity Payments. On the Annuity Date, the Accumulation
Value, at the Annuitant's option, may be applied to purchase any combination of
fixed and/or variable annuities, subject to the Company's minimum annuity
payment and other requirements for any one annuity form. (See "Fixed or Variable
Annuity Payments" and "Annuity Payment Options.") Up to three Divisions of the
Separate Account, or the General Account and up to two Divisions of the Separate
Account may be utilized to provide annuity payments.
 
     Transfers. The Company has the right to limit transfers. The Company's
current policy is that at any time during the Accumulation Period, a Contract
Owner may transfer all or part of the Accumulation Value among Divisions of the
Separate Account or to the General Account. After a transfer to the General
Account, at least 90 days must elapse before any subsequent transfer from the
General Account will be permitted.
 
     During the Annuity Period, an Annuitant may also transfer all or part of
the Contract's Accumulation Value among Divisions of the Separate Account or to
the General Account once every 365 days. Transfers from the General Account
during the Annuity Period are not permitted.
 
                                        7
<PAGE>   12
 
     Transfers are not subject to any charge. (See "Transfers Among Investment
Options" for additional conditions and limitations regarding transfers.) The
transfer privilege may be suspended or terminated at any time.
 
     Other Charges. An annual contract maintenance charge, which is currently
$30, but may be increased or decreased, is assessed on the last day of the
calendar quarter in which the first Purchase Payment is made and annually on
that date throughout the Accumulation Period for the cost of administrative
expenses with respect to each Contract. This charge will reduce the Surrender
Value of the Contract. No annual contract maintenance charge will be assessed
during the annuity period.
 
     A daily charge at an annual rate of 1% of the average daily net asset value
of the Separate Account allocable to a Contract is imposed for certain
additional expenses and for assumption by the Company of mortality risks. In
addition, in certain states a deduction for premium taxes is made. (See "Charge
to the Separate Account" and "Charge for Premium Taxes.")
 
     A daily charge, based on a percentage of average daily net assets, is paid
by each Fund to its investment adviser for investment management. These charges,
and other Fund charges and expenses more fully described in the prospectuses for
the Funds and summarized in the Fee Table above, are borne indirectly by the
Contract Owners.
 
                                        8
<PAGE>   13
 
                        SELECTED ACCUMULATION UNIT DATA
 
   
     The information presented below reflects the Accumulation Unit information
for Divisions of the Separate Account through December 31, 1995.
    
 
     The unit value of each Division of the Separate Account will not be the
same on any given day as the net asset value per share of the underlying Fund in
which that Division invests. This is because each Unit Value consists of the
underlying share's net asset value minus the charges to the Separate Account. In
addition, dividends declared by the underlying Fund are reinvested by the
Division in additional shares. These distributions have the effect of reducing
the value of each share of the Fund and increasing the number of Fund shares
outstanding. However, the total cash value in the Separate Account does not
change as a result of such distribution.
 
   
<TABLE>
<CAPTION>
                                                                  MIDCAP           TIMED          CAPITAL          MONEY
                                              STOCK INDEX         INDEX         OPPORTUNITY     CONSERVATION      MARKET
                                              DIVISION 10(1)   DIVISION 4(2)    DIVISION 5      DIVISION 1      DIVISION 2
                                              ------------     ------------     -----------     -----------     -----------
<S>                                           <C>              <C>              <C>             <C>             <C>
December 31, 1995
    Accumulation Units in Force..............    9,885,873      172,613,690      75,851,431       2,402,085       2,917,361
    Accumulation Unit Value..................    $4.155057        $2.782677       $2.411022       $3.238370       $2.190686
December 31, 1994
    Accumulation Units in Force..............   12,207,684      171,442,018      89,377,860       2,953,861       3,442,237
    Accumulation Unit Value..................    $3.056808        $2.153183       $1.951533       $2.709029       $2.096416
December 31, 1993
    Accumulation Units in Force..............   14,043,516      134,621,879      93,899,802       3,590,916       4,129,981
    Accumulation Unit Value..................    $3.066025        $2.259378       $1.997266       $2.913980       $2.040131
December 31, 1992
    Accumulation Units in Force..............   16,275,183       81,007,871      80,637,090       4,086,583       5,536,887
    Accumulation Unit Value..................    $2.818583        $2.021271       $1.846025       $2.628509       $2.006700
December 31, 1991
    Accumulation Units in Force..............   17,981,945       49,106,844      76,624,765       4,464,580       7,282,083
    Accumulation Unit Value..................    $2.746708        $1.858030       $1.878219       $2.444253       $1.963118
December 31, 1990
    Accumulation Units in Force..............   20,409,931       42,958,640      72,284,139       5,092,258       9,234,995
    Accumulation Unit Value..................    $2.097328        $1.538017       $1.563444       $1.995673       $1.879911
December 31, 1989
    Accumulation Units in Force..............   23,982,977       40,618,028      68,361,149       6,710,808      11,155,035
    Accumulation Unit Value..................    $2.189419        $1.712671       $1.618165       $2.228459       $1.762208
December 31, 1988
    Accumulation Units in Force..............   30,359,436       38,747,706      65,817,325       9,409,294      10,834,647
    Accumulation Unit Value..................    $1.715045        $1.450217       $1.397280       $2.561043       $1.633242
December 31, 1987
    Accumulation Units in Force..............   39,215,558       35,297,367      59,631,901      10,677,356      12,161,740
    Accumulation Unit Value..................    $1.666660        $1.282662       $1.286227       $2.311203       $1.537157
December 31, 1986
    Accumulation Units in Force..............   42,987,657       28,360,188      41,290,244      15,815,301      10,541,809
    Accumulation Unit Value..................    $1.603012        $1.351553       $1.198662       $2.341741       $1.459028
December 31, 1985
    Accumulation Units in Force..............   37,011,219       21,817,139      30,770,485      12,301,565       6,929,007
    Accumulation Unit Value..................    $1.628945        $1.319494       $1.100420       $2.185392       $1.385925
</TABLE>
    
 
- ---------------
 
  *  Accumulation Unit Value At Date Of Inception.
 
(1) Effective with the merger of the Quality Growth Fund into the Stock Index
    Fund on May 1, 1992 Quality Growth Division 3 was renamed Stock Index
    Division 10.
 
(2) Effective October 1, 1991 the Fund underlying this Division changed its name
    from the Capital Accumulation Fund to the MidCap Index Fund and amended its
    investment objective, investment program and investment restrictions
    accordingly. Historical accumulation unit values prior to October 1, 1991
    reflect investment experience prior to these changes.
 
                                        9
<PAGE>   14
 
                          AVERAGE ANNUAL TOTAL RETURN
   
           WITH SURRENDER CHARGE AND ACCOUNT MAINTENANCE FEE IMPOSED
    
 
                   CALCULATION OF AVERAGE ANNUAL TOTAL RETURN
 
   
<TABLE>
<CAPTION>
                 NO. OF YEARS                DIV 1       DIV 2       DIV 4       DIV 5       DIV 10
    --------------------------------------   ------      ------      ------      ------      ------
    <S>                                      <C>         <C>         <C>         <C>         <C>
    1 Year................................    14.38%      -0.34%      24.06%      18.38%      30.75%
    3 Years...............................     5.58        1.26        9.73        7.74       12.30
    5 Years...............................     9.99        2.95       12.42        8.88       19.47
    10 Years..............................     3.83        4.50        7.56        7.97        9.62
    Since Inception.......................     8.63        5.61        7.86        7.21       10.98
</TABLE>
    
 
- ------------
 
- - Division One was initiated on February 11, 1982. From that date until December
  18, 1990, historical performance for the Division was that of the A.G. High
  Yield Accumulation Fund Inc. On December 18, 1990, the A.G. High Yield
  Accumulation Fund Inc. changed its name to the A.G. Fixed-Income Accumulation
  Fund Inc. From December 18, 1990 to October 1, 1991, historical performance
  for the Division was that of the A.G. Fixed Income Accumulation Fund Inc. On
  October 1, 1991, pursuant to a substitution, Division One commenced investing
  in shares of the Capital Conservation Fund. Historical performance for the
  Division since October 1, 1991 is that of the Capital Conservation Fund.
- - Division Two was initiated on February 4, 1982. On October 1, 1991, pursuant
  to a substitution, Division Two commenced investing in shares of the Money
  Market Fund. Historical performance for the Division since October 1, 1991 is
  that of the Money Market Fund.
- - Division Four was initiated on October 13, 1982. Effective October 1, 1991,
  the Capital Accumulation Fund changed its name to the MidCap Index Fund and
  revised its investment objective, investment program and investment
  restrictions accordingly, pursuant to contract owner vote.
- - Division Five was initiated on September 6, 1983.
- - Division Ten was initiated as Division Three on July 28, 1982. Effective May
  1, 1992, AGSPC Quality Growth Fund merged with AGSPC Stock Index Fund and
  Division Three was renamed Division Ten.
 
PERFORMANCE INFORMATION
 
     The Separate Account may from time to time advertise certain performance
information concerning its various Divisions. The Separate Account and certain
Divisions have been offering contracts for periods prior to the commencement of
the offering of the Contracts described in this Prospectus. The performance
information is based on historical results and is not intended to indicate past
performance under an actual Contract or future performance. Each Division may
also, from time to time, advertise its performance relative to certain
performance rankings and indices compiled by independent organizations. More
detailed information as to the calculation of performance information, as well
as comparisons with unmanaged market indices, appears in the Statement of
Additional Information.
 
     Each Division may advertise total return performance information for
various periods of time. Total return performance information is based on the
overall dollar or percentage change in value of a hypothetical investment in the
specific Division over a given period of time. In general, a Division's total
return reflects the overall change in value of the Division from the beginning
of the relevant period to the end of that period.
 
     Average annual total return information shows the average percentage change
in the value of an investment in the Division from the beginning date of the
measuring period to the end of that period. The standardized version of average
annual total return reflects all historical investment results, less all charges
and deductions applied against the Division (including any surrender charge that
would apply if a Contract Owner terminated the Contract at the end of each
period indicated, but excluding any deductions for premium taxes). The rate is
computed for each Division comparing an initial hypothetical investment of
$1,000 in the Division to the redeemable value of that investment at the end of
specifically identified 1, 3, 5 and 10 year periods. In order to calculate
average annual total return, the Company divides the value of a Division under a
Contract terminated on a particular date by a hypothetical $1,000 investment in
the Division made by the Contract Owner at the beginning of the period
illustrated. The resulting total growth rate for the period is then annualized
to obtain the average annual percentage increase (or decrease) during the
period. Annualization assumes that the application of a single rate of return
each year during the period will produce the ending value, taking into account
the effect of compounding.
 
                                       10
<PAGE>   15
 
     The Divisions may, in addition, advertise total return performance
information computed on different bases. First, the Divisions may present total
return information computed on the same basis as described above, except
deductions will not include the surrender charge or the maintenance charge. (The
Company refers to this presentation as "Cumulative Return.") This presentation
assumes that the investment in the Contract persists beyond the period when the
surrender charge applies, consistent with the long-term investment and
retirement objectives of the Contract. This presentation may assume 1, 3, 5 and
10 year periods and is based on a hypothetical $10,000 initial investment.
 
     Second, the Divisions may present total return information calculated by
subtracting a Division's Accumulation Unit value at the beginning of a year from
the Accumulation Unit value of that Division at the end of the year and dividing
the difference by the Accumulation Unit value at the beginning of the year. (The
Company refers to this presentation as "Annual Change in Accumulation Unit
Value.") This computation results in a total growth rate for the period which
the Company annualizes (as described above) in order to obtain the average
annual percentage change in the Accumulation Unit value for that period.
Surrender charges, premium taxes, and maintenance charges are not deducted from
the Accumulation Unit values. These charges, if applicable, are imposed by the
cancellation of Accumulation Units attributable to an individual Contract
Owner's account. The effect of these charges is to reduce total return to the
Contract Owner.
 
     Third, the Divisions may present aggregate total return figures for various
periods, reflecting the cumulative change in value of an investment in the
Division for the specified period. This calculation is the same as that for the
Annual Change in Accumulation Unit Value but is based on the Accumulation Unit
value at the beginning and end of a period of years in excess of one year. (The
Company refers to this presentation as "Cumulative Change in Accumulation Unit
Value.")
 
     Finally, the Divisions may present a hypothetical example that applies the
Annual Change in Accumulation Unit Value to an initial investment of $10,000.
(VALIC refers to this presentation as "Hypothetical $10,000 Account Value.")
 
     Each Division other than the Money Market Division may advertise
standardized yield performance in addition to total return information. A
Division's yield is one way of showing the rate of income the Division earns as
a percentage of the value of the Division's Accumulation Units. The yield of
each Division is computed by dividing the average daily net investment income
per Accumulation Unit of the Division earned during a specifically identified
30-day base period, less a maintenance charge, by the Accumulation Unit value on
the last day of the period, and annualizing that result. This calculation takes
into account the average daily number of Accumulation Units outstanding during
the period. The yield of each Division reflects the deduction of all charges,
expenses and fees applicable against the Division, but does not take into
account the surrender charge and premium taxes.
 
   
     The Money Market Division may advertise yield and effective yield
performance information. The yield of the Money Market Division refers to the
income generated by an investment in the Money Market Division over a
specifically identified 7-day period. (The yield does not take into account the
surrender charge, the maintenance charge or premium taxes.) This income is
annualized by assuming that the amount of income generated by the investment
during that week is generated each week over a 52-week period and is shown as a
percentage of the investment. The seven day current yield for the seven days
ended December 31, 1995 was 4.15%. The effective yield of the Money Market
Division is calculated in a similar manner, but when annualizing such yield,
income earned by the Money Market Division is assumed to be reinvested. This
compounding effect will cause effective yield to be higher than current yield.
The seven day effective yield for the seven days ended December 31, 1995 was
4.24%.
    
 
ENDORSEMENTS AND PUBLISHED RATINGS
 
     From time to time, in advertisements or in reports to Contract Owners, the
Company may refer to endorsements. Endorsements are often in the form of a list
of organizations, individuals or other parties which recommend the Company or
the Contracts. The endorser's name will be used only with the endorser's
consent. It should be noted that the list of endorsements may change from time
to time.
 
     Also from time to time, the rating of the Company as an insurance company
by A. M. Best
 
                                       11
<PAGE>   16
 
   
may be referred to in advertisements or in reports to Contract Owners. Each year
the A.M. Best Company reviews the financial status of thousands of insurers,
culminating in the assignment of Best's Ratings. These ratings reflect their
current opinion of the relative financial strength and operating performance of
an insurance company in comparison to the norms of the life/health insurance
industry. Best's ratings range from A++ to F. The Company's rating is A++. An
A++ rating means, in the opinion of A.M. Best, that the insurer has demonstrated
the strongest ability to meet its respective policyholder and other contractual
obligations.
    
 
   
     In addition, the claims-paying ability of the Company as measured by the
Standard & Poor's Ratings Group may be referred to in advertisements or in
reports to Contract Owners. A Standard & Poor's insurance claims-paying ability
rating is an assessment of an operating insurance company's financial capacity
to meet the obligations of its insurance policies in accordance with their
terms. Standard & Poor's ratings range from
AAA to D. The Company's rating is AAA which is defined as superior financial
security.
    
 
     Further, from time to time the Company may refer to Moody's Investor's
Service's rating of the Company. Moody's Investor's Service's financial strength
ratings indicate an insurance company's ability to discharge senior policyholder
obligations and claims and are based on an analysis of the insurance company and
its relationship to its parent, subsidiaries and affiliates. Moody's Investor
Service ratings range from Aaa to C. The Company's rating is Aa2 which is
defined as excellent. The Company may, from time to time, refer to a general
investment strategy known as indexing. Several of the Divisions employ this
investment strategy. The Company may compare the performance of these Divisions
to the S&P 500 Index, S&P MidCap 400 Index, Russell 2000 Index, Morgan Stanley
Capital International
Europe, Australia and Far East (EAFE) Index, or any other appropriate market
index. The indexes are not managed funds and have no identifiable investment
objectives.
 
            ANNUAL AND CUMULATIVE CHANGE IN ACCUMULATION UNIT VALUE
 
   
<TABLE>
<CAPTION>
                           STOCK                  MIDCAP                  TIMED                 CAPITAL                MONEY
                           INDEX                   INDEX               OPPORTUNITY            CONSERVATION            MARKET
  FOR EACH FISCAL       DIVISION 10            DIVISION 4(1)          DIVISION 5(2)            DIVISION 1           DIVISION 2
      PERIOD         ------------------     -------------------     ------------------     ------------------     ---------------
     END SINCE                   CUM-                    CUM-                   CUM-                    CUM-                CUM-
     12/31/85        ANNUAL     ULATIVE     ANNUAL      ULATIVE     ANNUAL     ULATIVE     ANNUAL      ULATIVE    ANNUAL   ULATIVE
- -------------------  ------     -------     -------     -------     ------     -------     -------     ------     ----     ------
<S>                  <C>        <C>         <C>         <C>         <C>        <C>         <C>         <C>        <C>      <C>
12-31-95...........  35.95%      155.08%      29.24%     110.89%    23.55%      119.10%      19.58%     48.18%    4.51%     58.07%
12-31-94...........   (0.30)      87.66       (4.70)      63.18      (2.29)      77.34       (7.04)     23.96     2.77      51.26
12-31-93...........    8.78       88.22       11.78       71.23       8.19       81.50       10.88      33.34     1.67      47.20
12-31-92...........    2.62       73.03        8.79       53.19      (1.71)      67.76        7.55      20.28     2.22      44.79
12-31-91...........   30.96       68.62       20.81       40.81      20.13       70.68       22.48      11.85     4.43      41.65
12-31-90...........   (4.21)      28.75      (10.20)      16.56      (3.38)      42.08      (10.45)    (8.68)     6.68      35.64
12-31-89...........   27.66       34.41       18.10       29.80      15.81       47.05      (12.99)      1.97     7.90      27.15
12-31-88...........    2.90        5.29       13.06        9.91       8.63       26.98       10.81      17.19     6.25      17.84
12-31-87...........    3.97        2.32       (5.10)      (2.79)      7.31       16.89       (1.30)      5.76     5.35      10.91
12-31-86...........   (1.59)      (1.59)       2.43        2.43       8.93        8.93        7.15       7.15     5.27       5.27
</TABLE>
    
 
- ---------------
 
For the year in which the Division was initiated, less than a full year's
performance has been reflected. Actual, not annualized, performance is
reflected.
 
   
(1) Initiated 10/13/82. Effective October 1, 1991 the Fund underlying this
    Division changed its name from the Capital Accumulation Fund to the MidCap
    Index Fund and amended its investment objective, investment program and
    investment restrictions accordingly. Historical data prior to October 1,
    1991 reflect investment experience prior to these changes. Investment
    experience for MidCap Index Division 4 subsequent to October 1, 1991 has
    been as follows: from the period of October 1, 1991 to December 31, 1991 the
    change in accumulation value was 11.63%; for the period from October 1, 1991
    to December 31, 1992 the cumulative change in accumulation unit value was
    21.43%, for the period from October 1, 1991 to December 31, 1993 the
    cumulative change in accumulation unit value was 35.74%. For the period from
    October 1, 1991 to December 31, 1995 the cumulative change in accumulation
    unit value was 67.18%.
    
 
(2) Initiated 9/6/83.
 
                                       12
<PAGE>   17
 
THE COMPANY AND
THE SEPARATE ACCOUNT
 
     The Company is a stock life insurance company organized under the laws of
the State of Texas as the successor to Variable Annuity Life Insurance Company
of America, a District of Columbia life insurance company organized in 1955. The
Company is engaged primarily in the offering and issuance of fixed and variable
retirement annuity contracts and combinations thereof. The Company's executive
office is located at 2929 Allen Parkway, Houston, Texas 77019; its mailing
address is P.O. Box 3206, Houston, Texas 77253.
 
     The Company is an indirect wholly-owned subsidiary of American General
Corporation. However, the assets of American General Corporation do not support
the obligations of the Company under the Contracts. Members of the American
General Corporation group of companies operate in each of the 50 states and
Canada, and collectively are engaged in substantially all forms of financial
services, with activities heavily weighted toward insurance.
 
     On April 18, 1979, the Board of Directors of the Company established the
Separate Account in accordance with the Texas Insurance Code. The Separate
Account is registered with the U.S. Securities and Exchange Commission as a unit
investment trust under the Investment Company Act of 1940 (the "1940 Act").
Units of interest in the Separate Account under the Contracts are similarly
registered as securities under the Securities Act of 1933 (the "1933 Act").
Under the Texas Insurance Code and the Contracts, the assets of the Separate
Account will not be chargeable with liabilities arising out of any other
business which the Company may conduct, but will be held exclusively for the
benefit of the Contract Owners, Annuitants and Beneficiaries of the Contracts.
 
     Each Division of the Separate Account is administered and accounted for as
part of the general business of the Company; however, the income, capital gains,
or capital losses of each Division of the Separate Account are credited to or
charged against the assets held in that Division in accordance with the terms of
each Contract without regard to the income, capital gains, or capital losses of
any other Division or arising out of any other business the Company may conduct.
 
     Each Division of the Separate Account available under the Contracts will
invest in the shares of a specific Fund. The Separate Account currently is made
up of eighteen Divisions, five of which are available as variable investment
options under the Contracts to receive Net Purchase Payments allocated to the
five variable subaccounts (Divisions One, Two, Four, Five, and Ten). All of the
investment portfolios underlying these Divisions are also available under other
variable annuity contracts issued by the Company. (For a description of the
Divisions available under the Contracts and the specific Fund in which each
respective Division invests, see "The Funds.")
 
    Each Fund is one of thirteen investment portfolios of American General
Series Portfolio Company (the "Series Company"), an open-end, management
investment company registered under the 1940 Act.
 
TRANSFERS AMONG INVESTMENT OPTIONS
 
     Transfers of Accumulation Units and Annuity Units among Divisions of the
Separate Account, or between the General Account and the Separate Account, are
permitted subject to the conditions discussed below. The right to make transfers
is exercisable by the Contract Owner during the Accumulation Period and by the
Annuitant during the Annuity Period. The Company reserves the right to limit or
restrict transfers to the extent such limitation or restriction is allowed by
the Contract.
 
TRANSFERS DURING THE ACCUMULATION PERIOD
 
     The Company's current policy is that transfers among Divisions of the
Separate Account or from the Separate Account to the General Account may be made
at any time during the Accumulation Period.
 
     Transfers to the General Account from a Division of the Separate Account
will result in no further transfers from the General Account being permitted for
a period of 90 days.
 
     Plan loans from the portion of the Contract attributable to the General
Account may be permitted by your employer's plan. Refer to your plan for a
description of charges and further information.
 
TRANSFERS DURING THE ANNUITY PERIOD
 
     During the Annuity Period, transfers among Divisions of the Separate
Account or from the Separate Account to the General Account are accomplished by
transferring Annuity Units
 
                                       13
<PAGE>   18
 
among the Separate Account's Divisions or to the General Account. These
transfers may be made at intervals of at least 365 days. During the Annuity
Period, transfers from the General Account are not permitted.
 
OTHER REQUIREMENTS
 
     Transfers among investment options or changes of future allocation of
Purchase Payments ("reallocations") may be made upon
receipt by the Company, at its Home Office,
of written instructions or by telephone at
1-800-621-7792. Request for transfers or reallocations by telephone will be
automatically permitted unless the Company has been
notified otherwise in writing or by telephone at 1-800-621-7792. If, after
notifying the Company that telephone transfers or reallocations are not to be
allowed, the Contract Owner or Participant wishes to have the right to effect
telephone transfers or reallocations reactivated, he or she must notify the
Company in writing.
 
     Prior to the Company's effecting a transfer request or reallocation by
telephone instruction, the Company will employ reasonable procedures to confirm
that instructions communicated by telephone are genuine by requiring certain
identifying information about the Contract Owner or Participant. Unless the
Contract Owner instructs the Company not to accept telephone transfers or
reallocations, anyone who represents that he or she is authorized by the
Contract Owner or Participant to effect a transfer or reallocation may do so if
they have the requisite Contract Owner or Participant account information.
Officers, directors, agents, representatives and employees of the Company may
not give or be authorized to give telephone instructions on behalf of Contract
Owners or Participants (other than for contracts within their immediate family)
without prior written permission of the Company.
 
     It is the responsibility of the Contract Owner or Participant to verify the
accuracy of all confirmations of transfers and to promptly advise the Company of
any inaccuracies within one business day of receipt of the confirmation. The
Company will send to the Contract Owner or Participant a confirmation of the
transfer within five (5) days from the date of the instruction.
 
     Any telephone instructions reasonably believed by the Company to be genuine
will be the Contract Owner's or Participant's responsibility, including losses
arising from any errors in the communication of instructions. As a result of
this policy, the Contract Owner or Participant will bear the risk of loss. If
the Company does not employ reasonable procedures to confirm that instructions
communicated by telephone are genuine, it may be liable for any losses due to
unauthorized or fraudulent instructions.
 
     Transfers or reallocations will be effected pursuant to the Contract
Owner's or Participant's written or telephone transfer request as of the day
when received by the Company if received by the Company's Home Office before the
close of regular trading of the New York Stock Exchange, generally 4:00 p.m. New
York time, on a day Accumulation values are calculated; otherwise the next
calculated Accumulation Unit or Annuity Unit Value will be used. Telephone
transfer requests will not be accepted during the Annuity Period. The Company
reserves the right to discontinue the telephone transfer facility at any time.
 
     Up to three Divisions of the Separate Account or two Divisions of the
Separate Account and the General Account may be used at any one time during the
Accumulation Period or the Annuity Period. (For additional requirements with
respect to investment options during the Annuity Period, see "Fixed or Variable
Annuity Payments" and "Annuity Payment Options.")
 
THE FUNDS
 
     The Company serves as the investment adviser to the Series Company, five
portfolios of which are the five Funds constituting Divisions One, Two, Four,
Five and Ten of the Separate Account. Each of these five investment portfolios
is, in effect, a separate "fund" for which the Series Company issues a separate
series (class) of stock. These five Funds also serve as investment media for
variable annuity contracts issued by affiliates of the Company.
 
     A brief summary of the principal characteristics of each Fund appears
below. For more complete information about these Funds, including their charges
and expenses, refer to their respective Prospectuses, additional copies of which
can be obtained from the Company (P.O. Box 3206, Houston, Texas 77253; or
contact any Regional Office at 1-800-44-VALIC or at the address shown on the
inside back cover of the Prospectus).
 
                                       14
<PAGE>   19
 
     PERFORMANCE DATA. Certain performance data related to each Division follows
the description of investment objectives of the Fund in which that Division
invests. (See "Performance Information" for a description of the methods of
calculating the performance data shown and the fees and charges included.)
 
     The information presented does not reflect the advantage under the
Contracts of deferring Federal income tax on increases in account value due to
earnings attributable to Purchase Pay-
 
ments. (See "Federal Tax Matters -- Effect of Tax-Deferred Accumulation.") The
information presented also does not reflect the advant-
age under Qualified Contracts of deferring fed-
eral income tax on Purchase Payments. (See
"Federal Tax Matters -- Effect of Tax-Deferred Accumulation.")
 
     The performance results shown in this section are not an estimate or
guarantee of future investment performance, and do not represent the actual
experience of amounts invested by a particular Contract owner.
 
                                       15
<PAGE>   20
 
   
     STOCK INDEX FUND (DIVISION TEN*). This Fund seeks long-term capital growth
through investment in common stocks that, as a group, are expected to provide
investment results closely corresponding to the performance of the S&P 500
Index.
    
 
                          HYPOTHETICAL $10,000 ACCOUNT
   
             INVESTED IN STOCK INDEX DIVISION 10 AT JANUARY 1, 1986
    
 
   
<TABLE>
<CAPTION>
        ANNUAL VALUE OF A
   $10,000 STIPULATED PAYMENT                       VALUE AT MONTHLY INTERVALS OF A $10,000
      MADE JANUARY 1, 1986                          STIPULATED PAYMENT MADE JANUARY 1, 1986
- ---------------------------------            -----------------------------------------------------
<S>                      <C>                 <C>          <C>
01/01/86...............  $ 10,000
12/31/86...............     9,841
12/31/87...............    10,232
12/31/88...............    10,529
12/31/89...............    13,441
12/31/90...............    12,875               [line graph]
12/31/91...............    16,862
12/31/92...............    17,303
12/31/93...............    18,822
12/31/94...............    18,766
12/31/95...............    25,508
 
</TABLE>
    
 
                               CUMULATIVE RETURN
 
   
<TABLE>
<CAPTION>
                                         SINCE
                                        INCEPTION**  10 YEARS     5 YEARS     3 YEARS      1 YEAR
                                        --------     --------     -------     -------     --------
<S>                                     <C>          <C>          <C>         <C>         <C>
Cumulative Return.....................   315.51%      155.08%      98.11%      47.44%       35.95%
</TABLE>
    
 
- ------------
 
 * "Standard & Poor's(R)", "S&P(R)", "S&P 500(R)" and "S&P MidCap 400 Index" are
   trademarks of Standard & Poor's Corporation. Neither the MidCap Index Fund
   nor the Stock Index Fund is sponsored, endorsed, sold or promoted by S&P and
   S&P makes no representation regarding the advisability of investing in these
   Funds.
 
** This Division was initiated on July 28, 1982.
 
                                       16
<PAGE>   21
 
     MIDCAP INDEX FUND (DIVISION FOUR). This Fund seeks to provide growth of
capital through investments primarily in a diversified portfolio of common
stocks that, as a group, are expected to provide investment results closely
corresponding to the performance of the Standard & Poor's(R) Corporation
(S&P(R)) MidCap 400 Index. Effective October 1, 1991, the Capital Accumulation
Fund changed its name to the MidCap Index Fund and revised its investment
objective, investment program and investment restrictions accordingly, pursuant
to contract owner vote. Hypothetical performance information from October 1,
1991 and from January 1, 1985 are shown below.
 
                          HYPOTHETICAL $10,000 ACCOUNT
             INVESTED IN MIDCAP INDEX DIVISION 4 AT OCTOBER 1, 1991
 
   
<TABLE>
<CAPTION>
    ANNUAL VALUE OF A $10,000
     STIPULATED PAYMENT MADE                        VALUE AT MONTHLY INTERVALS OF A $10,000
         OCTOBER 1, 1991                            STIPULATED PAYMENT MADE OCTOBER 1, 1991
- ---------------------------------            -----------------------------------------------------
<S>                      <C>                 <C>          <C>
10/01/91...............  $ 10,000
12/31/91...............    11,163
12/31/92...............    12,143
12/31/93...............    13,574              [line graph]
12/31/94...............    12,936
12/31/95...............    16,718
</TABLE>
    
 
                                                         
                          HYPOTHETICAL $10,000 ACCOUNT
             INVESTED IN MIDCAP INDEX DIVISION 4 AT JANUARY 1, 1986
 
   
<TABLE>
<CAPTION>
    ANNUAL VALUE OF A $10,000
     STIPULATED PAYMENT MADE                        VALUE AT MONTHLY INTERVALS OF A $10,000
         JANUARY 1, 1986                            STIPULATED PAYMENT MADE JANUARY 1, 1986
- ---------------------------------            -----------------------------------------------------
<S>                      <C>                 <C>          <C>
01/01/86...............  $ 10,000
12/31/86...............    10,243
12/31/87...............     9,721
12/31/88...............    10,991
12/31/89...............    12,980
12/31/90...............    11,656              [line graph]
12/31/91...............    14,081
12/31/92...............    15,319
12/31/93...............    17,123
12/31/94...............    16,318
12/31/95...............    21,089
</TABLE>
    
 
                                                         
                               CUMULATIVE RETURN
 
   
<TABLE>
<CAPTION>
                                               SINCE        10          5          3
             CUMULATIVE RETURN                INCEPTION*   YEARS      YEARS      YEARS      1 YEAR
- --------------------------------------------  -------     -------     ------     ------     ------
<S>                                           <C>         <C>         <C>        <C>        <C>
Period from 10/01/91 through 12/31/95.......    67.18%      --          --        37.67%     29.24%
Period from 10/13/82 through 12/31/95.......   178.27%     110.89%     80.93%     37.67%     29.24%
</TABLE>
    
 
- ------------
 
Selected accumulation unit data for the last ten years for this Fund appears on
page 9 of this Prospectus.
 
* This Division was initiated on October 13, 1982.
 
                                       17
<PAGE>   22
 
   
     TIMED OPPORTUNITY FUND (DIVISION FIVE). This Fund seeks maximum aggregate
rate of return over the long-term through controlled investment risk by
adjusting its investment mix among stocks, long-term debt securities and
short-term money market securities.
    
 
                          HYPOTHETICAL $10,000 ACCOUNT
   
          INVESTED IN TIMED OPPORTUNITY DIVISION 5 AT JANUARY 1, 1986
    
 
   
<TABLE>
<CAPTION>
    ANNUAL VALUE OF A $10,000
     STIPULATED PAYMENT MADE                        VALUE AT MONTHLY INTERVALS OF A $10,000
         JANUARY 1, 1986                            STIPULATED PAYMENT MADE JANUARY 1, 1986
- ---------------------------------            -----------------------------------------------------
<S>                      <C>                 <C>          <C>
01/01/86...............  $ 10,000
12/31/86...............    10,893
12/31/87...............    11,689
12/31/88...............    12,698
12/31/89...............    14,705
12/31/90...............    14,208              [line graph]
12/31/91...............    17,068
12/31/92...............    16,776
12/31/93...............    18,150
12/31/94...............    17,734
12/31/95...............    21,910
 
</TABLE>
    
 
                                                          
                               CUMULATIVE RETURN
 
   
<TABLE>
<CAPTION>
                                       SINCE
                                     INCEPTION*    10 YEARS      5 YEARS      3 YEARS      1 YEAR
                                     --------      --------      -------      -------      -------
<S>                                  <C>           <C>           <C>          <C>          <C>
Cumulative Return..................   141.10%       119.10%       54.21%       30.61%       23.55%
</TABLE>
    
 
- ------------
 
* This Division was initiated on September 6, 1983.
 
                                       18
<PAGE>   23
 
   
     CAPITAL CONSERVATION FUND (DIVISION ONE*).
This Fund seeks the highest possible total return consistent with preservation
of capital through current income and capital gains on investments in
intermediate and long-term debt instruments and other income producing
securities.
    
 
                          HYPOTHETICAL $10,000 ACCOUNT
   
         INVESTED IN CAPITAL CONSERVATION DIVISION 1 AT JANUARY 1, 1986
    
 
   
<TABLE>
<CAPTION>
        ANNUAL VALUE OF A
   $10,000 STIPULATED PAYMENT                       VALUE AT MONTHLY INTERVALS OF A $10,000
      MADE JANUARY 1, 1986                          STIPULATED PAYMENT MADE JANUARY 1, 1986
- ---------------------------------            -----------------------------------------------------
<S>                      <C>                 <C>          <C>
01/01/86...............  $ 10,000
12/31/86...............    10,715
12/31/87...............    10,576
12/31/88...............    11,719
12/31/89...............    10,197
12/31/90...............     9,132                [line graph]
12/31/91...............    11,185
12/31/92...............    12,028
12/31/93...............    13,334
12/31/94...............    12,396
12/31/95...............    14,818
 
</TABLE>
    
 
                                                         
                               CUMULATIVE RETURN
 
   
<TABLE>
<CAPTION>
                                        SINCE         
                                      INCEPTION**   10 YEARS      5 YEARS      3 YEARS      1 YEAR
                                      --------      --------      -------      -------      ------
<S>                                   <C>           <C>          <C>          <C>          <C>
Cumulative Return...................   223.84%       48.18%       62.27%       23.25%       19.58%
</TABLE>
    
 
- ------------
 
 * This Division changed its name and investment policies, effective December
   18, 1990, to provide for investment in longer term higher rated securities.
   Effective October 1, 1991, the Division substituted AGSPC Capital
   Conservation Fund for the A. G. Fixed-Income Accumulation Fund.
 
** This Division was initiated on February 11, 1982.
 
                                       19
<PAGE>   24
 
   
     MONEY MARKET FUND (DIVISION TWO*). This Fund seeks liquidity, protection of
capital and current income through investments in short-term money market
instruments. Shares of the Money Market Fund are neither insured nor guaranteed
by the U.S. Government. There is no assurance that this Fund will be able to
maintain a stable net asset value of $1.00 per share.
    
 
   
     Money Market Division Return Calculations
(7 days ended 12/31/95):
    
 
   
      7-Day Current Yield for Money Market
      Division 2:                                                    4.15%
       7-Day Effective Yield For Money
       Market Division 2:                                           4.24%
    
 
   
                          HYPOTHETICAL $10,000 ACCOUNT
             INVESTED IN MONEY MARKET DIVISION 2 AT JANUARY 1, 1986
    
 
   
<TABLE>
<CAPTION>
        ANNUAL VALUE OF A
   $10,000 STIPULATED PAYMENT                       VALUE AT MONTHLY INTERVALS OF A $10,000
      MADE JANUARY 1, 1986                          STIPULATED PAYMENT MADE JANUARY 1, 1986
- ---------------------------------            -----------------------------------------------------
<S>                      <C>                 <C>          <C>
01/01/86...............  $ 10,000
12/31/86...............    10,528
12/31/87...............    11,091
12/31/88...............    11,785
12/31/89...............    12,715
12/31/90...............    13,564              [line graph]
12/31/91...............    14,165
12/31/92...............    14,479
12/31/93...............    14,720
12/31/94...............    15,127
12/31/95...............    15,807
</TABLE>
    
 
                                                           
                               CUMULATIVE RETURN
 
   
<TABLE>
<CAPTION>
                                         SINCE          10                        3
                                        INCEPTION**    YEARS       5 YEARS      YEARS       1 YEAR
                                        --------      -------      -------      ------      ------
<S>                                     <C>           <C>          <C>          <C>         <C>
Cumulative Return.....................   119.07%       58.07%       16.53%       9.19%       4.51%
</TABLE>
    
 
- ------------
 
 * Effective October 1, 1991, the Division substituted AGSPC Money Market Fund
   for A. G. Money Market Accumulation Fund.
 
** This Division was initiated on February 4, 1982.
 
                                       20
<PAGE>   25
 
CHARGES UNDER VARIABLE
ANNUITY CONTRACTS
 
     All charges under the Contracts are described below.
 
CHARGE FOR PREMIUM TAXES
 
     Premium taxes ranging from zero to 3% are currently imposed by certain
states and municipalities on Purchase Payments made under the Contracts.
 
     Under deferred Contracts subject to premium tax, an amount for the tax will
be deducted, either from Purchase Payments when received, or from the amount
applied to effect an annuity at the time annuity payments commence, depending on
applicable state law. If an amount for any premium taxes is deducted but
subsequently is determined not to be due, the Company will adjust the excess
amount to reflect investment experience from the date of the deduction to the
date the determination is made. The Company will then apply the amount deducted,
as adjusted, to increase the number of Accumulation Units or Annuity Units under
the Contract at the time such determination is made.
 
CHARGE FOR PARTIAL AND TOTAL SURRENDERS
 
     Except as provided below, a total or partial surrender is subject to a
surrender charge calculated as a percentage of the dollar amount of previous
Purchase Payments with respect to a Contract which are withdrawn. Except as
provided below it is assumed that the most recent Purchase Payments are
withdrawn first, and no surrender charge is ever imposed on any amount not
actually withdrawn.
 
     Amounts exchanged to this Contract from other variable annuity contracts
issued by the Company pursuant to any exchange offered by the Company are not
considered to be Purchase Payments for purposes of calculating a surrender
charge. For such Contract exchanges, exchanged amounts shall be deemed to be
withdrawn only after all other Purchase Payments have been withdrawn.
 
     The surrender charge is equal to 5% of the lesser of (a) all Purchase
Payments received during the most recent 36 months prior to the receipt of the
surrender request by the Company at its Home Office, or (b) the amount
withdrawn. For purposes of this charge, the Company treats withdrawals of
Purchase Payments before any earnings. Additionally, the most recent Purchase
Payments are treated as withdrawn first.
 
     The first partial surrender per Contract Year of 10% or less of
Accumulation Value will not be subject to a surrender charge. These 10%
withdrawals without charge do not reduce Purchase Payments for purposes of
computing the charge. However, if the first partial surrender (or total
surrender, if there have been no partial surrenders) exceeds 10% of Accumulation
Value, the surrender charge will be applied to the lesser of (a) the amount in
excess of 10%, or (b) the amount of the surrender attributable to Purchase
Payments received during the most recent 36 months. The second or any subsequent
surrenders during a Contract Year may be subject to a surrender charge.
 
     If a surrender charge is assessed against any Purchase Payment, that
Purchase Payment (or, if the surrender charge is assessed against less than the
entire Purchase Payment, that portion against which such charge is assessed)
will not be subject to any further surrender charge in the event of a subsequent
withdrawal.
 
     The surrender charge is not imposed upon annuitization of a Contract at the
Annuity Date or upon any payments received by an Annuitant or Beneficiary in
lieu of annuity payments during the Annuity Period except when a lump sum
payment is elected by the Annuitant during the Annuity Period under the fifth
annuity option. (See "Annuity Payment Options" and "Death of Annuitant During
Annuity Period.") Nor is the surrender charge imposed on the payment of benefits
to a Beneficiary when an Annuitant dies during the Accumulation Period. (See
"Death Benefits During Accumulation Period.")
 
     The surrender charge reimburses the Company for part or all of its expenses
related to distributing the Contracts. The Company believes, however, that the
amount of such expenses will exceed the amount of revenues generated by the
surrender charge. The Company will pay such excess out of its general surplus
which, among other things, would include any gains from the asset charge
described below under "Charge to the Separate Account."
 
                                       21
<PAGE>   26
 
     This surrender charge will not be assessed on surrenders under Contracts
purchased by American General Corporation's Thrift and Incentive Plan, an
employee benefit program under section 401 of the Internal Revenue Code (the
"Code"), because no sales representative was involved in the sale of such
Contracts and the Company paid no sales commissions to any party in connection
with such sales.
 
     Examples of calculation of the surrender charges upon partial and total
surrenders are set forth in the Statement of Additional Information --
"Calculation of Surrender Charge."
 
CHARGE FOR ANNUAL CONTRACT MAINTENANCE
 
     A Contract maintenance charge of $30 will be assessed on each Contract by
the Company on the last day of the calendar quarter in which the Company
receives the first Purchase Payment, and annually on that date thereafter during
the Accumulation Period. This charge will be assessed proportionately among the
Divisions of the Separate Account and the General Account which make up the
Accumulation Value of the Contract. The Contract maintenance charge is not
guaranteed and may, with prior regulatory approval if required, be changed for
future years. Any change to this charge will apply to Contracts purchased both
before and after such change. This charge is to reimburse the Company for the
cost of administrative expenses, including the expenses incurred in establishing
and maintaining the records relating to the Contract. The Company does not
expect that the revenues it will derive from this charge will exceed such
expenses.
 
     The annual Contract maintenance charge may be reduced or waived on
Contracts purchased by American General Corporation's Thrift and Incentive Plan
because such Contracts do not occasion the administrative expenses which the
Contract maintenance charge usually covers. For example, these Contracts are
purchased in large numbers only once a year, thereby dramatically lowering the
cost of processing such Contracts.
 
CHARGE TO THE SEPARATE ACCOUNT
 
     To cover administrative expenses not covered by the maintenance charge
discussed above, and to compensate the Company for assuming mortality risks
under the Contracts, the Separate Account will incur a daily charge at an
annualized rate of 1% on the daily net asset value of the Separate Account
attributable to the Contracts. Of this charge, the Company estimates .07% is for
administrative expenses and .93% is for mortality risks. This charge is
guaranteed and may not be increased by the Company.
 
     In assuming the mortality risks, the Company is taking the chance that its
actuarial estimate of mortality rates during the Annuity Period may prove
erroneous and that the Annuitant will live longer than expected or that the
Annuitant will die during the Accumulation Period at a time when the death
benefit guaranteed by the Company is higher than the Accumulation Value of the
Contract. The Company does not expect to earn a profit on that portion of the
charge which is for administrative expenses, but the Company does expect to
derive a profit from the portion which is for assumption of mortality risks.
There is no necessary relationship between the amount of administrative charges
imposed on a given Contract and the amount of expenses actually attributable to
that Contract.
 
MISCELLANEOUS
 
     A daily charge based on a percentage of average daily net assets is payable
by each Fund to the Company for investment management. These charges, and other
Fund charges and expenses more fully described in the prospectus for the Series
Company, are borne indirectly by the Contract Owners.
 
CHARGE FOR INCOME TAXES
 
     Currently, no charge is made against the Separate Account for the Company's
Federal income taxes, or provisions for such taxes that may be attributable to
the Separate Account. Under existing Federal income tax law, the investment
income and capital gains from the sale of investments realized by the Separate
Account are not taxable. The Company may charge each Division in the Separate
Account for its portion of any income tax charged to the Company or the Division
or its assets. Under present laws, the Company may incur state and local taxes
(in addition to Federal taxes) in several states. At present, these taxes are
not significant. If they increase, however, the Company may decide to make
 
                                       22
<PAGE>   27
 
charges for such taxes or provisions for such taxes against the Separate
Account. Any such charges against the Separate Account or its Divisions could
have an adverse effect on the investment performance of such Division.
 
ACCUMULATION PERIOD
 
     During the period before the commencement of annuity payments (the
"Accumulation Period"), the Contract Owner or employer may make Purchase
Payments from time to time, and on such dates and in such amounts as may be
determined pursuant to the retirement plan for which the Contract has been
purchased.
 
     In all cases, the initial Purchase Payment must be preceded by or
accompanied by a properly completed application. Except in the case of IRAs,
Purchase Payments are generally remitted through or by an employer and the
Company must also receive a premium flow report which identifies the amount to
be credited to each individual Contract held pursuant to the employer's
retirement plan.
 
     The initial and subsequent Purchase Payments for a periodic payment
Contract must be at least $30. This minimum applies separately to the amount of
each Purchase Payment directed to each Division of the Separate Account or the
General Account. For single payment Contracts, the minimum Purchase Payment is
$1,000 per Contract. However, these minimums may be waived where one purchaser,
such as an employer, purchases a number of Contracts.
 
     When an initial Purchase Payment accompanies an application to purchase a
Contract (and, if required, a premium flow report), the Company will, within two
business days after receipt of the application at its Home Office, either (a)
process and accept the application, issue the Contract, and credit Accumulation
Units to the Contract as of the date of acceptance; (b) reject the application
and return the Purchase Payment; or (c) request additional documents or
information if the application is not complete or is incorrectly completed. With
respect to (c), a Purchase Payment will be returned if a correctly completed
application is not received within five business days unless the Contract Owner
agrees otherwise. For initial and subsequent payments, Accumulation Units will
be credited at the Accumulation Unit value calculated as of the day the Purchase
Payment was received by the Company, if received at the Company's Home Office
before the close of regular trading of the New York Stock Exchange, generally
4:00 p.m. New York time on a day Accumulation Unit values are calculated;
otherwise, the next calculated Accumulation Unit value is used. As a result, the
Participant Account will be credited with the investment experience of the
Separate Account from the date of the Company's receipt of the Purchase Payment.
 
     Unless otherwise restricted by the Contract, a Participant may allocate
and/or accumulate amounts in up to seven of the fifteen available subaccounts
(the thirteen Variable Investment Options and the two Fixed Interest Options).
The Accumulation Value of a Participant's Account or Contract during the
Accumulation Period is the sum of values of the Fixed Interest Options and the
Variable Investment Options.
 
     A Participant may allocate all or a portion of Purchase Payments to the
Fixed Subaccount. The Fixed Subaccount consists of two Fixed Interest Options
which are part of the Company's General Account. Each Fixed Interest Option pays
interest at a declared rate which may differ depending upon the Fixed Interest
Option selected. The Company bears the full amount of the investment risk for
amounts allocated to either of the Fixed Interest Options. Earned interest on
amounts allocated to the Fixed Subaccount will be paid regardless of the actual
investment experience of the General Account. Because of exemptive and
exclusionary provisions, interests in the Fixed Subaccount have not been
registered under the Securities Act of 1933, and neither the Fixed Subaccount
nor the General Account has been registered as an investment company under the
Investment Company Act of 1940. Accordingly, interests in the Fixed Subaccount
are not subject to regulation under these Acts. As a result, the staff of the
SEC has not reviewed the disclosures which are included in this Prospectus and
which relate to the General Account and the Fixed Subaccount. These disclosures,
however, may be subject to certain provisions of federal securities law relating
to the accuracy and completeness statements made in this Prospectus.
 
     The value of a Participant's Account attributable to the Fixed Subaccount
during the Accumulation Period is the sum of all net Purchase
 
                                       23
<PAGE>   28
 
Payments allocated to either of the Fixed Interest Options in the Fixed
Subaccount, amounts transferred from the Separate Account's Variable Investment
Options to any Fixed Interest Option, and all earned interest. This amount is
reduced by amounts transferred out or withdrawn and may be further reduced by
the deduction of certain charges.
 
     A Participant may allocate all or a portion of Purchase Payments to the
Variable Investment Options. The value of the Contract and of an individual's
account attributable to the Variable Investment Options can be determined at any
time by multiplying the number of Accumulation Units outstanding in each
Separate Account Division under the Contract or account by the current
Accumulation Unit value of that Separate Account Division adding the results
plus any amounts attributable to the General Accounts. During the Accumulation
Period, the value of the Contract attributable to the Variable Investment
Options varies with the performance of the investments of the Separate Account
Divisions, and there is no assurance that such value will equal or exceed
Purchase Payments. The number of Accumulation Units credited will not be changed
by any subsequent change in the value of an Accumulation Unit, but the dollar
value of an Accumulation Unit may vary from day to day depending upon the
investment experience of the Separate Account Division.
 
     The Accumulation Unit value is calculated as follows. First, a gross
investment rate is determined from the investment performance of each Separate
Account Division. The gross investment rate is calculated as of 4:00 p.m. New
York time on each business day when the New York Stock Exchange is open (except
the Friday following Thanksgiving, the Friday following Christmas if Christmas
falls on a Thursday and the Monday before Christmas if Christmas falls on a
Tuesday). Such rate is (i) the investment income and capital gains and losses,
whether realized or unrealized on such day, from the assets attributable to each
Separate Account Division, divided by (ii) the value of the Separate Account
Division for the immediately preceding day on which such values were calculated.
The net investment rate for any day is determined by deducting from the gross
investment rate, a factor representing the mortality risk and expense charges
described herein. (See "Charge to the Separate Account"), and any applicable
income taxes. The Accumulation Unit value for a given day is then determined by
multiplying the Accumulation Unit value for the preceding day by a net
investment factor equal to the net investment rate plus 1.00.
 
     Illustrations showing the calculation of an Accumulation Unit value and the
purchase of Accumulation Units (using hypothetical examples) are contained in
the Statement of Additional Information -- "Accumulation Unit Value."
 
DEATH BENEFITS DURING ACCUMULATION PERIOD
 
     If an Annuitant under a Contract dies during the Accumulation Period, there
will be an amount payable to the Beneficiary equal to the greater of (a) the
Accumulation Value of the Contract on the date proof of death is received by the
Company; or (b) 100% of Purchase Payments, reduced by the amount deducted in
connection with any partial surrenders. (See "Surrender.") The Beneficiary may
exercise the right to receive the death benefit as a lump-sum settlement or in
the form of any of the annuity options provided in the Contract. (See "Annuity
Payment Options.") Beneficiaries other than the spouse of an Annuitant must
receive the death benefit in full by the date five years after the Annuitant's
death unless payments commence within one year of the Annuitant's death under a
life annuity, a life annuity with payments certain or payments for a designated
period. Payments certain or payments for a designated period in any case cannot
be selected for a period exceeding the Beneficiary's life expectancy. The
Beneficiary thereafter will be entitled to exercise many of the investment
options and other rights the Annuitant would have under the Contract.
 
SUSPENSION OF PURCHASE PAYMENTS
 
     Flexible payment Contracts contain provisions protecting against
forfeiture. If, at any time, additional Purchase Payments are not made, the
number of Accumulation Units outstanding under the Contract at that time will
remain constant (so long as no transfer election is made), and the value of the
Units will continue to vary. The Accumulation Value will continue to be subject
to charges during the period of suspension. The Contract Owner may resume making
Purchase Payments at any time during the Accumulation Period, so long as the
Contract has not been
 
                                       24
<PAGE>   29
 
surrendered and the Contract has not otherwise been terminated.
 
     Under individual Contracts, the Company may cause such automatic surrender
if all of the following conditions are satisfied: (1) the total of Purchase
Payments, reduced by amounts deducted in connection with any partial surrenders,
falls below $300; (2) the total of Accumulation Value, reduced by amounts
deducted in connection with any partial surrenders, falls below $300; and (3) no
Purchase Payments have been made for two Participant Years.
 
ANNUITY PERIOD
 
FIXED OR VARIABLE ANNUITY PAYMENTS
 
     If the plan so permits, the Annuitant may elect to have any portion of the
Accumulation Value applied to provide either a variable annuity or a fixed
annuity, or a combination of both.
 
     Fixed annuity payments are monthly payments from the Company to an
individual, the amount of which is fixed and guaranteed by the Company. The
amount of the monthly payments will depend only on the form and duration of
annuity payments chosen, the age of the Annuitant or the Beneficiary (and sex,
under individual retirement annuity ("IRA") contracts), the total Accumulation
Value applied to purchase the annuity, the applicable annuity rates. If it would
produce greater benefits, the amount of the monthly payment will be that
produced by a then currently issued immediate annuity of the same form.
 
     Variable annuity payments are similar to fixed annuity payments, except
that the amount of each monthly payment from the Company will vary reflecting
the net investment experience of each Division of the Separate Account in which
the Net Purchase Payments are accumulated. (See Statement of Additional
Information -- "Amount of Annuity Payments" and "Annuity Unit Value.") If the
net investment experience for a given month, after all charges summarized below,
exceeds the Assumed Investment Rate (3 1/2% per annum unless a different rate is
selected), the monthly payment will be greater than the previous payment. If the
net investment experience for a month is less than such Assumed Investment Rate,
the monthly payment will be less than the previous monthly payment. (See the
Statement of Additional Information -- "Assumed Investment Rate.")
 
     The use of an Assumed investment Rate higher than 3 1/2% per annum would
cause the first annuity payment to be larger, but subsequent payments would
increase more slowly or decrease more quickly and ultimately be less than they
would under a 3 1/2% Assumed Investment Rate, provided that annuity payments
continue for a sufficient period of time. A 3 1/2% Assumed Investment Rate will
be used in the absence of a selection otherwise.
 
     Up to three Divisions of the Separate Account, or two Divisions of the
Separate Account and the General Account may be selected to provide an annuity.
The first payment provided under the variable and the fixed annuity must each be
at least $25.
 
ANNUITY DATE
 
     Annuity payments under deferred Contracts may begin on the first day of any
month before the Annuitant's 75th birthday, as selected by the Contract Owner on
a form approved by the Company. However, special rules apply to payments under
403(b), 401, 403(a) and 457 plans or simplified employee pension plans ("SEPs").
(See the discussion of required distributions for each plan type under "Federal
Tax Matters.")
 
ANNUITY PAYMENT OPTIONS
 
     The Annuitant may elect to have the Accumulation Value of the Contract
applied on the Annuity Date to any one of the options listed below. The amount
applied to effect an annuity will be the Accumulation Value on the tenth day
preceding the Annuity Date.
 
     In most cases, if the Annuitant does not specify one of the options at
least thirty days prior to the Annuity Date, annuity payments are made in
accordance with the second option, with payments being guaranteed for a ten year
period. If the Contract is issued under certain retirement plans, however,
federal pension law may require that payments be made pursuant to the fourth
option unless otherwise elected. Tax laws and regulations may impose further
restrictions to assure that the primary purpose of the plan is distribution of
the accumulated funds to the employee. Absent a contrary election at least
thirty days in advance, General Account accumulations
 
                                       25
<PAGE>   30
 
will be used to provide a fixed annuity, and Separate Account accumulations will
be used to provide a variable annuity based on the same Divisions of the
Separate Account in which the Contract was invested immediately prior thereto.
An Annuitant wishing to receive a lump sum rather than an annuity may surrender
the Contract as described below under "Surrender."
 
     An Annuitant or Beneficiary receiving Annuity Payments under the fifth
option can elect at any time, if the Annuitant or Beneficiary has previously
elected rights of commutation, to terminate such option and receive the current
value of all remaining Annuity Payments owed under the Contract, discounted to
present value (at the Assumed Investment Rate previously selected) based on
values next determined after the request for such payment is received at the
Company's Home Office. A surrender charge will be imposed on the Purchase
Payments made within 36 months preceding such election by an Annuitant.
 
     First Option -- Life Annuity. Variable annuity payments are payable monthly
during the lifetime of the Annuitant, and the annuity terminates with the last
payment preceding death. This option offers the maximum amount per variable
annuity payment since there is no provision for a death benefit for
Beneficiaries. It would be possible under this option for the Annuitant to
receive only one annuity payment if he died prior to the date of the second
payment, two if he died before the third annuity payment date, etc.
 
     Second Option -- Life Annuity with 60, 120, 180 or 240 Monthly Payments
Certain. Variable annuity payments are payable monthly during the lifetime of an
Annuitant with the provision that, if the Annuitant dies during the certain
period, the Beneficiary may receive monthly payments for the remainder of the
certain period.
 
     Third Option -- Unit Refund Life Annuity. Variable annuity payments are
payable monthly during the lifetime of an Annuitant with an additional payment
to the Beneficiary at the death of the Annuitant equal to the then-current value
of any Annuity Units credited to the Contract at the Annuity Date which have not
theretofore been paid out in the form of annuity payments. For this purpose, the
number of Annuity Units credited to the Contract at the Annuity Date will be the
total value applied to this option divided by the Annuity Unit value at the date
used to calculate the first annuity payment.
 
     Fourth Option -- Joint and Last Survivor Life Annuity. Variable annuity
payments are payable monthly during the joint lifetimes of two Annuitants and
continue during the lifetime of the surviving Annuitant. This option is designed
primarily for couples who require maximum possible variable annuity payments
during their joint lives and who are not concerned with providing for
Beneficiaries at the death of the last to survive. It would be possible under
this option for the joint Annuitants to receive only one payment if both
Annuitants died prior to the date of the second payment, or for the joint
Annuitants to receive only one payment and the surviving Annuitant to receive
only one payment if one Annuitant died prior to the date of the second payment
and the surviving Annuitant died prior to the date of the third payment, etc.
 
     Fifth Option -- Payments for Designated Period. Annuity payments are
payable monthly for a selected number of years between three and fifteen. At any
time during such period, if the Annuitant or Beneficiary has previously elected
rights of commutation, the Annuitant may elect to receive in one sum the present
value of the remaining payments, calculated on the basis of an interest rate per
annum equal to that rate used to calculate the Annuitant's first annuity
payment. If an election to receive such present value is made by an Annuitant,
the surrender charge will be applied to Purchase Payments made within 36 months
of the time of the election. Under the Federal tax laws, the election of this
lump-sum option may be treated in the same manner as a surrender of the
Contract. If the Contract is surrendered, usually the full amount received would
be includable in income for that year, and, to the extent so included, would be
taxed at ordinary rates, subject to possible special tax treatment for some
distributions from retirement programs. If payments would amount to less than
$25 each, the Company may make payments less frequently than monthly.
 
ENHANCEMENTS UNDER ANNUITY OPTIONS
 
     Enhancements of the annuity options described above recently have been made
available under the Contracts. These include partial annuitization, flexible
payments of varying amounts and inflation protection payments. To the extent
some or all of these options do not result in
 
                                       26
<PAGE>   31
 
"substantially equal payments" over the life expectancy of the Annuitant,
electing such options may result in unfavorable tax consequences to Annuitants
under age 59 1/2. (See "Federal Tax Matters.") Additionally certain options may
be available with a one to twenty payment certain periods. Further, Option Four
is available with a one to twenty payment certain period. Not all of the
enhancements are available under each option.
 
DEATH OF ANNUITANT DURING ANNUITY PERIOD
 
     If the Annuitant dies during the Annuity Period, the Beneficiary may be
entitled to payment of an additional amount or amounts, and may be entitled to
certain alternatives discussed below. If, prior to death, the Annuitant had been
receiving payments under the first or fourth options, no additional amounts
would be due. If, however, the Annuitant had been receiving payments under the
second, the third or the fifth options, the Beneficiary may elect one of the
following three alternatives:
 
     1. elect to receive in a lump sum the present value, discounted at the
        Assumed Investment Rate, of any remaining annuity payments owed under
        the Contract based on the then-current Annuity Unit value;
 
     2. elect to continue receiving annuity payments under the terms of the
        Contract, in which case the Beneficiary would be entitled at any time
        thereafter to receive the present value of remaining annuity payments,
        discounted at the Assumed Investment Rate, based on the Annuity Unit
        value next determined after request for such payment is received at the
        Company's Home Office; or
 
     3. elect to have the present value, discounted at the Assumed Investment
        Rate, of any annuity payments owed on the Contract, based on the
        then-current Annuity Unit value, applied to the fifth option, either on
        a fixed or variable basis, or a combination of both, for a period
        shorter than the period remaining under the annuity option selected by
        the Annuitant.
 
     Under the Federal tax laws, the election of alternative (2) above may be
treated in the same manner as a surrender of the Contract. If the Contract is
surrendered, usually the full amount received would be includable in income for
that year and, to the extent so included, would be taxed at the ordinary rate.
 
SURRENDER
 
     All or part of the Surrender Value of a Contract may be withdrawn by the
Contract Owner at any time before the commencement of annuity payments, provided
that the Annuitant is alive at the time of surrender. This right is subject to
any restrictions on surrender under applicable law and the employer's plan. The
Contract must be returned to and be received by the Company before a total
surrender will be effected. (See "Charge for Partial and Total Surrenders" for
an explanation of charges which may be assessed upon surrender.)
 
     The Surrender Value of a Contract at any time is equal to the Accumulation
Value under the Contract at the time of surrender, less any surrender charge.
For this purpose, the value of an Accumulation Unit is that next computed after
the request for surrender is received at the Company's Home Office. There is no
assurance that the Surrender Value will equal or exceed the aggregate amount of
Purchase Payments at any time.
 
     A partial surrender will result in a reduction of the Accumulation Value
credited to a Contract. The reduction will equal the dollar amount surrendered
plus the surrender charge, if any, and will be allocated among the General
Account value and the values in the Divisions in the same proportion as the
surrender requested by the Contract Owner. The reduction in the number of
Accumulation Units credited to a Division of the Separate Account will equal the
amount surrendered from that Division plus the surrender charge allocable to
that Division, if any, divided by the applicable Accumulation Unit value next
computed after the written request for surrender is received at the Company's
Home Office. If the entire value under a Division is surrendered in a partial
surrender, the dollar amount surrendered will be reduced by the surrender charge
allocable to that Division.
 
     Under the Texas State Optional Retirement Program or in most Section 403(b)
Contracts, no surrender or partial surrender by a participant
 
                                       27
<PAGE>   32
 
will be permitted prior to termination of employment, retirement or death. (See
"Federal Tax Matters.")
 
     Under the Florida State Optional Retirement Program no surrender or partial
surrender by a Participant of Accumulation Values attributable to Purchase
Payments contributed by the Participant's employer will be permitted. Benefits
based on employer contributions may only be paid upon the Participant's death,
retirement or termination of employment. Except in the case of the Participant's
death, and except for certain small amounts as approved by the State of Florida,
such benefit payments may not be paid in a lump sum or for a period certain, but
will only be paid through a life contingency option.
 
     For an explanation of possible adverse tax consequences from a partial
redemption or surrender, see "Federal Tax Matters."
 
     Payments of Surrender Values as well as lump-sum payments available under
an annuity option will be made within seven calendar days after receipt of the
written request by the Company at its Home Office; however, payments
attributable to a Division may be suspended or postponed at any time when
redemption of the Fund's shares is suspended or postponed. (See "Offering,
Purchase and Redemption of Fund Shares" in the Series Company Statement of
Additional Information for a discussion of the circumstances under which each
Fund may suspend or postpone redemption of its shares.) Payments attributable to
a Division of the Separate Account may also be suspended or postponed during any
period when trading on the New York Stock Exchange is suspended or restricted,
when an emergency makes it impracticable for the company fairly to determine the
value of its net assets or for such time as the Securities and Exchange
Commission may by order permit.
 
     Occasionally, the Company may receive a request for total or partial
surrender which includes Accumulation Values derived from Purchase Payments
which have not cleared the banking system. The Company may delay mailing that
portion of the Surrender Value which relates to such amounts until the check for
the payment has cleared. The Accumulation Unit value used to determine the
remaining Surrender Value to be remitted will be on the basis of the valuation
next computed after receipt of the request for surrender.
 
OTHER CONTRACT FEATURES
 
CHANGE OF BENEFICIARY
 
     The Beneficiary is designated in the application by the Contract Owner, and
may be changed at any time unless such designation has been made irrevocable.
Under certain retirement programs, however, spousal consent may be required to
name or change a Beneficiary, and the right to name a Beneficiary other than the
spouse may be subject to applicable tax laws and regulations. If no Beneficiary
is living at the time of an Annuitant's death, any benefits otherwise payable
under the Contract to the Beneficiary will be payable to the Annuitant's estate.
If a Beneficiary dies while receiving payments under the Contract, and if no
other Beneficiary is then living, any remaining benefits owed under the Contract
will be paid to such Beneficiary's estate.
 
REVOCATION
 
     The Contract Owner may revoke the Contract by returning it to the Company
within ten days of delivery or such longer revocation period as is required by
state law. The Company will refund any Purchase Payments received for the
Contract, unless a larger refund is required by state law.
 
RESERVATION OF RIGHTS
 
     The Company reserves the right to amend the Contract (1) to conform with
substitutions of investments or (2) to comply with tax or other laws applicable
to these types of Contracts. The Company also reserves the right (3) to operate
the Separate Account as a management investment company under the 1940 Act, in
consideration of receipt of an investment management fee, or in any other form
permitted by law, and (4) to deregister the Separate Account under the 1940 Act
in the event such registration is no longer required.
 
RELATIONSHIP TO EMPLOYER'S PLAN
 
     Since it is contemplated that all Contracts offered by this prospectus will
be used for retirement programs, reference should be made to specific plan
provisions and restrictions, if any, contained in the employers' plan in
connection with this description of the Contracts.
 
     Plan loans from the portion of the Contract attributable to the General
Account may be per-
 
                                       28
<PAGE>   33
 
mitted by your employer's plan. Refer to your plan for a description of charges
and further information.
 
FEDERAL TAX MATTERS
 
GENERAL
 
     Major changes in Federal income tax laws in the past several years may
affect the tax treatment of investments in the Contracts. It is not feasible to
comment on all of these changes, and Contract Owners should consult a qualified
tax advisor for more complete information. Contract Owners should also be aware
that future legislation may change some of the rules discussed in the following
materials.
 
TAXES PAYABLE BY PARTICIPANTS AND
ANNUITANTS
 
     The Contracts offered in connection with this prospectus are used with
retirement programs which receive favorable tax deferred treatment under Federal
income tax law.
 
     Annuity payments, or other amounts received under all Contracts generally
are subject to some form of federal income tax withholding. The withholding
requirement will vary among recipients depending on the type of program, the tax
status of the individual and the type of payments from which taxes are withheld.
Additionally, annuity payments or other amounts received under all contracts may
be subject to state income tax withholding requirements.
 
SECTION 403(B) ANNUITIES FOR EMPLOYEES
OF CERTAIN TAX-EXEMPT ORGANIZATIONS OR
PUBLIC EDUCATIONAL INSTITUTIONS
 
     Purchase Payments. Under section 403(b) of the Code, payments made by
certain employers (i.e., tax-exempt organizations, meeting the requirements of
section 501(c)(3) of the Code and public educational institutions) to purchase
annuity Contracts for their employees are excludable from the gross income of
employees to the extent that the aggregate Purchase Payments do not exceed the
limitations prescribed by section 402(g), section 403(b)(2), and section 415 of
the Code. This gross income exclusion applies to employer contributions and
voluntary salary reduction contributions.
 
   
     An individual's voluntary salary reduction contributions under section
403(b) are generally limited to the lesser of $9,500 or 20 percent of salary;
additional catch-up contributions are permitted under certain circumstances.
Combined employer and salary reduction contributions are generally limited to
the lesser of $30,000 or approximately 20 percent of salary. In addition, for
plan years beginning after December 31, 1988, employer contributions must comply
with various nondiscrimination rules; these rules may have the effect of further
limiting the rate of employer contributions for highly compensated employees.
    

     Taxation of Distributions. Distributions of voluntary salary reduction
amounts are restricted. The restrictions apply to amounts accumulated after
December 31, 1988 (including voluntary contributions after that date and
earnings on prior and current voluntary contributions). These restrictions
require that no distributions will be permitted prior to one of the following
events: (1) attainment of age 59 1/2, (2) separation from service, (3) death,
(4) disability, or (5) hardship (hardship distributions will be limited to the
amount of salary reduction contributions exclusive of earnings thereon).

     Distributions from a section 403(b) annuity contract are taxed as ordinary
income to the recipient in accordance with section 72 of the Code. Distributions
received before the recipient attains age 59 1/2 generally are subject to a 10%
penalty tax in addition to regular income tax. Certain distributions are
excepted from this penalty tax, including distributions following (1) death, (2)
disability, (3) separation from service during or after the year the participant
reaches age 55, (4) separation from service at any age if the distribution is in
the form of substantially equal periodic payments over the life (or life
expectancy) of the Participant (or the Participant and Beneficiary), and (5)
distributions in excess of tax deductible medical expenses.

   
     Required Distributions. Generally, distributions from section 403(b)
annuities must commence no later than April 1 of the calendar year following the
calendar year in which the Participant attains age 70 1/2 and such distributions
must be made over a period that does not exceed the life expectancy of the
Participant (or joint life expectancy of the Participant and Beneficiary).
Participants employed by governmental entities and certain church organizations
may delay the commencement of payments until April 1 of the calendar year
following retirement if they remain
    
 
                                       29
<PAGE>   34
 
employed after attaining age 70 1/2. Upon the death of the Contract Owner prior
to the commencement of annuity payments, the amount accumulated under the
Contract must be distributed within five years or, if distributions to a
beneficiary designated under the Contract commence within one year of the
Contract Owner's death, distributions are permitted over the life of the
beneficiary or over a period not extending beyond the beneficiary's life
expectancy. If the Contract Owner has commenced receiving annuity distributions
prior to his death, distributions must continue at least as rapidly as under the
method in effect at the date of his death. However, amounts accumulated under a
Contract on December 31, 1986, are not subject to these minimum distribution
requirements. Pre-January 1, 1987 amounts may be paid in a manner that meets the
above rule or (i) must begin to be paid when the Participant attains age 75; and
(ii) the present value of payments expected to be made over the life of the
Participant under the option chosen must exceed 50% of the present value of all
payments expected to be made (the "50% rule"). The 50% rule will not apply to
joint annuitants, if a Participant's spouse is the joint annuitant.
Notwithstanding these rules for pre-January 1, 1987 amounts held under 403(b)
Contracts, the entire Contract balance must meet the minimum distribution
incidental benefit requirement of section 403(b)(10). A penalty tax of 50% will
be imposed on the amount by which the minimum required distribution in any year
exceeds the amount actually distributed in that year.
 
     Tax-Free Transfers and Rollovers. The IRS has ruled (Revenue Ruling 90-24)
that total or partial amounts may be transferred tax free between section 403(b)
annuity contracts and/or 403(b)(7) custodial accounts under certain conditions.
In addition, section 403(b)(8) of the Code permits tax-free rollovers from
section 403(b) programs to IRAs or other section 403(b) programs under certain
circumstances. Such a rollover must be completed within 60 days of receipt of 
the distribution. The portion of any distribution which is eligible to be rolled
over to an IRA or another 403(b) program is subject to 20% federal income tax
withholding unless the Participant elects a direct rollover of such distribution
to an IRA or other section 403(b) program.
 
SECTION 401 QUALIFIED PENSION, PROFIT-
SHARING OR ANNUITY PLANS
 
     Purchase Payments. Purchase Payments made by an employer (or a
self-employed individual) under a pension, profit-sharing or annuity plan
qualified under section 401 or section 403(a) of the Code are excluded from the
gross income of the employee for Federal income tax purposes. Payments made by
an employee generally are made on an after-tax basis, unless they are made on a
pre-tax basis by reason of Sections 401(k) or 414(h).
 
     Taxation of Distributions. Distributions from Contracts purchased under
qualified plans are taxable as ordinary income, except to the extent allocable
to an employee's after-tax contributions (which constitute "investment in the
Contract"). However, if an employee or the Beneficiary receives a lump sum
distribution, as defined in the Code, from an exempt employees' trust, the
taxable portion of the distribution may be subject to special tax treatment. For
most individuals receiving lump sum distributions after attainment of age
59 1/2, the rate of tax may be determined under a special 5-year income
averaging provision. Those who attained age 50 by January 1, 1986 may instead
elect to use a 10-year income averaging provision based on the income tax rates
in effect for 1986. In addition, individuals who attained age 50 by January 1,
1986 may elect capital gains treatment (at a 20% rate) for the taxable portion
of a lump sum distribution attributable to years of service before 1974; such
capital gains treatment has otherwise been repealed. Taxable distributions
received under a Contract purchased under a qualified plan prior to attainment
of age 59 1/2 are subject to the same 10% penalty tax (and the same exceptions)
as described with respect to section 403(b) annuity Contracts.
 
     Required Distributions. The minimum distribution requirements for qualified
plans are generally the same as described with respect to section 403(b) annuity
Contracts, except that no amounts are exempted from the minimum distribution
requirements.
 
     Tax-Free Rollovers. The taxable portion of certain distributions from a
plan qualified under section 401 or 403(a), may be transferred in a tax-free
rollover to an individual retirement account or annuity or to another such plan.
Such a rollover must be completed within 60 days of
 
                                       30
<PAGE>   35
 
receipt of the qualifying distribution. The portion of any distribution which is
eligible to be rolled over to an IRA or section 401(a) or 403(a) plan is subject
to 20% federal income tax withholding unless the Participant elects a direct
rollover of such distribution to an IRA or other section 401(a) or 403(a) plan.
 
INDIVIDUAL RETIREMENT ANNUITIES
 
     Purchase Payments. The Tax Reform Act of 1986 has limited the extent to
which individuals may make tax-deductible contributions for IRA Contracts.
Deductible contributions equal to the lesser of $2,000 or 100% of compensation
are permitted only for individuals who (i) are not (and whose spouses are not)
active participants in another retirement plan; (ii) are active participants in
another retirement plan, but are unmarried and have adjusted gross income of
$25,000 or less; or (iii) are active participants (or have spouses who are) in
another retirement plan, but are married and have adjusted gross income of
$40,000 or less. Such individuals may also establish an IRA for a nonworking
spouse who receives no compensation during the tax year; the annual
tax-deductible Purchase Payments for both spouses' Contracts cannot exceed the
lesser of $2,250 or 100% of the working spouse's earned income; no more than
$2,000 may be contributed to either spouse's IRA for any year. Individuals who
are active participants in other retirement plans and whose adjusted gross
income exceeds the cut-off point ($25,000 for unmarried and $40,000 for married)
by less than $10,000 are entitled to make deductible IRA contributions in
proportionately reduced amounts.
 
     An individual may make nondeductible IRA contributions to the extent of the
excess of (i) the lesser of $2,000 ($2,250 in the case of contributions to both
the individual's IRA and spousal IRA) or 100% of compensation over (ii) the IRA
deduction limit with respect to the individual.
 
     Taxation of Distributions. Distributions from IRA Contracts are taxed as
ordinary income to the recipient. In addition, a 10% penalty tax will be imposed
on taxable distributions received before the year in which the recipient attains
age 59 1/2, except that distributions made on account of death, disability or in
the form of substantially equal periodic payments over the life (life
expectancy) of the participant (or the participant and beneficiary) are not
subject to the penalty tax.
 
     Required Distributions. The minimum distribution requirements for IRA
Contracts are generally the same as described with respect to section 403(b)
Annuity Contracts, except that no amounts are exempted from the minimum
distribution requirements and, in all events, such distributions must commence
no later than April 1 of the calendar year following the calendar year in which
the Participant attains age 70 1/2.
 
     Tax-Free Rollovers. Federal law permits funds to be transferred in a
tax-free rollover from a qualified employer pension, profit-sharing or annuity
Contracts or plan or a section 403(b) annuity Contract to an IRA Contract under
certain conditions. Amounts accumulated under such a rollover IRA may
subsequently be rolled over on a tax-free basis to another such plan or section
403(b) annuity Contract. In addition, a tax-free rollover may be made from one
IRA to another, provided that not more than one such rollover may be made during
any twelve-month period. In order to qualify for tax-free treatment, all
rollovers must be completed within 60 days after the distribution is received.
 
SIMPLIFIED EMPLOYEE PENSION PLANS
 
   
     Purchase Payments. Under section 408(k) of the Code, employers may
establish a type of IRA plan referred to as a simplified employee pension plan
(SEP). Employer contributions under an SEP, which generally must be made at a
rate representing a uniform percent of the compensation and participating
employees, are excluded from the gross income of employees for Federal income
tax purposes. Employer contributions to a SEP cannot exceed the lesser of
$30,000 or 15% of an employee's compensation for plan years beginning after
December 31, 1993.
    
 
     Salary Reduction SEPs. Federal tax law allows employees of certain small
employers to have contributions made to the SEP on their behalf on a salary
reduction basis. These salary reduction contributions may not exceed $7,000,
indexed for inflation in later years. Employees of tax-exempt organizations are
not eligible for this type of SEP.
 
     Taxation of Distributions. SEP distributions are subject to taxation in the
same manner as other IRA distributions.
 
                                       31
<PAGE>   36
 
     Required Distributions. SEP distributions are subject to the same minimum
required distribution rules applicable to other IRAs.
 
     Tax-Free Rollovers. Funds may be rolled over tax free from one SEP to
another as long as the rollover is completed within 60 days after the
distribution is received and is done no more frequently than once every twelve
months.
 
SECTION 457 UNFUNDED DEFERRED
COMPENSATION PLANS OF PUBLIC
EMPLOYERS AND TAX-EXEMPT
ORGANIZATIONS
 
     Purchase Payments. Under section 457 of the Code, individuals who perform
services for a unit of a state or local government may participate in a deferred
compensation program. Tax-exempt employers may establish deferred compensation
plans under section 457 only for a select group of management or highly
compensated employees and/or independent contractors.
 
     This type of program allows individuals to defer the receipt of
compensation which would otherwise be presently payable and to therefore defer
the payment of Federal income taxes on the amounts. Assuming that the program
meets the requirements to be considered an eligible deferred compensation plan
(an "EDCP"), an individual may contribute (and thereby defer from current income
for tax purposes) the lesser of $7,500 or 33 1/3% of the individual's includible
compensation. (Includible compensation means compensation from the employer
which is currently includable in gross income for Federal tax purposes.) During
the last three years before an individual attains normal retirement age,
additional catch-up deferrals are permitted.
 
     The amounts which are deferred may be used by the employer to purchase the
Contracts offered by this prospectus. The Contract is owned by the employer and,
in fact, is subject to the claims of the employer's creditors. The employee has
no present rights or vested interest in the Contract and is only entitled to
payment in accordance with the EDCP provisions.
 
     Taxation of Distributions. Amounts received by an individual from an EDCP
are includible in gross income for the taxable year in which such amounts are
paid or otherwise made available.
 
     Distributions Before Separation From Service. Distributions generally are
not permitted under an EDCP prior to separation from service except for
unforeseeable emergencies. Emergency distributions are includible in the gross
income of the individual in the year in which paid.
 
     Required Distributions. Beginning January 1, 1989, the minimum distribution
requirements for EDCP's are generally the same as those for qualified plans and
section 403(b) annuity contracts except that no amounts are exempted from
minimum distribution requirements.
 
     Tax-Free Transfers and Rollovers. Federal income tax law permits the
tax-free transfer of EDCP amounts to another EDCP, but not to an IRA or other
type of plan.
 
PRIVATE EMPLOYER UNFUNDED DEFERRED
COMPENSATION PLANS
 
     Purchase Payments. Private taxable employers may establish unfunded and
non-qualified deferred compensation plans for a select group of management or
highly compensated employees and/or for independent contractors.
 
     Certain arrangements of nonprofit employers entered into prior to August
16, 1986, and not subsequently modified, are subject to the rules for private
taxable employer deferred compensation plans discussed below.
 
     Where a Contract is purchased under a 457 or private employer unfunded
deferred compensation plan, it constitutes a non-qualified contract
("Non-Qualified Contract"). Ordinary Non-Qualified Contracts, not sold pursuant
to such an employer's plan, are not available under this Contract. Purchase
Payments made under ordinary Non-Qualified Contracts are not excludible from the
gross income of the Contract Owner or deductible for tax purposes. Private
employer unfunded deferred compensation plans, however, allow individuals to
defer receipt of up to 100% of compensation which would otherwise be includable
in income and to therefore defer the payment of Federal income taxes on the
amounts. Increases in the Accumulation Value of Non-Qualified Contracts
resulting from the investment performance of the Separate Account are not
taxable to the Contract Owner until received by him. Contract Owners that are
not natural persons, however, are currently taxable on any increase in the
Accumulation Value.
 
     Deferred compensation plans represent a bare contractual promise on the
part of the em-
 
                                       32
<PAGE>   37
 
ployer to pay current wages at some future time. The Contract is owned by the
employer and is subject to the claims of the employer's creditors. The
individual has no present right or vested interest in the Contract and is only
entitled to payment in accordance with plan provisions.
 
     Taxation of Distributions. Amounts received by an individual from a private
employer deferred compensation plan are includible in gross income for the
taxable year in which such amounts are paid or otherwise made available.
 
     Tax-Free Transfers and Rollovers. Federal income tax law does not allow
tax-free transfers or rollovers for amounts accumulated in a private employer
deferred compensation plan.
 
EFFECT OF TAX-DEFERRED ACCUMULATIONS
 
     The charts below compare accumulations attributable to contributions to (1)
Contracts purchased with pre-tax contributions under tax-favored retirement
programs, (2) Non-Qualified Contracts purchased with after tax contributions and
(3) conventional savings vehicles such as savings accounts.
 
                           TAX-DEFERRED ACCUMULATION
 
                                  [bar graph]

This hypothetical chart compares the results of contributing $100 per month
($138.89 for the tax-favored program because contributions are before-tax). It
assumes a 28% tax rate and an 8% fixed rate of return (before fees and charges).
The deduction of fees and charges is reflected in the chart. The dotted lines
represent amounts remaining after withdrawal and payment of taxes and any
surrender charges. An additional 10% tax penalty may apply to withdrawals before
age 59 1/2.
 
     Unlike savings accounts, contributions to tax-favored retirement programs
and non-qualified contracts provide tax-deferred treatment on earnings. In
addition, contributions to tax-favored retirement programs ordinarily are not
subject to income tax until withdrawn. As shown above, investing in a
tax-favored program increases the accumulation power of savings over time. The
more taxes saved and reinvested in the program, the more the accumulation power
effectively grows over the years.
 
     To further illustrate the advantages of tax-deferred savings using a 28%
Federal tax bracket, an annual fixed yield (BEFORE THE DEDUCTION OF ANY FEES OR
CHARGES) of 8% under a tax-favored retirement program in which tax savings were
reinvested has an equivalent annual fixed yield of 5.76% under a conventional
savings program. THE 8% YIELD ON THE TAX-FAVORED PROGRAM WILL BE REDUCED BY THE
IMPACT OF INCOME TAXES UPON WITHDRAWAL. The yield will vary depending upon the
timing of withdrawals. The previous chart shows the actual after-tax amounts
that would be received.
 
     As indicated above, contributions to tax-favored retirement programs are
not subject to Federal income tax unless and until withdrawn. Accumulations
under tax-favored retirement programs are not required to be withdrawn until age
70 1/2. There may be restrictions on withdrawals of certain types of
contributions before age 59 1/2, separation from service, death, disability or
hardship. Withdrawals before age 59 1/2 generally are subject to a 10% penalty
tax in addition to regular income tax, but withdrawals may be eligible for total
or partial rollover to an IRA or another retirement program.
 
     By taking into account the current deferral of taxes, contributions to
tax-favored retirement programs increase the amount available for savings by
decreasing the relative current out-of-pocket cost of the investment. The chart
below illustrates this principle:
 
                              PAYCHECK COMPARISON
 
<TABLE>
<CAPTION>
                                 TAX-FAVORED
                                 RETIREMENT      SAVINGS
                                 PROGRAM         ACCOUNT
                                 -------         -------
<S>                              <C>             <C>
Set Aside.....................   $ 2,500         $ 2,500
Tax deferred until
  withdrawal..................      (700)             --
Current Out-of-Pocket.........   $ 1,800         $ 2,500
</TABLE>
 
     This chart compares a $2,500 contribution and assumes a 28% Federal tax
bracket.
 
FUND DIVERSIFICATION
 
     Non-qualified contracts, as discussed above, are not sold under this
Contract. Separate Account investments for non-qualified contracts are
 
                                       33
<PAGE>   38
 
available under other Company Contracts, however.
 
     Separate Account investments must be adequately diversified in order for
the increase in the value of non-qualified contracts to receive tax-deferred
treatment. In order to be adequately diversified, each portfolio must, as of the
end of each calendar quarter or within 30 days thereafter, have no more than 55%
of its assets invested in any one investment, 70% in any two investments, 80% in
any three investments and 90% in any four investments. Failure of a Fund
portfolio to meet the diversification requirements could result in tax liability
to non-qualified contract Owners. The Fund expects to meet the diversification
requirements above and assure tax deferred treatment for holders of any
Non-Qualified Contracts.
 
     The investment opportunities of the Fund could conceivably be limited by
adhering to the above diversification requirements. This would affect all
Contract Owners, including those owners of Qualified Contracts for whom
diversification is not a requirement for tax-deferred treatment.
 
VOTING RIGHTS
 
     The Contract Owner during the Accumulation Period, the Annuitant during the
Annuity Period, or the Beneficiary after the Annuitant's death, will be entitled
to give instructions to the Company as to how Fund shares held in the Divisions
of the Separate Account attributable to the Contract should be voted at meetings
of shareholders of the Fund or the Series Company. Those persons entitled to
give voting instructions will be determined as of the record date for the
meeting.
 
     During the Accumulation Period, each Annuitant (other than Annuitants under
Contracts issued in connection with non-qualified and unfunded deferred
compensation plans) will have the right to give instructions for those votes,
notwithstanding that the Contract Owner may be the Annuitant's employer.
Contract Owners will instruct the Company in accordance with such instructions.
 
     The number of Fund shares held in a Division deemed attributable to a
Contract prior to the Annuity Date and during the lifetime of the Annuitant will
be determined on the basis of the value of Accumulation Units credited to the
Contract as of the record date. On or after the Annuity Date or after the death
of the Annuitant, the number of Fund shares deemed attributable to the Contract
will be based on the liability for future variable annuity payments to the payee
under the Contract as of the record date. Such liability for future payments
will be calculated on the basis of the mortality assumptions and the Assumed
Investment Rate used in determining the number of Annuity Units credited to the
Contract and the applicable Annuity Unit value on the record date. During the
Annuity Period, the number of votes attributable to a Contract will generally
decrease since funds set aside for an Annuitant will decrease.
 
     Persons who are entitled to vote will receive proxy material and a form on
which voting instructions may be given. Fund shares held in the Separate Account
or any other registered separate account of the Company or its affiliates that
are or are not attributable to annuity contracts as to which no instructions
have been received will be voted for or against any proposition in the same
proportion as the shares for which voting instructions have been received by
that separate account. Fund shares held in unregistered separate accounts of the
Company or its affiliates will be voted in the same proportion as the aggregate
of (i) the shares for which voting instructions are received and (ii) the shares
that are voted in proportion to such voting instructions. However, if the
Company or an affiliate determines that it is permitted to vote any such shares
of the Fund in its own right, it may elect to do so, subject to the then current
interpretation of the 1940 Act and the rules thereunder.
 
                                       34
<PAGE>   39
 
                REVOCATION OF TELEPHONE ASSET TRANSFER AUTHORITY
    Participant/Contract Owner Name:
 
    ------------------------------------------------------------------------
    Social Security Number:
 
    ------------------------------------------------------------------------
    Birth Date:
 
     I am the Participant under or Contract Owner of one or more variable
annuity contracts issued by The Variable Annuity Life Insurance Company
("VALIC"). I hereby instruct The Variable Annuity Life Insurance Company not to
accept any telephone instructions to transfer Accumulation Values among
investment options or change the allocation of future Purchase Payments from me,
anyone representing me or anyone representing himself or herself to be me. I
understand that as a result of executing this form that the transfer of
Accumulation Values or Annuity Values among investment options or changes in the
allocation of future Purchase Payments may only be effected upon the receipt by
VALIC of my written instructions.
 
<TABLE>
<S>                                                                  <C>
- ----------------------------------------------------------------     -------------------------
              Participant/Contract Owner Signature                             Date
</TABLE>
 
Mail this form to any Regional Office (see the last page of your prospectus for
addresses) or to the Home Office at the following address: VALIC, Customer
Service A3-01, 2929 Allen Parkway, Houston, TX 77019.
<PAGE>   40
 
Please tear off, complete and return the form below to order a Statement of
Additional Information for the Contracts offered under the prospectus (Contract
Forms UIT-981). Address the form to any Regional Office, the addresses of which
appear on the inside back cover of this prospectus. A Statement of Additional
Information may also be ordered by calling 1-800-44-VALIC.
 
- --------------------------------------------------------------------------------
 
                               UIT-981 CONTRACTS
 
Please send me a free copy of the Statement of Additional Information for The
Variable Annuity Life Insurance Company Separate Account A (Contract Form
UIT-981).
 
                             (Please Print or Type)
 
- --------------------------------------------------------------------------------
 
<TABLE>
  <S>                                         <C>
  Name:                                       G.A. #
  ----------------------------------------    ----------------------------------------
  Address:                                    Policy: #
  ----------------------------------------    ----------------------------------------
  ----------------------------------------
  Social Security Number:
  ----------------------------------------
</TABLE>
 
- --------------------------------------------------------------------------------
<PAGE>   41
 
              CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
 
<TABLE>
<CAPTION>
                                                                                        PAGE
                                                                                        ----
<S>                                                                                     <C>
General Information..................................................................     2
Types of Variable Annuity Contracts..................................................     2
Calculation of Surrender Charge......................................................     3
     Illustration of Surrender Charge on Total Surrender.............................     3
     Illustration of Surrender Charge on Partial Surrender...........................     3
Accumulation Unit Value..............................................................     4
     Illustration of Calculation of Accumulation Unit Value..........................     4
     Illustration of Purchase of Accumulation Units..................................     4
Performance Calculations.............................................................     4
     Calculation of Yield for Money Market Division Two..............................     4
     Illustration of Calculation of Yield for Money Market Division Two..............     4
     Calculation of Effective Yield for Money Market Division Two....................     4
     Illustration of Calculation of Effective Yield for Money Market Division Two....     4
     Standardized Yield for Capital Conservation Division One........................     5
          Calculation of Standardized Yield..........................................     5
          Illustration of Calculation of Standardized Yield..........................     5
          Calculation of Average Annual Total Return.................................     5
Performance Information..............................................................     6
     Performance Compared to Market Indices..........................................     6
     Stock Index Division Ten Performance Compared to S&P 500 Index..................     7
     MidCap Index Division Four Performance Compared to Relevant Index...............     8
     Timed Opportunity Division Five Performance Compared to S&P 500 Index, Merrill
      Lynch Corporate and Government Master Index, and Certificate of Deposit Primary
      Offering by New York City Banks, 30 Day Index..................................     9
     Capital Conservation Division One Performance Compared to Merrill Lynch U.S.
      Corporate High Yield Index and Merrill Lynch Corporate Master Index............    10
     Money Market Division Two Performance Compared to Certificate of Deposit Primary
      Offering by New York City Banks, 30 Day Index..................................    11
Annuity Payments.....................................................................    11
     Assumed Investment Rate.........................................................    11
     Amount of Annuity Payments......................................................    11
     Annuity Unit Value..............................................................    12
     Illustration of Calculation of Annuity Unit Value...............................    12
     Illustration of Annuity Payments................................................    13
Distribution of Variable Annuity Contracts...........................................    13
Experts..............................................................................    13
Comments on Financial Statements.....................................................    14
</TABLE>
<PAGE>   42
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                 FOR ADDITIONAL INFORMATION ABOUT THE CONTRACTS
                     CONTACT YOUR NEAREST REGIONAL OFFICE:
 
   
10851 N. Black Canyon Hwy.
Suite 700
Phoenix, AZ 85029
(602) 678-1700
222 South Harbour Blvd.
10th Floor
Anaheim, CA 92805

    
   
(714) 774-7844
    
1900 O'Farrell St.
Suite 390
   
San Mateo, CA 94403
(415) 574-5433
    
165 South Union Blvd. West
Suite 1050
Lakewood, CO 80228
(303) 988-3344
10006 N. Dale Mabry Hwy.
Suite 113
Tampa, FL 33618
(813) 961-1611
   
100 Ashford Center North
Suite 100
Atlanta, GA 30338
(770) 395-4700
    
230 West Monroe
Suite 1550
Chicago, IL 60606
(312) 368-1001
8555 North River Road
Suite 420
Indianapolis, IN 46240
(317) 574-7145
   
7310 Ritchie Highway
Suite 800
Glen Burnie, MD 21061
(410) 768-2330
    
1301 West Long Lake Road
Suite 340
Troy, MI 48098
(810) 641-0022
8500 Normandale Lake Blvd.
Suite 750
Bloomington, MN 55437
(612) 893-1099
410 Amherst Street
Suite 250
Nashua, NH 03063
(603) 883-3840
90 Woodbridge Ctr. Dr.
Suite 410
Woodbridge, NJ 07095
(908) 750-5611
University Tower
3100 Tower Blvd.
Suite 1601, Box 50
Durham, NC 27707
(919) 489-6529
   
Two Summit Park Drive
Suite 410
Independence, OH 44131
(216) 520-2028
    
1800 S.W. First Avenue
Suite 505
Portland, OR 97201
(503) 223-6288
1767 Sentry Pkwy. West 19
Suite 300
Blue Bell, PA 19422
(215) 646-8030
   
5400 LBJ Freeway
Suite 1340
Dallas, TX 75240
(214) 490-1515
    
800 Gessner
Suite 1280
Houston, TX 77024
(713) 465-2253
 
   
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
            2929 ALLEN PARKWAY, HOUSTON, TEXAS 77019 1-800-44-VALIC
                           TDD NUMBER: 1-800-35-VALIC
                FOR UNIT VALUE INFORMATION CALL: 1-800-42-VALIC
             FOR ASSET TRANSFERS BY TELEPHONE CALL: 1-800-42-VALIC
    
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   43
 
   
                                      LOGO
                                 Printed Matter
                       Printed in U.S.A. VA 2620 REV 5/96
         (C)The Variable Annuity Life Insurance Company, Houston, Texas
    
<PAGE>   44
 
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT A
                             CONTRACT FORM UIT-981
 
                                    FORM N-4
                                     UNDER
                         THE SECURITIES ACT OF 1933 AND
                       THE INVESTMENT COMPANY ACT OF 1940
        ----------------------------------------------------------------
                             CROSS REFERENCE SHEET
                           (PURSUANT TO RULE 481(A))
 
<TABLE>
<CAPTION>
 ITEM                                                              STATEMENT OF ADDITIONAL
  NO.                                                                INFORMATION CAPTION
- -------                                                       ---------------------------------
<C>     <S>                                                   <C>
  15.   Cover Page..........................................  Cover Page
  16.   Table of Contents...................................  Table of Contents
  17.   General Information and History.....................  General Information
  18.   Services............................................  Experts; Distribution of Variable
                                                              Annuity Contracts
  19.   Purchase of Securities Being Offered................  Calculation of Surrender Charge;
                                                              Accumulation Unit Value
  20.   Underwriters........................................  Distribution of Annuity Contracts
  21.   Calculation of Yield Quotations of Money Market
        Subaccounts.........................................  Not Applicable
  22.   Annuity Payments....................................  Annuity Payments
  23.   Financial Statements................................  Financial Statements
</TABLE>
<PAGE>   45
 
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT A
                            UNITS OF INTEREST UNDER
                     INDIVIDUAL VARIABLE ANNUITY CONTRACTS
                            (CONTRACT FORM UIT-981)
        ----------------------------------------------------------------
                      STATEMENT OF ADDITIONAL INFORMATION
        ----------------------------------------------------------------
 
   
                                FORM N-4 PART B
                                  MAY 1, 1996
    
 
   
This Statement of Additional Information is not a prospectus but contains
information in addition to and more detailed than that set forth in the
Prospectus for the Contracts dated May 1, 1996 and should be read in conjunction
with the Prospectus. The terms used in this Statement of Additional Information
have the same meaning as those set forth in the Prospectus. A Prospectus may be
obtained by calling or writing the Company, or the Variable Annuity Marketing
Company ("the Underwriter"), at 2929 Allen Parkway, Houston, Texas 77019 or
1-800-44-VALIC. Prospectuses are also available from regional sales offices of
the Underwriters or from its registered sales representatives.
    
 
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                         Page
                                         ---
<S>                                      <C>
General Information.....................   2
Types of Variable Annuity Contracts.....   2
Calculation of Surrender Charge.........   3
  Illustration of Surrender Charge on
     Total Surrender....................   3
  Illustration of Surrender Charge on
     Partial Surrender..................   3
Accumulation Unit Value.................   4
  Illustration of Calculation of
     Accumulation Unit Value............   4
  Illustration of Purchase of
     Accumulation
     Units..............................   4
Performance Calculations................   4
     Calculation of Yield for Money
       Market Division Two..............   4
     Illustration of Calculation of
       Yield for Money Market Division
       Two..............................   4
     Calculation of Effective Yield for
       Money Market Division Two........   4
     Illustration of Calculation of
       Effective Yield for Money Market
       Division Two.....................   4
Standardized Yield for Capital
  Conservation Division One.............   5
     Calculation of Standardized
       Yield............................   5
     Illustration of Calculation of
       Standardized Yield...............   5
     Calculation of Average Annual Total
       Return...........................   5
Performance Information.................   6
  Performance Compared to Market
     Indices............................   6
 
<CAPTION>
                                         Page
                                         ---
<S>                                      <C>
  Stock Index Division Ten Performance
     Compared to S&P 500 Index..........   7
  MidCap Index Division Four Performance
     Compared to Relevant Index.........   8
  Timed Opportunity Division Five
     Performance Compared to S&P 500(R)
     Index, Merrill Lynch Corporate and
     Government Master Index and
     Certificate of Deposit Primary
     Offering by New York City Banks, 30
     Day Index..........................   9
  Capital Conservation Division One
     Performance Compared to Merrill
     Lynch U.S. Corporate High Yield
     Index and Merrill Lynch Corporation
     Master Index.......................  10
  Money Market Division Two Performance
     Compared to Certificate of Deposit
     Primary Offering by New York City
     Banks, 30 Day Index................  11
Annuity Payments........................  11
  Assumed Investment Rate...............  11
  Amount of Annuity Payments............  11
  Annuity Unit Value....................  12
     Illustration of Calculation of
       Annuity Unit Value...............  12
     Illustration of Annuity Payments...  13
Distribution of Variable Annuity
  Contracts.............................  13
Experts.................................  13
Comments on Financial Statements........  14
</TABLE>
 
   
VA 2620-1, Rev. 5/96
    
 
                                        1
<PAGE>   46
 
                              GENERAL INFORMATION
 
     The Variable Annuity Life Insurance Company ("the Company") is a stock life
insurance company organized under the laws of the State of Texas and is engaged
primarily in the offering and issuance of fixed and variable retirement annuity
contracts and combinations thereof. The Company also is licensed to write life
insurance in all states (other than Connecticut) and the District of Columbia,
and annuities in all fifty states and the District of Columbia. The Company is
an indirectly wholly owned subsidiary of American General Corporation (formerly
American General Insurance Company).
 
     On April 18, 1979, the Board of Directors of the Company established
Separate Account A (the "Separate Account") in accordance with the Texas
Insurance Code. The Separate Account is registered with the U.S. Securities and
Exchange Commission as a unit investment trust under the Investment Company Act
of 1940 ("the 1940 Act").
 
     Each Division of the Separate Account invests in the shares of a
diversified, open-end, management-type investment company registered under the
1940 Act, or one of thirteen investment portfolios of a diversified, open-end,
management investment company registered under the 1940 Act. The Separate
Account currently is made up of eighteen Divisions, five of which are available
as variable investment options under the Contracts (Divisions One, Two, Four,
Five and Ten). Divisions Four, Five and Ten also are available through certain
other variable annuity contracts issued by the Company through the Separate
Account. Divisions Six, Seven, Eight, Eleven, Twelve, Thirteen and Fourteen are
offered only through other variable annuity contracts issued by the Company
through the Separate Account.
 
TYPES OF VARIABLE ANNUITY
CONTRACTS
 
     Three types of Contracts are offered in connection with the Prospectus to
which this Statement of Additional Information relates:
 
(1) single payment immediate annuity Contracts;
 
(2) single payment deferred annuity Contracts; and
 
(3) flexible payment deferred annuity Contracts.
 
     Under single payment Contracts, only one Purchase Payment is made by the
Contract Owner. Under flexible payment Contracts, Purchase Payments generally
are made until retirement age is reached. However, no Purchase Payments are
required to be made after the first payment. Purchase Payments are subject to
any minimum payment requirements under the Contract.
 
     Under deferred annuity Contracts, Purchase Payments are invested and
accumulate on a fixed or variable basis until the date the Contract Owner
selects to commence annuity payments.
 
     Under immediate annuity Contracts, the first annuity payment is made on the
first day of the second month after the Purchase Payment is received. During the
period before the Annuity Date, the Purchase Payments are invested in the same
manner, and the other terms and conditions (including the options and rights of
Contract Owners, Annuitants and Beneficiaries) are the same under immediate
annuity Contracts as under deferred annuity Contracts.
 
     The Contracts are non-participating and will not share in any of the
profits of the Company.
 
                                        2
<PAGE>   47
 
                        CALCULATION OF SURRENDER CHARGE
 
     The surrender charge is discussed in the prospectus under "Charges Under
Variable Annuity Contracts -- Charge for Partial and Total Surrenders." Examples
of calculation of the surrender charge upon total and partial surrender are set
forth below:
 
              ILLUSTRATION OF SURRENDER CHARGE ON TOTAL SURRENDER
     Example 1.
 
                              TRANSACTION HISTORY
 
   
<TABLE>
<CAPTION>
    DATE                              TRANSACTION                                   AMOUNT
    -------------------------------   ------------------------------------------   --------
    <S>                               <C>                                          <C>
    2/1/92.........................   Purchase Payment                             $ 10,000
    2/1/93.........................   Purchase Payment                                5,000
    2/1/94.........................   Purchase Payment                               15,000
    2/1/95.........................   Purchase Payment                                2,000
    7/1/95.........................   Total Surrender Assumes
                                      Accumulation is $38,000
</TABLE>
    
 
     Surrender Charge is lesser of (a) or (b):
 
   
<TABLE>
 <S>   <C>   <C>                                                                           <C>
 a.    Surrender Charge calculated on 36 months of Purchase Payments prior to surrender:
       1.    Surrender Charge against Purchase Payment of 2/1/92.........................  $     0
       2.    Surrender Charge against Purchase Payment of 2/1/93 (0.05 X $5,000).........  $   250
       3.    Surrender Charge against Purchase Payment of 2/1/94 (0.05 X $15,000)........  $   750
       4.    Surrender Charge against Purchase Payment of 2/1/95 (0.05 X $2,000).........  $   100
             Surrender Charge based on Purchase Payments (1+2+3+4).......................  $ 1,100
 b.    Surrender Charge calculated on the excess over 10% of the Accumulation Value at
       the time of surrender:
       Accumulation Value at time of surrender      $  38,000
       Less 10% not subject to surrender charge        -3,800
                                                  -----------
       Subject to Surrender Charge                     34,200
                                                       X  .05
                                                   ----------
       Surrender Charge based on Accumulation Value $   1,710 ..........................   $ 1,710
 c.    Surrender Charge is the lesser of a or b..........................................  $ 1,100
</TABLE>
    
 
             ILLUSTRATION OF SURRENDER CHARGE ON PARTIAL SURRENDER
     Example 2.
 
                              TRANSACTION HISTORY
 
   
<TABLE>
<CAPTION>
    DATE                              TRANSACTION                                   AMOUNT
    -------------------------------   ------------------------------------------   --------
    <S>                               <C>                                          <C>
    2/1/92.........................   Purchase Payment                             $  4,000
    2/1/93.........................   Purchase Payment                                    0
    2/1/94.........................   Purchase Payment                                    0
    2/1/95.........................   Purchase Payment                                1,000
    7/1/95.........................   Partial Surrender (Assumes                   $  2,500
                                      Accumulation Value is $10,000)
</TABLE>
    
 
a.  Since this is the first partial surrender in this contract year, calculate
    the excess over 10% of the value of the accumulation units 10% of $10,000 =
    $1,000
 
b.  The maximum amount upon which surrender charge may be calculated (levied)
    is $2,500 - $1,000 = $1,500
 
c.  Since only $1,000 has been paid in purchase payments in the 36 months prior
    to the surrender, the charge can only be calculated on $1,000. Thus, the
    charge is $1,000 X (0.05) = $50.00
 
                                        3
<PAGE>   48
 
                            ACCUMULATION UNIT VALUE
 
     The calculation of Accumulation Unit value is discussed in the Prospectus
under "Accumulation Period." The following illustrations show a calculation of a
new Unit value and the purchase of Accumulation Units (using hypothetical
examples):
 
ILLUSTRATION OF CALCULATION OF ACCUMULATION UNIT VALUE
     Example 3.
 
<TABLE>
    <S>  <C>                                                                        <C>
    1.   Accumulation Unit value, beginning of period............................   $  1.800000
    2.   Value of Fund share, beginning of period................................   $ 21.200000
    3.   Change in value of Fund share...........................................   $   .500000
    4.   Gross investment return (3)/(2).........................................       .023585
    5.   Daily mortality risk and expense charge.................................       .000027
    6.   Net investment return (4)-(5)...........................................       .023558
    7.   Net investment factor 1.000000+(6)......................................      1.023558
    8.   Accumulation Unit value, end of period (1)X(7)..........................   $  1.842404
</TABLE>
 
ILLUSTRATION OF PURCHASE OF ACCUMULATION UNITS (ASSUMING NO STATE PREMIUM TAX)
 
     Example 4.
 
<TABLE>
    <S>  <C>                                                                       <C>
    1.   First Periodic Purchase Payment........................................   $     100.00
    2.   Accumulation Unit value on effective date of purchase (see Example
         3).....................................................................   $   1.800000
    3.   Number of Accumulation Units purchased (1)/(2).........................         55.556
    4.   Accumulation Unit value for valuation date following purchase (see
         Example 3).............................................................   $   1.842404
    5.   Value of Accumulation Units in account for valuation date following
         purchase (3)X(4).......................................................   $     102.36
</TABLE>
 
                            PERFORMANCE CALCULATIONS
 
                          MONEY MARKET DIVISION YIELDS
               CALCULATION OF YIELD FOR MONEY MARKET DIVISION TWO
   
                           7-Day Current Yield: 4.15%
    
       ILLUSTRATION OF CALCULATION OF YIELD FOR MONEY MARKET DIVISION TWO
 
     Example 5.
 
   
     The yield quotation above is based on the seven days ended December 31,
1995, the date of the most recent balance sheet included in the registration
statement ("base period"). It is computed by determining the net change,
exclusive of capital changes, in the value of a hypothetical pre-existing
account having a balance of one Accumulation Unit at the beginning of the
period, subtracting a hypothetical charge reflecting deductions from Contract
Owner accounts, and dividing the difference by the value of the account at the
beginning of the base period to obtain the base period return and then
multiplying the base period return by 365/7.
    
 
          CALCULATION OF EFFECTIVE YIELD FOR MONEY MARKET DIVISION TWO
   
                          7-Day Effective Yield: 4.24%
    
  ILLUSTRATION OF CALCULATION OF EFFECTIVE YIELD FOR MONEY MARKET DIVISION TWO
 
     Example 6.
 
   
     The effective yield quotation above is based on the seven days ended
December 31, 1995, the date of the most recent balance sheet included in the
registration statement ("base period"). It is computed by determining the net
change, exclusive of capital changes, in the value of a hypothetical
pre-existing account having a balance of one Accumulation Unit at the beginning
of the period, subtracting a hypothetical charge reflecting deductions from
Contract Owner accounts, and dividing the difference by the value of the account
at the beginning of the base period to obtain the base period return and then
compounding the base period return by adding 1, raising the sum to a power equal
to 365 divided by 7, and subtracting 1 from the result, according to the
following formula:
    
 
             EFFECTIVE YIELD = [ (BASE PERIOD RETURN + 1) 365/7] -1
 
                                        4
<PAGE>   49
 
            STANDARDIZED YIELD FOR CAPITAL CONSERVATION DIVISION ONE
 
                       CALCULATION OF STANDARDIZED YIELD
 
   
                           Standardized Yield: 5.23%
    
 
               ILLUSTRATION OF CALCULATION OF STANDARDIZED YIELD
 
     Example 7.
 
   
     The yield quotation based on a 30-day period ending December 31, 1995, the
date of the most recent balance sheet of the Registrant included in the
registration statement is computed by dividing the net investment income per
Accumulation Unit earned during the period by the maximum offering price per
Unit on the last day of the period, according to the following formula:
    
 
                         YIELD = 2 [ (a - b + 1 )6 -1 ]
                                        cd
 
     Where:
 
<TABLE>
              <S>     <C>  
              a       = net investment income earned during the period by the Fund attributable
                        to shares owned by the Division
              b       = expenses accrued for the period (net of reimbursements)
              c       = the average daily number of Accumulation Units outstanding during the
                        period
              d       = the maximum offering price per Accumulation Unit on the last day of the
                        period
</TABLE>
 
     Yield is earned from dividends declared and paid by the Fund, which are
automatically reinvested in Fund shares.
 
                   CALCULATION OF AVERAGE ANNUAL TOTAL RETURN
 
     Example 8.
 
   
     Average Annual Total Return quotations for the 1, 3, 5, and 10 year periods
ended December 31, 1995, the date of the most recent balance sheet included in
this registration statement, are computed by finding the average annual
compounded rates of return over the 1, 3, 5, and 10 year periods that would
equate the initial amount invested to the ending redeemable value, according to
the following formula:
    
 
                                 P (1+T)n = ERV
 
     Where:
 
<TABLE>
              <S>     <C> 
              P       = a hypothetical initial Purchase Payment of $1,000
              T       = average annual total return
              n       = number of years
              ERV     = redeemable value at the end of the 1, 3, 5 or 10 year period of a
                        hypothetical $1,000 Purchase Payment made at the beginning of the 1, 3,
                        5, or 10 year period (or fractional portion thereof)
</TABLE>
 
     The calculation above applies to Contracts offered through the Prospectus
and includes the surrender charge of up to 5% of Gross Purchase Payments
received during the most recent 36 months.
 
     There is no sales charge for reinvested dividends. All recurring fees have
been deducted. For fees which vary with the account size, an account size equal
to that of the median account size has been assumed. Ending redeemable value has
been determined assuming a complete redemption at the end of 1, 3, 5 or 10 year
period and deduction of all nonrecurring charges at the end of each such period.
 
                                        5
<PAGE>   50
 
                            PERFORMANCE INFORMATION
 
PERFORMANCE COMPARED TO MARKET INDICES
 
     The following tables show the Hypothetical $10,000 Account Value and
Cumulative Return of each Division as compared to the benchmarks shown.
 
     These performance calculations for the Divisions, and the methods used for
calculating them, are explained in the Prospectus. (See, "Performance
Information" and "The Funds.")
 
     These tables compare hypothetical investment performance and percentage
changes in Accumulation Unit values with the results of several benchmarks,
representing unmanaged market indices. The comparisons should be considered in
light of the investment policies and objectives of the Funds. Rates of return
for the Divisions include reinvestment of investment income, including capital
gains, interest and dividends. The rates of return on the market indices also
have been adjusted to reflect reinvestment of interest and dividends.
 
     Price returns for the market indices are calculated by subtracting the
price level at the beginning of the year from the price level at the end of the
year and dividing the difference by the price level at the beginning of the
year. To calculate dollar values for the indices' Hypothetical $10,000 Account
Value presentation, price index values were substituted for Unit values in the
calculation described in the Prospectus, and where applicable, dividend yields
were then added to determine the total returns applied in the dollar value
calculations. Similarly, to calculate Cumulative Return for the indices, the
Cumulative Return calculation described in the Prospectus for Unit values of the
Divisions is used, substituting the Hypothetical $10,000 Account Value at the
end of each year for the Accumulation Unit value. No sales load, administrative
charges, or other expenses have been deducted from the index calculations.
 
     The performance results shown in this section are not an estimate or
guarantee of future investment performance, and do not represent the actual
experience of amounts invested by a particular Participant.
 
     The performance of Capital Conservation Division One may be compared to the
Merrill Lynch U.S. Corporate High Yield Index or the Merrill Lynch Corporate
Master Index. The Merrill Lynch U.S. Corporate High Yield Index consists of
publicly placed, nonconvertible, coupon-bearing domestic debt. The Index is
composed of approximately 500 issues which are rated by Standard & Poor's
Corporation or by Moody's Investor's Service's as less than investment grade
(i.e., BBB or BAA) but not in default (i.e., DDD1 or less). The Merrill Lynch
Corporate Master Index consists of approximately 4,000 corporate bond holdings
of which assets are rated A or AA. The average years to maturity of these
corporate bond holdings are approximately 7 years.
 
     The performance of Money Market Division Two may be compared to the
Certificate of Deposit Primary Offering by New York City Banks, 30 Day Index.
The Index is a money market index which reflects the average rate paid by New
York Banks on certificates of deposit of more than $100,000. The Index for 30
days is published daily.
 
     The performance of MidCap Index Division Four may be compared to the record
of the Standard & Poor's(R) Corporation (S&P(R)) MidCap 400 Index. The S&P
MidCap 400 Index was developed in 1991 by S&P to track the stock market
performance of medium-capitalization domestic stocks. The S&P MidCap 400 Index
is market weighted and consists of 400 stocks of domestic companies having a
median market capitalization of approximately $600 million. Stocks included in
the S&P MidCap 400 Index are chosen on the basis of their market size, liquidity
and industry group representation. No stocks included in the S&P 500 Composite
Price Index ("S&P 500(R) Index") are included in the S&P MidCap 400 Index.
 
     The performance of Stock Index Division Ten may be compared to the record
of the S&P 500 Index. The S&P 500 Index is a well known measure of the price
performance of 500 leading larger domestic stocks which represents approximately
80% of the market capitalization of the United States equity market. The index
is an unmanaged weighted index of 500 industrial, transportation, utility and
financial companies.
 
     Timed Opportunity Division Five invests its assets in three market
segments: equity securities, intermediate or long-term debt securities and
 
                                        6
<PAGE>   51
 
money market or short-term debt securities. The performance of the equity
segment of the Division may be compared to the S&P 500 Index. The performance of
the intermediate or long-term debt segment may be compared to the Merrill Lynch
Corporate and Government Master Index. The performance of the money market or
short-term debt securities may be compared to the Certificate of Deposit Primary
Offering by New York Banks, 30 Day Index.
     These benchmarks do not reflect any charges for investment advisory fees,
brokerage commissions or other fees and expenses of the type charged at either
the Separate Account or Fund level. Therefore, the comparisons with these
benchmarks are of limited use.
 
Stock Index Division Ten* Performance Compared to S&P 500 Index**
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
        ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JULY 28, 1982
 
   
<TABLE>
<CAPTION>
                                STOCK INDEX                                        S&P 500
                                DIVISION TEN                                        INDEX
    --------------------------------------------------------------------           --------
    <S>                                                         <C>                <C>
    07/28/82.................................................   $ 10,000           $ 10,000
    12/31/82.................................................     11,880             13,395
    12/31/83.................................................     13,789             16,416
    12/31/84.................................................     13,746             17,446
    12/31/85.................................................     16,289             22,981
    12/31/86.................................................     16,030             27,271
    12/31/87.................................................     16,667             28,703
    12/31/88.................................................     17,150             33,470
    12/31/89.................................................     21,894             44,076
    12/31/90.................................................     20,973             42,707
    12/31/91.................................................     27,467             55,719
    12/31/92.................................................     28,186             59,964
    12/31/93.................................................     30,660             66,008
    12/31/94.................................................     30,568             66,879
    12/31/95.................................................     41,551             92,011
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
 
   
<TABLE>
<CAPTION>
                                  SINCE
                                 INCEPTION***  10 YEARS      5 YEARS       3 YEARS      1 YEAR
                                 --------      --------      --------      -------      -------
<S>                              <C>           <C>           <C>           <C>          <C>
Investment Division
     Stock Index Division
     Ten.......................   315.51%       155.08%        98.11%       47.44%       35.95%
Benchmark Comparison
     S&P 500 Index.............   820.11%       300.37%       115.45%       53.44%       37.58%
</TABLE>
    
 
- ---------------
 
  * Effective May 1, 1992, AGSPC Quality Growth Fund merged with AGSPC Stock
    Index Fund, and Division Three was renamed Division Ten.
 
 ** "Standard & Poor's(R)", "S&P(R)", "S&P 500(R)" and "S&P MidCap 400 Index"
    are trademarks of Standard and Poor's Corporation. Neither the MidCap Index
    Fund nor the Stock Index Fund is sponsored, endorsed, sold or promoted by
    S&P and S&P makes no representation regarding the advisability of investing
    in these Funds.
 
*** This Division was initiated on July 28, 1982.
 
                                        7
<PAGE>   52
 
MidCap Index Division Four* Performance Compared to S&P 500 Index and S&P MidCap
400 Index
 
   
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE OCTOBER 13, 1982
    
 
   
<TABLE>
<CAPTION>
                                                                                      S&P
                                                                                     MIDCAP
                                                                 S&P 500              400
                      DIVISION FOUR                               INDEX              INDEX
    --------------------------------------------------           --------           --------
    <S>                                       <C>                <C>                <C>
    10/13/82................................  $ 10,000           $ 10,000           $ 10,000
    12/31/82................................    10,096             11,352             11,564
    12/31/83................................    11,608             13,913             14,583
    12/31/84................................    11,721             14,786             14,755
    12/31/85................................    13,195             19,477             20,004
    12/31/86................................    13,516             23,113             23,247
    12/31/87................................    12,827             24,326             22,774
    12/31/88................................    14,502             28,367             27,527
    12/31/89................................    17,127             37,355             37,310
    12/31/90................................    15,380             36,195             35,401
    12/31/91................................    18,580             47,223             53,136
    12/31/92................................    20,213             50,820             59,466
    12/31/93................................    22,594             55,943             67,762
    12/31/94................................    21,532             56,681             65,332
    12/31/95................................    27,827             77,981             85,547
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
 
   
<TABLE>
<CAPTION>
                                    SINCE
                                   INCEPTION**   10 YEARS      5 YEARS       3 YEARS      1 YEAR
                                   --------      --------      --------      -------      -------
<S>                                <C>           <C>           <C>           <C>          <C>
Investment Division
     Division Four...............   178.27%       110.89%        80.93%       37.67%       29.24%
Benchmark Comparison
     S&P 500 Index...............   679.81%       300.37%       115.45%       53.44%       37.58%
     S&P MidCap 400 Index........   755.47%       327.64%       141.65%       43.86%       30.94%
</TABLE>
    
 
- ------------
 
 * Effective October 1, 1991, the Capital Accumulation Fund changed its name to
   the MidCap Index Fund and revised its investment objective, investment
   program and investment restrictions accordingly, pursuant to contract owner
   vote. Selected accumulation unit data for the last ten years for this
   Division appears in the Prospectus. Figures appearing above for the S&P
   MidCap 400 Index for years prior to 1991 are based on estimates provided by
   Standard & Poor's for illustrative purposes.
 
** This Division was initiated on October 13, 1982.
 
                                        8
<PAGE>   53
 
     Timed Opportunity Division Five Performance Compared to S&P 500 Index,
Merrill Lynch Corporate and Government Master Index and Certificate of Deposit
Primary Offering by New York City Banks, 30 Day Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
      ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE SEPTEMBER 6, 1983
 
   
<TABLE>
<CAPTION>
                    TIMED OPPORTUNITY                            S&P 500            BLENDED
                      DIVISION FIVE                               INDEX              INDEX*
    --------------------------------------------------           --------           --------
    <S>                                       <C>                <C>                <C>
    09/06/83................................  $ 10,000           $ 10,000           $ 10,000
    12/31/83................................     9,857             10,156             10,252
    12/31/84................................     9,853             10,793             11,269
    12/31/85................................    11,004             14,217             14,177
    12/31/86................................    11,987             16,871             16,536
    12/31/87................................    12,862             17,757             17,472
    12/31/88................................    13,973             20,706             19,669
    12/31/89................................    16,182             27,267             24,213
    12/31/90................................    15,634             26,420             24,748
    12/31/91................................    18,782             34,470             30,404
    12/31/92................................    18,460             37,095             32,608
    12/31/93................................    19,973             40,834             35,770
    12/31/94................................    19,515             41,373             35,769
    12/31/95................................    24,110             56,921             45,566
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
 
   
<TABLE>
<CAPTION>
                                     SINCE
                                   INCEPTION**    10 YEARS      5 YEARS      3 YEARS      1 YEAR
                                   ---------      --------      -------      -------      -------
<S>                                <C>            <C>           <C>          <C>          <C>
Investment Division
     Timed Opportunity Division
     Five........................    141.10%       119.10%       54.21%       30.61%       23.55%
Benchmark Comparison
     S&P 500 Index...............    469.21%       300.37%      115.45%       53.44%       37.58%
     Blended Index*..............    355.66%       221.41%       84.12%       39.74%       27.39%
</TABLE>
    
 
- ------------
 
 * The Blended Index reflects an allocation of investments in the following
   Indexes: 55% of investments, included in the S&P 500 Index, 35% of
   investments included in the Merrill Lynch Corporate and Government Master
   Index, and 10% of investments included in the Certificate of Deposit Primary
   Offering by New York City Banks, 30 Day Index.
 
** This Division was initiated on September 6, 1983.
 
                                        9
<PAGE>   54
 
Capital Conservation Division One Performance Compared to Merrill Lynch U.S.
Corporate High Yield Index and Merrill Lynch Corporate Master Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
      ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE FEBRUARY 11, 1982
 
   
<TABLE>
<CAPTION>
                                                                 MERRILL
                                                                  LYNCH
                                                                   U.S.             MERRILL
                                                                 CORPORATE           LYNCH
                                                                   HIGH             CORPORATE
                   CAPITAL CONSERVATION                          YIELD              MASTER
                       DIVISION ONE                              INDEX**             INDEX
    --------------------------------------------------           --------           --------
    <S>                                       <C>                <C>                <C>
    02/11/82................................  $ 10,000                N/A           $ 10,000
    12/31/82................................    14,604                N/A             13,477
    12/31/83................................    16,618                N/A             14,733
    10/31/84................................    17,493             17,493             16,574
    12/31/84................................    17,709             17,769             17,121
    12/31/85................................    21,854             22,143             21,462
    12/31/86................................    23,417             25,762             24,960
    12/31/87................................    23,112             26,964             25,420
    12/31/88................................    25,610             30,597             27,900
    12/31/89................................    22,285             31,890             31,838
    12/31/90................................    19,957             30,504             34,185
    12/31/91................................    24,443             41,053             40,420
    12/31/92................................    26,285             48,506             44,106
    12/31/93................................    29,140             56,842             49,588
    12/31/94................................    27,090             56,163             47,920
    12/31/95................................    32,384             67,366             58,261
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
 
   
<TABLE>
<CAPTION>
                                            SINCE
                                           INCEPTION*  10 YEARS    5 YEARS     3 YEARS    1 YEAR
                                           --------    --------    --------    -------    -------
<S>                                        <C>         <C>         <C>         <C>        <C>
Investment Division
     Capital Conservation Division One....  223.84%      48.18%      62.27%     23.25%     19.58%
Benchmark Comparison
     Merrill Lynch U.S. Corp High Yield
       Index..............................    **        204.23%     120.84%     38.88%     19.95%
     Merrill Lynch Corporate Master
       Index..............................  482.61%     171.46%      70.43%     32.09%     21.58%
</TABLE>
    
 
- ------------
 
 * This Division was initiated on February 11, 1982.
 
   
** The Merrill Lynch U.S. Corporate High Yield Index commenced on October 31,
   1984. The cumulative return since commencement through December 31, 1995 was
   285.10%.
    
 
   
     For comparative purposes the hypothetical account value of the A.G. High
Yield Accumulation Division was used as the October 31, 1984 initial account
value of the Merrill Lynch U.S. Corporate High Yield Index benchmark.
    
 
                                       10
<PAGE>   55
 
Money Market Division Two Performance Compared to Certificate of Deposit Primary
Offering by New York City Banks, 30 Day Index (Primary CD Index)
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE FEBRUARY 4, 1982
 
   
<TABLE>
<CAPTION>
                                                                 
                                                                 
                                                                 CERTIFICATE OF DEPOSIT
                       MONEY MARKET                           PRIMARY OFFERING BY NEW YORK
                       DIVISION TWO                             CITY BANKS 30 DAY INDEX
    ---------------------------------------------------       ----------------------------
    <S>                                        <C>                    <C>
    02/04/82.................................  $ 10,000               $ 10,000
    12/31/82.................................    11,032                 11,074
    12/31/83.................................    11,893                 12,068
    12/31/84.................................    12,972                 13,291
    12/31/85.................................    13,859                 14,330
    12/31/86.................................    14,590                 15,221
    12/31/87.................................    15,372                 16,173
    12/31/88.................................    16,332                 17,366
    12/31/89.................................    17,622                 18,871
    12/31/90.................................    18,799                 20,381
    12/31/91.................................    19,631                 21,493
    12/31/92.................................    20,067                 22,171
    12/31/93.................................    20,401                 22,745
    12/31/94.................................    20,964                 23,556
    12/31/95.................................    21,907                 24,721
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
 
   
<TABLE>
<CAPTION>
                                             SINCE
                                            INCEPTION*  10 YEARS    5 YEARS    3 YEARS    1 YEAR
                                            --------    --------    -------    -------    -------
<S>                                         <C>         <C>         <C>        <C>        <C>
Investment Division
     Money Market Division Two............   119.07%      58.07%     16.53%      9.19%      4.51%
Benchmark Comparison
     Certificate of Deposit Primary
     Offering by New York City Banks,
     30 Day Index.........................   147.21%      72.51%     21.29%     11.50%      4.94% 
         
</TABLE>
    
 
- ------------
* This Division was initiated on February 4, 1982.
 
                                ANNUITY PAYMENTS
 
ASSUMED INVESTMENT RATE
 
     The discussion concerning the amount of annuity payments which follows this
section is based on an Assumed Investment Rate of 3 1/2% per annum. However, the
Company will permit each Annuitant choosing a variable annuity payment option to
select an Assumed Investment Rate permitted by state law or regulations other
than the 3 1/2% rate described in this Prospectus as follows: 4 1/2%, 5% or 6%
per annum. The foregoing Assumed Investment Rates are used merely in order to
determine the first monthly payment per thousand dollars of value. It should not
be inferred that such rates will bear any relationship to the actual net
investment experience of the Separate Account.
 
AMOUNT OF ANNUITY PAYMENTS
 
     The amount of the first variable annuity payment to the Annuitant will
depend on the amount of the Accumulation Value applied to effect the variable
annuity as of the tenth day immediately preceding the date annuity payments
commence, the amount of any premium tax owed, the annuity option selected, and
the age of the Annuitant. The Contracts contain tables indicating the dollar
amount of the first annuity payment under each annuity option for each $1,000 of
Accumulation Value (after the deduction for any premium tax) at various ages.
These tables are based upon the Progressive Annuity Table assuming births for
the year 1900 and an Assumed Investment Rate of 3 1/2% per annum, unless
otherwise selected.
 
                                       11
<PAGE>   56
 
     The portion of the first monthly variable annuity payment derived from a
Division of the Separate Account is divided by the Annuity Unit value for that
Division (calculated ten days prior to the date of the first monthly payment) to
determine the number of Annuity Units in each Division represented by the
payment.
 
     The number of such units will remain fixed during the Annuity Period,
assuming the Annuitant makes no transfers out of the Division.
 
     In any subsequent month, the dollar amount of the variable annuity payment
derived from each Division is determined by multiplying the number of Annuity
Units in that Division by the value of such Annuity Unit on the tenth day
preceding the due date of such payment. The Annuity Unit value will increase or
decrease in proportion to the net investment return of the Division or Divisions
of the Separate Account underlying the variable annuity since the date of the
previous annuity payment, less an adjustment to neutralize the 3 1/2% or other
Assumed Investment Rate referred to above.
 
     Therefore, the dollar amount of variable annuity payments after the first
will vary with the amount by which the net investment return is greater or less
than 3 1/2% per annum. For example, if a Division has a cumulative net
investment return of 5% over a one year period, the first annuity payment in the
next year will be approximately 1 1/2 percentage points greater than the payment
on the same date in the preceding year, and subsequent payments will continue to
vary with the investment experience of the Division. If such net investment
return is 1% over a one year period, the first annuity payment in the next year
will be approximately 2 1/2 percentage points less than the payment on the same
date in the preceding year, and subsequent payments will continue to vary with
the investment experience of the applicable Division.
 
     Each deferred Contract provides that, when fixed annuity payments are to be
made under one of the first four annuity options, the monthly payment to the
Annuitant will not be less than the monthly payment produced by the then current
settlement option rates, which will not be less than the rates used for a
currently issued single payment immediate annuity contract. The purpose of this
provision is to assure the Annuitant that, at retirement, if the fixed annuity
purchase rates then required by the Company for new single payment immediate
annuity contracts are significantly more favorable than the annuity rates
guaranteed by a Contract, the Annuitant will be given the benefit of the new
annuity rates.
 
ANNUITY UNIT VALUE
 
     The value of an Annuity Unit is calculated at the same time that the value
of an Accumulation Unit is calculated and is based on the same values for Fund
shares and other assets and liabilities. (See "Accumulation Period" in the
Prospectus.) The calculation of Annuity Unit value is discussed in the
Prospectus under "Annuity Period."
 
     The following illustrations show, by use of hypothetical examples, the
method of determining the Annuity Unit value and the amount of variable annuity
payments.
 
               ILLUSTRATION OF CALCULATION OF ANNUITY UNIT VALUE
 
     Example 9.
 
<TABLE>
<C>  <S>                                                                 <C>  <C>
 1.  Annuity Unit value, beginning of period..........................   $     .980000
 2.  Net investment factor for Period (see Example 3).................        1.023558
 3.  Daily adjustment for 3 1/2% Assumed Investment Rate..............         .999906
 4.  (2)X(3)..........................................................        1.023462
 5.  Annuity Unit value, end of period (1)X(4)........................   $    1.002993
</TABLE>
 
                                       12
<PAGE>   57
 
                        ILLUSTRATION OF ANNUITY PAYMENTS
 
     Example 10. Any Annuitant age 65, Life Annuity with 120 Payments Certain
 
<TABLE>
<C>    <S>                                                             <C>
   1.  Number of Accumulation Units at Annuity Date.................     10,000.00
   2.  Accumulation Unit value (see Example 9)......................   $      1.800000
   3.  Accumulation Value of Contract (1)X(2).......................   $ 18,000.00
   4.  First monthly annuity payment per $1,000 of Accumulation
         Value......................................................   $      6.57
   5.  First monthly annuity payment (3)X(4)/1,000..................   $    118.26
   6.  Annuity Unit value (see Example 5)...........................   $       .980000
   7.  Number of Annuity Units (5)/(6)..............................        120.673
   8.  Assume Annuity Unit value for second month equal to..........   $       .997000
   9.  Second monthly Annuity Payment (7)X(8).......................   $    120.31
  10.  Assume Annuity Unit value for third month equal to...........   $       .953000
  11.  Third monthly Annuity Payment (7)X(10).......................   $    115.00
</TABLE>
 
                   DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS
 
     The Company has qualified the Contracts for sale in all fifty states and
the District of Columbia. The Contracts are sold in a continuous offering by
licensed insurance agents who are registered representatives of broker-dealers
which are members of the National Association of Securities Dealers, Inc. (the
"NASD"). The principal underwriter for the Separate Account is the Underwriter
as defined above, a wholly-owned subsidiary of the Company. VAMCO's address is
2929 Allen Parkway, Houston, Texas 77019. The Underwriter is a Texas corporation
organized in 1970 and is a member of the NASD.
 
     The licensed agents who sell the Contracts will be compensated for such
sales by commissions ranging from 1% to 4.5% of each Purchase Payment. Managers
who supervise the agents will receive overriding commissions ranging to 1% of
Purchase Payments. (These various commissions are paid by the Company and do not
result in any charge to Contract Owners or to the Separate Account in addition
to the charges described in the Prospectus under "Charges Under Variable Annuity
Contracts.")
 
   
     Pursuant to its underwriting agreement with the Underwriter and the
Separate Account, the Company reimburses the Underwriter for reasonable sales
expenses, including overhead expenses. Sales commissions attributable to the
Contracts paid by the Company for the years 1993, 1994, and 1995 were $108,957,
$98,000 and $61,000 respectively.
    
 
                                    EXPERTS
 
   
     The consolidated financial statements of the Company at December 31, 1995
and 1994, and for each of the three years in the period ended December 31, 1995,
and the financial statements of the Company's Separate Account A at December 31,
1995 and for each of the two years in the period then ended appearing in this
Statement of Additional Information have been audited by Ernst & Young LLP,
independent auditors, as set forth in their reports thereon appearing elsewhere
herein. The financial statements audited by Ernst & Young LLP have been included
in reliance upon such reports given upon the authority of such firm as experts
in accounting and auditing.
    
 
                                       13
<PAGE>   58
 
                        COMMENTS ON FINANCIAL STATEMENTS
 
     The financial statements of The Variable Annuity Life Insurance Company
should be considered only as bearing upon the ability of the Company to meet its
obligations under the Contracts, which include death benefits, and its
assumption of the mortality and expense risks.
 
   
     Divisions One, Two, Four, Five and Ten are the only Divisions available
under Contracts described in the Prospectus. The Separate Account financial
statements contained herein reflect the composition of the Separate Account as
of December 31, 1995.
    
 
                                       14
<PAGE>   59
 
                      (This page intentionally left blank)
<PAGE>   60
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

               AUDITED CONSOLIDATED
               FINANCIAL STATEMENTS

               December 31, 1995



               TABLE OF CONTENTS



               Report of Independent Auditors  . . . . . . . . . . . . . . .   1

               Consolidated Balance Sheet  . . . . . . . . . . . . . . . . .   2

               Consolidated Statement of Income  . . . . . . . . . . . . . .   3

               Consolidated Statement of Changes in
                  Stockholder's Equity . . . . . . . . . . . . . . . . . . .   4

               Consolidated Statement of Cash Flows  . . . . . . . . . . . .   5

               Notes to Consolidated Financial Statements  . . . . . . . . .   6
<PAGE>   61

                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

REPORT OF INDEPENDENT AUDITORS


To the Board of Directors
The Variable Annuity Life Insurance Company

         We have audited the accompanying consolidated balance sheets of The
Variable Annuity Life Insurance Company and Subsidiary as of December 31, 1995
and 1994, and the related consolidated statements of income, changes in
stockholder's equity, and cash flows for each of the three years in the period
ended December 31, 1995. These financial statements are the responsibility of
the company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

         We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

         In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of The
Variable Annuity Life Insurance Company and Subsidiary at December 31, 1995 and
1994, and the consolidated results of their operations and their cash flows for
each of the three years in the period ended December 31, 1995, in conformity
with generally accepted accounting principles.

         As discussed in Note 1.3 to the financial statements, in 1993 the
company changed its method of accounting for postretirement benefits other than
pensions, income taxes, postemployment benefits, reinsurance, loan impairments,
and certain investments in debt and equity securities, as a result of adopting
recently promulgated accounting standards governing the accounting treatment
for these items.

                                              /s/ ERNST & YOUNG LLP
                                              ERNST & YOUNG LLP

Houston, Texas
February 12, 1996
<PAGE>   62
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

Consolidated Balance Sheet

At December 31,
In Thousands
<TABLE>
<CAPTION>
                                                                                               1995             1994
- ------------------------------------------------------------------------------------------------------------------------
<S>              <C>                                                                        <C>            <C>
ASSETS           Investments - Notes 2, 6, 7, 8:
                   Fixed maturity securities
                      (amortized cost: $18,590,102 in 1995 and $16,930,860 in 1994)         $19,745,726    $ 16,084,308
                   Equity securities (cost: $56,825 in 1995 and $69,774 in 1994)                 71,770          72,752
                   Mortgage loans on real estate                                              1,443,817       1,535,201
                   Real estate, net of accumulated depreciation
                      of $99 in 1995 and $134 in 1994                                            23,365          22,235
                   Policy loans                                                                 557,637         474,830
                   Other long-term invested assets                                               16,929           7,232
                   Short-term investments                                                        39,277         160,022
                 -------------------------------------------------------------------------------------------------------
                      Total investments                                                      21,898,521      18,356,580
                 -------------------------------------------------------------------------------------------------------
                 Investment income receivable                                                   292,967         280,161
                 Cash on deposit and on hand                                                     27,794          18,909
                 Receivable for securities sold                                                  51,947           3,896
                 Deferred policy acquisition costs - Note 3                                     182,546         910,479
                 Due from reinsurer, net                                                         16,873          18,009
                 Other assets                                                                    37,912          26,655
                 Assets held in Separate Accounts                                             4,540,889       2,506,810
                 -------------------------------------------------------------------------------------------------------
                      Total assets                                                          $27,049,449    $ 22,121,499
- ------------------------------------------------------------------------------------------------------------------------
LIABILITIES      Policy reserves for fixed annuity investment contracts                     $20,146,697    $ 18,656,189
                 Payable for securities purchased                                                26,885           2,310
                 Remittances not allocated                                                       52,913          34,275
                 Commissions, general expenses, and taxes (other than income taxes)              44,380          32,552
                 Other liabilities                                                               51,768          46,941
                 Income tax liabilities - Note 4                                                387,076         109,362
                 Liabilities related to Separate Accounts                                     4,540,889       2,506,810
                 -------------------------------------------------------------------------------------------------------
                      Total liabilities                                                      25,250,608      21,388,439
- ------------------------------------------------------------------------------------------------------------------------
STOCKHOLDER'S    Common stock (voting) par value $1 per share, 5,000 shares authorized
EQUITY             and 3,575 issued and outstanding in 1995 and 1994 - Note 5                     3,575           3,575
                 Additional paid-in capital                                                     384,126         382,733
                 Retained earnings                                                            1,014,520         910,233
                 Net unrealized investment gains (losses) - Note 2                              396,620        (563,481)
                 -------------------------------------------------------------------------------------------------------
                      Total stockholder's equity                                              1,798,841         733,060
                 -------------------------------------------------------------------------------------------------------
                      Total liabilities and stockholder's equity                            $27,049,449    $ 22,121,499
                 -------------------------------------------------------------------------------------------------------
</TABLE>

                    See notes to consolidated financial statements.





2
<PAGE>   63
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

Consolidated Statement of Income

For the Years Ended December 31,
In Thousands
<TABLE>
<CAPTION>
                                                                               1995           1994           1993
- ---------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                                    <C>            <C>            <C>
REVENUES            Surrender charges                                      $     9,967    $     9,964    $     8,605
                    Mortality charges                                           34,965         21,136         15,614
                    Expense charges                                              5,122          5,528          5,349
                    Net investment income - Note 2                           1,597,681      1,493,942      1,434,019
                    Net reinsurance income                                       1,573          1,908          1,826
                    Realized investment gains (losses) - Note 2                 (7,149)       (71,950)        17,969
                    Other income                                                 6,878          6,517          4,361
                    -------------------------------------------------------------------------------------------------
                       Total revenues                                        1,649,037      1,467,045      1,487,743
- ---------------------------------------------------------------------------------------------------------------------
COSTS AND           Policy costs:
EXPENSES               Increase in policy reserves for fixed
                          annuity contracts                                  1,203,986      1,133,547      1,125,055
                    -------------------------------------------------------------------------------------------------
                          Total costs                                        1,203,986      1,133,547      1,125,055
                    -------------------------------------------------------------------------------------------------
                    Expenses:
                       Commissions                                              84,670         73,198         66,739
                       Salaries                                                 48,227         42,742         39,923
                       Guaranty association assessments - Note 9                18,961          6,300          7,000
                       Data processing                                          13,200         10,908         10,262
                       Postage and telephone                                    10,710          8,137          7,348
                       Sales promotion                                           9,361          8,024          7,305
                       Printing and supplies                                     4,721          4,372          3,505
                       Other expenses                                           44,055         43,029         36,327
                       Amortization of deferred policy acquisition
                          costs - Note 3                                        16,841         13,263         10,000
                       Policy acquisition costs deferred - Note 3             (104,702)       (88,046)       (82,960)
                    -------------------------------------------------------------------------------------------------
                          Total expenses                                       146,044        121,927        105,449
                    -------------------------------------------------------------------------------------------------
                          Total costs and expenses                           1,350,030      1,255,474      1,230,504
- ---------------------------------------------------------------------------------------------------------------------
EARNINGS            Earnings before income taxes and cumulative effect of
                       accounting changes                                      299,007        211,571        257,239
                    Income tax expense:
                       Excluding tax rate related adjustment - Note 4           99,720         70,183         84,863
                       Tax rate related adjustment - Note 4                         --             --          4,490
                    -------------------------------------------------------------------------------------------------
                       Total                                                    99,720         70,183         89,353
                    -------------------------------------------------------------------------------------------------
                    Income before cumulative effect of accounting changes      199,287        141,388        167,886
                    Cumulative effect of accounting changes - Note 1                --             --         (2,588)
                    -------------------------------------------------------------------------------------------------
                       Net income                                          $   199,287    $   141,388    $   165,298
                    -------------------------------------------------------------------------------------------------


</TABLE>

                    See notes to consolidated financial statements.





                                                                               3
<PAGE>   64
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

Consolidated Statement of Changes in Stockholder's Equity

For the Years Ended December 31,
In Thousands
<TABLE>
<CAPTION>
                                                                                 1995        1994           1993
- ------------------------------------------------------------------------------------------------------------------
<S>                    <C>                                                  <C>           <C>         <C>
COMMON STOCK           Balance at beginning and end of year                 $     3,575   $   3,575   $     3,575
- ------------------------------------------------------------------------------------------------------------------
ADDITIONAL             Balance at beginning of year                             382,733     382,727       330,800
PAID-IN-CAPITAL           Capital contribution from stockholder                   1,393           6        51,927
                       -------------------------------------------------------------------------------------------
                       Balance at end of year                                   384,126     382,733       382,727
- ------------------------------------------------------------------------------------------------------------------
RETAINED               Balance at beginning of year                             910,233     821,845       656,547
EARNINGS                  Net income                                            199,287     141,388       165,298
                          Dividends paid to stockholder                         (95,000)    (53,000)            -
                       -------------------------------------------------------------------------------------------
                       Balance at end of year                                 1,014,520     910,233       821,845
- ------------------------------------------------------------------------------------------------------------------
NET UNREALIZED         Balance at beginning of year                            (563,481)    348,470         4,892
INVESTMENT                Change during year                                    960,101    (911,951)      343,578
                       -------------------------------------------------------------------------------------------
GAINS (LOSSES)         Balance at end of year                                   396,620    (563,481)      348,470
- ------------------------------------------------------------------------------------------------------------------
STOCKHOLDER'S
EQUITY                 Total stockholder's equity at end of year            $ 1,798,841   $ 733,060   $ 1,556,617
                       -------------------------------------------------------------------------------------------
</TABLE>
                       See notes to consolidated financial statements.





4
<PAGE>   65
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

Consolidated Statement of Cash Flows 

For the Years Ended December 31, 
In Thousands
<TABLE>
<CAPTION>
                                                                               1995         1994          1993
- ------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                                     <C>           <C>         <C>
OPERATING              Income before cumulative effect of accounting
                          changes                                           $   199,287   $ 141,388   $   167,886
ACTIVITIES             Reconciling adjustments to net cash  provided by
                         operating activities:
                          Insurance and annuity liabilities                   1,203,986   1,133,547     1,125,055
                          Deferred policy acquisition costs                     (87,861)    (74,783)      (72,960)
                          Other, net                                             28,179     (41,944)      (95,445)
                       -------------------------------------------------------------------------------------------
                            Net cash provided by operating activities         1,343,591   1,158,208     1,124,536
- ------------------------------------------------------------------------------------------------------------------
INVESTING              Investment purchases                                  (9,671,304) (7,827,877)   (5,531,834)
ACTIVITIES             Investment calls, maturities, and sales                8,025,420   6,456,637     3,497,419
                       Net (increase) decrease in short-term investments        120,745    (160,022)           -
                       -------------------------------------------------------------------------------------------
                            Net cash used for investing activities           (1,525,139) (1,531,262)   (2,034,415)
- ------------------------------------------------------------------------------------------------------------------
FINANCING              Policyholder account deposits                          2,553,928   2,227,803     2,129,542
ACTIVITIES             Policyholder account withdrawals                        (996,324) (1,004,953)     (751,537)
                       Transfers to Separate Accounts                        (1,273,778)   (723,994)     (504,969)
                       Capital contribution from stockholder                      1,607           6        52,941
                       Net decrease in short-term debt                               -      (59,000)      (20,400)
                       Dividends paid                                           (95,000)    (53,000)           -
                       -------------------------------------------------------------------------------------------
                            Net cash provided by financing activities           190,433     386,862       905,577
- ------------------------------------------------------------------------------------------------------------------
NET CHANGE             Net increase (decrease) in cash                            8,885      13,808        (4,302)
IN CASH                Cash at beginning of year                                 18,909       5,101         9,403
                       -------------------------------------------------------------------------------------------
                            Cash at end of year                             $    27,794   $  18,909   $     5,101
                       -------------------------------------------------------------------------------------------
</TABLE>
                    See notes to consolidated financial statements.

                                                                               5
<PAGE>   66
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

Notes to Consolidated Financial Statements

December 31, 1995

All dollar amounts in thousands, except per share data

1.  SIGNIFICANT ACCOUNTING POLICIES

1.1  INTRODUCTION

   The Variable Annuity Life Insurance Company (VALIC), an indirect, wholly
owned subsidiary of American General Corporation (AGC), provides tax-deferred
retirement annuities and employer-sponsored retirement plans to employees of
educational, health care, public sector, and not-for-profit organizations.
VALIC markets products nationwide to 900,000 customers through a national
network of 850 sales representatives. VALIC is 100% owned by American General
Life Insurance Company (AGL), a wholly owned subsidiary of AGC Life Insurance
Company (AGC Life). AGC Life is a wholly owned subsidiary of AGC. A summary of
the accounting policies followed in the preparation of the consolidated
financial statements is set forth below.

1.2  PREPARATION OF FINANCIAL STATEMENTS

   The consolidated financial statements have been prepared in accordance with
generally accepted accounting principles (GAAP). The consolidated financial
statements include the accounts of VALIC and its wholly owned marketing
company. All material intercompany accounts have been eliminated upon
consolidation. To conform with the 1995 presentation, certain items in the
prior years' financial statements have been reclassified.

   The preparation of financial statements requires management to make
estimates and assumptions that affect (1) the reported amounts of assets and
liabilities, (2) disclosures of contingent assets and liabilities, and (3) the
reported amounts of revenues and expenses during the reporting period. Ultimate
results could differ from those estimates.

1.3  ACCOUNTING CHANGES

   Current Year. During 1995, VALIC adopted Statement of Financial Accounting
Standards (SFAS) 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed Of." SFAS 121 establishes accounting
standards for (1) the impairment of long-lived assets, certain identifiable
intangibles, and goodwill related to those assets to be held and used in the
business, and (2) long-lived assets and certain identifiable intangibles to be
disposed of. With the adoption of SFAS 121, VALIC measures impairment of
certain investment real estate based on fair value, rather than net realizable
value as previously required. Adoption of this standard did not have a material
impact on the consolidated financial statements.

   Prior Years. Effective January 1, 1993, VALIC adopted the following
accounting standards: (1) SFAS 106, "Employers' Accounting for Postretirement
Benefits Other than Pensions," which resulted in a one-time reduction of net
income of $573 ($868 pretax); (2) SFAS 109, "Accounting for Income Taxes,"
which resulted in a one-time reduction of net income of $1,880; and (3) SFAS
112, "Employers' Accounting for Postemployment Benefits," which resulted in a
one-time reduction of net income of $135 ($205 pretax).

   Effective January 1, 1993, VALIC also adopted SFAS 113, "Accounting and
Reporting for Reinsurance of Short-Duration and Long-Duration Contracts," and
SFAS 114, "Accounting by Creditors for Impairment of a Loan." Adoption of these
standards did not have a material impact on the consolidated financial
statements.

   At December 31, 1993, VALIC adopted SFAS 115, "Accounting for Certain
Investments in Debt and Equity Securities." This standard requires that debt
and equity securities be carried at fair value unless VALIC has the positive
intent and ability to hold these investments to maturity. Upon adoption, VALIC
reported all debt and equity securities at fair value and recorded net
unrealized gains on securities of $345,645 to shareholder's equity.

1.4  INVESTMENTS

   FIXED MATURITY AND EQUITY SECURITIES. All fixed maturity and equity
securities are currently classified as available-for-sale and recorded at fair
value.  After adjusting related balance sheet accounts as if the unrealized
gains (losses) had been realized, the net adjustment is recorded in net
unrealized gains (losses) on securities within stockholder's equity. If the
fair value of a security classified as available-for-sale declines below its
cost and this decline is considered to be other than temporary, the security is
reduced to its net realizable value, and the reduction is recorded as a
realized loss.

   MORTGAGE LOANS. Mortgage loans are reported at amortized cost, net of an
allowance for losses. The allowance for losses covers all non-performing loans,
consisting of loans restructured or delinquent 60 days or more.  The allowance
also covers loans for which there is a concern based on management's 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.

   Impaired loans, those for which VALIC determines that it is probable that
all amounts due under the contractual terms will not be collected, are reported
at the lower of amortized cost or fair value of the underlying collateral, less
estimated costs to sell.

   POLICY LOANS. Policy loans are reported at cost and are adjusted
periodically for possible uncollectible amounts.





6
<PAGE>   67
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 1995

   INVESTMENT INCOME. Interest on fixed maturity securities and performing
mortgage loans is recorded as income when earned and is adjusted for any
amortization of premium or discount. Interest on restructured mortgage loans is
recorded as income when earned based on the new contractual rate. Interest on
delinquent mortgage loans is recorded as income on a cash basis. Dividends are
recorded as income on ex-dividend dates.

   REALIZED INVESTMENT GAINS (LOSSES). Realized investment gains (losses) are
recognized using the specific identification method and include declines in
fair value of investments below cost that are considered other than temporary.

1.5  DEFERRED POLICY ACQUISITION COSTS (DPAC)

   The costs of writing an insurance policy, including agents' commissions and
underwriting and marketing expenses, are deferred and included in the DPAC
asset. DPAC is charged to expense in relation to the estimated gross profits of
the insurance contracts, including realized investment gains (losses).

   Gross profits include realized investment gains (losses). In addition, DPAC
is 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 net unrealized gains
(losses) on securities within stockholder's equity.

   VALIC reviews the carrying amount of DPAC on at least an annual basis. In
determining whether the carrying amount is appropriate, the company considers
estimated future gross profit margins, as well as, expected mortality, interest
earned and credited rates, persistency, and expenses.

1.6  SEPARATE ACCOUNTS

   Separate Accounts are assets and liabilities associated with certain
contracts, principally annuities for which the investment risk lies solely with
the holder of the contract rather than the company. Consequently, the insurer'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 and cash flows. Assets held in the Separate Accounts are
primarily shares in mutual funds, which are carried at fair value, based on the
quoted net asset value per share.

1.7  POLICY RESERVES

   Net deposits made by fixed annuity policyholders are accumulated at interest
rates guaranteed by VALIC plus excess interest paid at the sole discretion of
the Board of Directors until benefits are payable. Reserves for deferred
annuities (accumulation phase) are equivalent to the policyholders' account
values. Reserves for annuities on which benefits are currently payable (annuity
payout phase) are provided based upon estimated mortality and other
assumptions, including provisions for the risk of adverse deviation from
assumptions, which were appropriate at the time the contracts were issued. The
Progressive Annuity Mortality Table, the 1971 Individual or Group Annuity
Mortality Tables, and the 1983a Table have been used to provide for future
annuity benefits in the annuity payout phase. Interest rates used in
determining reserves for policy benefits during both the accumulation and
annuity payout phases range from 3.5% to 13.5%.

1.8  RECOGNITION OF REVENUES AND COSTS

   Premium receipts for annuity contracts are classified as deposits instead of
revenues. Revenues for these contracts consist of the mortality, expense, and
surrender charges assessed against the account balance. Gains (losses) from
mortality guarantees under variable annuity contracts are recognized as they
occur.

1.9  INCOME TAXES

   Deferred tax assets and liabilities are established for temporary
differences between the financial reporting basis and the tax basis of assets
and liabilities, at the enacted tax rates expected to be in effect when the
temporary differences reverse. The effect of a tax rate change is recognized in
income in the period of enactment. State income taxes are included in income
tax expense.

   A valuation allowance for deferred tax assets is provided if all or some
portion of the deferred tax asset may 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.  A change related to fluctuations in fair value of
available-for-sale securities is included in net unrealized gains (losses) on
securities in stockholder's equity.

1.10  STATUTORY ACCOUNTING

   State insurance laws prescribe accounting practices for calculating
statutory net income and  equity (capital and surplus) that differ from GAAP.
Net income and stockholder's equity as determined by statutory accounting
practices at December 31 were as follows:

<TABLE>
<CAPTION>
                              1995              1994                 1993
- -----------------------------------------------------------------------------
<S>                        <C>                <C>                  <C>
Net income                 $157,622           $  171,486           $  154,231
Stockholder's equity       $926,654           $  869,026           $  770,385
- -----------------------------------------------------------------------------
</TABLE>





                                                                               7
<PAGE>   68
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 1995

2.  INVESTMENTS

2.1  INVESTMENT INCOME

   Income by type of investment was as follows:

<TABLE>
<CAPTION>
                                                                       1995          1994           1993
- ------------------------------------------------------------------------------------------------------------
<S>                                                               <C>           <C>            <C>
Non-Affiliated fixed
  maturity securities                                             $ 1,414,644   $  1,300,028   $  1,222,544
Affiliated fixed
  maturity securities                                                   3,181          3,342          3,466
Equity securities                                                       4,281          2,529          2,454
Mortgage loans on real estate                                         149,974        163,263        183,532
Other investments                                                      36,473         36,226         33,993
- ------------------------------------------------------------------------------------------------------------
  Gross investment income                                           1,608,553      1,505,388      1,445,989
  Investment expenses                                                  10,872         11,446         11,970
- ------------------------------------------------------------------------------------------------------------
     Net investment income                                        $ 1,597,681   $  1,493,942   $  1,434,019
- ------------------------------------------------------------------------------------------------------------
</TABLE>

   The carrying value of investments that produced no investment income during
1995 totaled $8,675 or .04% of total invested assets. The ultimate disposition
of these assets is not expected to have a material effect on VALIC's
consolidated results of operations and financial position.

2.2  REALIZED INVESTMENT GAINS (LOSSES)

   Realized investment gains (losses) were as follows:

<TABLE>
<CAPTION>
                                                                       1995          1994           1993
- ------------------------------------------------------------------------------------------------------------
<S>                                                               <C>           <C>            <C>
Fixed maturity securities                                         $       832   $    (83,950)  $     45,166
Equity securities                                                       7,706          2,143         12,060
Mortgage loans on real estate                                         (24,465)       (11,640)       (30,565)
Real estate                                                             3,767          1,608         (8,519)
Other                                                                   5,011         19,889           (173)
- ------------------------------------------------------------------------------------------------------------
  Realized gains (losses)
    before taxes                                                       (7,149)       (71,950)        17,969
Income tax expense (benefit)                                           (1,414)       (25,183)         6,289
- ------------------------------------------------------------------------------------------------------------
   Net realized investment
     gains (losses)                                               $    (5,735)  $    (46,767)  $     11,680
- ------------------------------------------------------------------------------------------------------------
</TABLE>

   Proceeds from sales of fixed maturity securities were $1,432,183,
$1,128,925, and $413,679 during 1995, 1994, and 1993, respectively. Gross gains
of $15,722, $7,610, and $25,737 and gross losses of $30,518, $89,917, and
$32,878, were realized on those sales during 1995, 1994, and 1993,
respectively.

   During fourth quarter 1994, AGC initiated a program to realize capital
losses for tax purposes to offset prior period capital gains. During 1995, AGC
received a tax refund of $45,944 generated by $126,285 in net capital losses
realized in fourth quarter 1994 primarily through the sale of fixed maturity
securities. In conjunction with this program, VALIC realized net capital losses
for tax purposes of $110,019 in fourth quarter 1994, primarily through the sale
of $1,186,197 of fixed maturity securities. Due to declining interest rates
during 1995, which resulted in increasing values of VALIC's fixed maturity
securities, no additional capital losses were realized under this program.

2.3  FIXED MATURITY AND EQUITY SECURITIES

   VALUATION. 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 were as follows:

<TABLE>
<CAPTION>
                                                    Amortized Cost                Gross Unrealized Gains        
                                           -------------------------------    ------------------------------
                                                 1995             1994            1995               1994       
- ------------------------------------------------------------------------------------------------------------
<S>                                        <C>               <C>              <C>            <C>                
U.S. Treasury securities and                                                                                    
  obligations of U.S. government                                                                                
  corporations and agencies                $    173,879      $    178,724     $    33,063    $        3,623     
Obligations of states and                                                                                       
  political subdivisions                         32,349            13,902           1,467                15     
Debt securities issued by                                                                                       
  foreign governments                           238,592           272,999          19,639             1,310     
Corporate securities                         11,338,933         9,413,532         792,302            91,402     
Mortgage-backed securities                    6,771,473         7,016,389         333,436            34,801     
Affiliated fixed maturity securities             32,275            35,314               -                 -     
Redeemable preferred stock                        2,601                 -               -                 -     
- ------------------------------------------------------------------------------------------------------------
  Total fixed maturity securities          $ 18,590,102      $ 16,930,860     $ 1,179,907    $      131,151     
- ------------------------------------------------------------------------------------------------------------
Equity securities                          $     56,825      $     69,774     $    14,966    $        4,153     
- ------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                    Gross Unrealized Losses                  Fair Value
                                               -------------------------------    --------------------------------
                                                   1995                1994            1995              1994
- ------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                <C>             <C>               <C>
U.S. Treasury securities and               
  obligations of U.S. government           
  corporations and agencies                    $         (25)     $    (2,165)    $     206,917     $     180,182
Obligations of states and                  
  political subdivisions                                 (15)          (1,290)           33,801            12,627
Debt securities issued by                  
  foreign governments                                      -          (14,570)          258,231           259,739
Corporate securities                                 (20,225)        (458,242)       12,111,010         9,046,692
Mortgage-backed securities                            (3,924)        (501,436)        7,100,985         6,549,754
Affiliated fixed maturity securities                       -                -            32,275            35,314
Redeemable preferred stock                               (94)               -             2,507                 -
- ------------------------------------------------------------------------------------------------------------------
  Total fixed maturity securities              $     (24,283)     $  (977,703)    $  19,745,726     $  16,084,308
- ------------------------------------------------------------------------------------------------------------------
Equity securities                              $         (21)     $    (1,175)    $      71,770     $      72,752
- ------------------------------------------------------------------------------------------------------------------

</TABLE>




8
<PAGE>   69
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

December 31, 1995

2.  INVESTMENTS - (CONTINUED)

   MATURITIES. The contractual maturities of fixed maturity securities at
December 31, 1995 were as follows:

<TABLE>
<CAPTION>
                                                                        Amortized                  Fair
                                                                           Cost                    Value
- -----------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                    <C>
Fixed maturity securities, excluding
  mortgage-backed securities
   Due in one year or less                                             $     66,864           $     67,872
   Due after one year through five years                                  1,937,164              2,052,167
   Due after five years through ten years                                 7,744,456              8,260,724
   Due after ten years                                                    2,070,145              2,263,978
Mortgage-backed securities                                                6,771,473              7,100,985
- -----------------------------------------------------------------------------------------------------------
      Total fixed maturity securities                                  $ 18,590,102           $ 19,745,726
- -----------------------------------------------------------------------------------------------------------
</TABLE>

   Actual maturities may differ from contractual maturities since borrowers may
have the right to call or prepay obligations. Corporate requirements and
investment strategies may result in the sale of investments before maturity.

2.4  NET UNREALIZED GAINS (LOSSES) ON SECURITIES

   Net unrealized gains (losses) on fixed maturity and equity securities
included in stockholder's equity at December 31 were as follows:

<TABLE>
<CAPTION>
                                                                           1995                    1994
- -----------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                    <C>
Gross unrealized gains                                                 $  1,194,873           $    135,304
Gross unrealized losses                                                     (24,304)              (978,877)
DPAC adjustments                                                           (551,624)               269,161
Deferred federal income taxes                                              (222,325)                10,931
- -----------------------------------------------------------------------------------------------------------
  Net unrealized gains (losses)
    on securities                                                      $    396,620           $   (563,481)
- -----------------------------------------------------------------------------------------------------------
</TABLE>

2.5  MORTGAGE LOANS ON REAL ESTATE

   DIVERSIFICATION. Diversification of the geographic location and type of
property collateralizing mortgage loans reduces the concentration of credit
risk. For new loans, VALIC requires loan-to-value ratios of 75% or less, based
on management's credit assessment of the borrower. At December 31 the mortgage
loan portfolio was distributed as follows:

<TABLE>
<CAPTION>
                                                                           1995                    1994
- -----------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                    <C>
Geographic distribution:
  Atlantic                                                             $    677,739           $    705,643
  Pacific and Mountain                                                      455,009                500,417
  Central                                                                   365,282                384,806
  Allowance for losses                                                      (54,213)               (55,665)
- -----------------------------------------------------------------------------------------------------------
    Total                                                              $  1,443,817           $  1,535,201
- -----------------------------------------------------------------------------------------------------------
Property type:
  Office                                                               $    478,493           $    512,229
  Retail                                                                    461,272                486,881
  Industrial                                                                223,374                253,760
  Apartments                                                                242,469                229,324
  Residential and other                                                      92,422                108,672
  Allowance for losses                                                      (54,213)               (55,665)
- -----------------------------------------------------------------------------------------------------------
    Total                                                              $  1,443,817           $  1,535,201
- -----------------------------------------------------------------------------------------------------------
</TABLE>

   ALLOWANCE. The allowance for mortgage loan losses was as follows:

<TABLE>
<CAPTION>
                                                                       1995          1994           1993
- -----------------------------------------------------------------------------------------------------------
<S>                                                               <C>           <C>            <C>
Balance at January 1                                              $    55,665   $     48,612   $     25,170
Net additions (a)                                                      12,619          9,926         31,757
Deductions (b)                                                        (14,071)        (2,873)        (8,315)
- -----------------------------------------------------------------------------------------------------------
  Balance at December 31                                          $    54,213   $     55,665   $     48,612
- -----------------------------------------------------------------------------------------------------------
</TABLE>

(a)  Charged to realized investment losses.
(b)  Resulting from foreclosures.

   IMPAIRED LOANS. Impaired mortgage loans on real estate and related interest
income were as follows:

<TABLE>
<CAPTION>
                                                                           1995                    1994
- -----------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                    <C>
Impaired loans:
  With allowance*                                                      $     63,167           $    100,353
  Without allowance                                                           2,577                  1,434
- -----------------------------------------------------------------------------------------------------------
    Total impaired loans                                               $     65,744           $    101,787
- -----------------------------------------------------------------------------------------------------------
Average investment                                                     $     83,049           $     79,337
Interest income earned                                                        7,012                  4,634
Interest income - cash basis                                                  6,539                  2,318
- -----------------------------------------------------------------------------------------------------------
</TABLE>

*  Represents gross amounts before allowance for mortgage loan losses of
$17,701 and $23,553, respectively.

3.  DEFERRED POLICY ACQUISITION COSTS (DPAC)

   DPAC at December 31 and the components of the change for the years then
ended, were as follows:

<TABLE>
<CAPTION>
                                                                       1995          1994           1993
- -----------------------------------------------------------------------------------------------------------
<S>                                                               <C>           <C>            <C>
Balance at January 1                                              $   910,479   $    113,116   $    473,764
Capitalization:
  Commissions                                                          52,959         44,899         43,131
  Other acquisition costs                                              51,743         43,147         39,829
  Accretion of interest                                                54,086         47,170         42,439
Amortization:
  Operating earnings                                                  (70,927)       (60,433)       (52,439)
  Offset to realized losses                                             4,991         19,812              -
  Effect of net unrealized
    (gains) losses on securities                                     (820,785)       702,768       (433,608)
- -----------------------------------------------------------------------------------------------------------
Balance at December 31                                            $   182,546   $    910,479   $    113,116
- -----------------------------------------------------------------------------------------------------------
</TABLE>

4.  INCOME TAXES

4.1  TAX-SHARING AGREEMENT

   VALIC, combined with its Separate Accounts, is taxed as a life insurance
company. VALIC and the Separate Accounts are included in the consolidated life
insurance company tax return of AGC. VALIC participates in a tax-sharing
agreement with the other companies included in the consolidated return. Under
this agreement, tax payments are made to AGC as if the companies filed separate
tax returns and companies incurring operating losses and/or capital losses are
reimbursed for the use of these losses by the consolidated return group.





                                                                               9
<PAGE>   70
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

Notes to Consolidated Financial Statements - Continued

December 31, 1995

4.2  TAX LIABILITIES

   Components of income tax liabilities and assets at December 31 were as
follows:

<TABLE>
<CAPTION>
                                                                           1995                    1994
- -----------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                    <C>
Current tax liabilities (assets)                                       $     10,740           $    (36,282)
- -----------------------------------------------------------------------------------------------------------
Deferred tax liabilities, applicable to:
  Basis differential of investments                                         428,863                  7,105
  Deferred policy acquisition costs                                          61,915                317,015
  Other                                                                       2,480                  2,322
- -----------------------------------------------------------------------------------------------------------
     Total deferred tax liabilities                                         493,258                326,442
- -----------------------------------------------------------------------------------------------------------
Deferred tax assets, applicable to:
  Policy reserves                                                          (100,014)               (71,232)
  Other                                                                      (9,381)               (10,287)
  Basis differential of investments                                          (7,527)              (295,251)
- -----------------------------------------------------------------------------------------------------------
     Total deferred tax assets before
        valuation allowance                                                (116,922)              (376,770)
     Valuation allowance                                                         --                195,972
- -----------------------------------------------------------------------------------------------------------
     Total deferred tax assets net of,
         valuation allowance                                               (116,922)              (180,798)
- -----------------------------------------------------------------------------------------------------------
         Net deferred tax liabilities                                       376,336                145,644
- -----------------------------------------------------------------------------------------------------------
             Total income tax liabilities                              $    387,076           $    109,362
- -----------------------------------------------------------------------------------------------------------
</TABLE>

   The deferred tax asset valuation allowance at December 31, 1994, was
attributable to unrealized losses on securities and had no income statement
impact.

4.3  TAX EXPENSE

   Components of income tax expense were as follows:

<TABLE>
<CAPTION>
                                                                       1995          1994           1993
- -------------------------------------------------------------------------------------------------------------
<S>                                                               <C>           <C>            <C>
Current:
  Federal                                                         $    99,273   $     52,973   $     93,936
  State                                                                 3,224          2,368          1,461
- -------------------------------------------------------------------------------------------------------------
    Total current income
       tax expense                                                    102,497         55,341         95,397
- -------------------------------------------------------------------------------------------------------------
Deferred, applicable to:
  Basis differential of
     investments                                                         (786)         7,189         (2,600)
  Deferred policy acquisition
     costs                                                             32,174         32,800         25,119
  Policy reserves                                                     (28,780)       (31,085)       (32,633)
  Other, net                                                           (5,385)         5,938          4,070
- -------------------------------------------------------------------------------------------------------------
    Total deferred income
       tax expense (benefit)                                           (2,777)        14,842         (6,044)
- -------------------------------------------------------------------------------------------------------------
       Income tax expense                                         $    99,720   $     70,183   $     89,353
- -------------------------------------------------------------------------------------------------------------
</TABLE>

   Effective January 1, 1993, the federal corporate tax rate increased from 34%
to 35%. The effect of the 1% tax rate increase on the existing deferred tax
liability was $4,490. This amount was included in 1993 income tax expense.

   A reconciliation between the federal income tax rate and the effective tax
rate follows:

<TABLE>
<CAPTION>
                                                                       1995          1994           1993
- -------------------------------------------------------------------------------------------------------------
<S>                                                               <C>           <C>            <C>
Federal income tax rate                                                   35%            35%            35%
Income tax expense at
  applicable rate                                                 $   104,652   $     74,050   $     90,034
Dividends received
  deduction                                                            (3,883)        (3,392)        (1,819)
Tax-exempt interest (ESOP)                                             (4,426)        (4,670)        (4,996)
Effect of tax rate change
  on deferred tax liabilities                                               -              -          4,490
State income taxes                                                      2,918          7,051          1,461
Other items                                                               459         (2,856)           183
- -------------------------------------------------------------------------------------------------------------
  Income tax expense                                              $    99,720   $     70,183   $     89,353
- -------------------------------------------------------------------------------------------------------------
</TABLE>

   Federal income taxes paid in 1995, 1994, and 1993 were $52,790, $122,608,
and $$59,613, respectively. State income taxes paid in 1995, 1994 and 1993 were
$2,653, $3,390 and $1,363, respectively.

5.  CAPITAL STOCK

   VALIC has two classes of capital stock:  preferred stock ($1.00 par value
with 2 million shares authorized) that may be issued with such dividend,
liquidation, redemption, conversion, voting, and other rights as the board of
directors may determine, and common stock ($1.00 par value, 5 million shares
authorized).

   VALIC is restricted by state insurance laws as to the amount it may pay as
dividends without prior approval from the Texas Department of Insurance. The
maximum dividend payout which may be made without prior approval in 1996 is
$172,402.

6.  DERIVATIVE FINANCIAL INSTRUMENTS

6.1  USE OF DERIVATIVE FINANCIAL INSTRUMENTS

   VALIC's objectives for using interest rate swap agreements on its investment
securities are to effectively convert specific investment securities from a
floating to a fixed-rate basis, or vice versa, and to hedge against the risk of
rising prices on anticipated investment security purchases.

   VALIC's objectives for using currency swap agreements are to effectively
convert cash flows from specific investment securities denominated in foreign
currencies into U.S. dollars at specified exchange rates, and to hedge against
currency rate fluctuations on anticipated investment security purchases.

   Derivative financial instruments related to investment securities, which
were not used prior to 1994, did not have a material effect on net investment
income in 1995 or 1994. VALIC is neither a dealer nor a trader in derivative
financial instruments.





10
<PAGE>   71
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

Notes to Consolidated Financial Statements - Continued

December 31, 1995

6.2  CREDIT AND MARKET RISK

   VALIC is exposed to credit risk in the event of nonperformance by
counterparties to swap agreements. The company limits this exposure by entering
into swap agreements with counterparties having high credit ratings, basing the
amount and term of agreements on these credit ratings, and regularly monitoring
the ratings.

   VALIC's credit exposure on swaps is limited to the fair value of swap
agreements that are favorable to the company.  VALIC does not expect any
counterparty to fail to meet its obligation; however, nonperformance would not
have a material impact on the consolidated financial statements.

   VALIC's exposure to market risk is mitigated by the offsetting effects of
changes in the value of swap agreements and of the related investment
securities.

6.3  ACCOUNTING POLICIES

   The difference between amounts paid and received on swap agreements is
recorded on an accrual basis as an adjustment to investment expense or
investment income, 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 the swap agreements are recognized in the consolidated
balance sheet if they hedge investment securities carried at fair value or
anticipated investment purchases. In this event, changes in the fair value of a
swap agreement are reported in net unrealized gains (losses) on securities
included in shareholder's equity, consistent with the treatment of the related
investment security.

   For swap agreements hedging anticipated investment security purchases, the
net swap settlement amount or unrealized gain or loss is deferred and included
in the measurement of the anticipated transaction when it occurs.

   Any gain or loss from early termination of swap agreements is recognized in
income if the related investment security is sold. Otherwise, the gain or loss
from early termination is deferred and amortized into income over the remaining
term of the related investment security.

6.4  TERMS OF DERIVATIVE FINANCIAL INSTRUMENTS

   Swap agreements generally have terms of two to ten years. Average floating
rates may change significantly, thereby affecting future cash flows.

   Derivative financial instruments related to investment securities at
December 31, 1995 were as follows:

<TABLE>
<S>                                                                    <C>
- -----------------------------------------------------------------------------------
Interest rate swap agreements to pay fixed rate
  Notional amount                                                      $    15,000
  Average receive rate                                                        7.10%
  Average pay rate                                                            5.93
- -----------------------------------------------------------------------------------
Currency swap agreements (receive U.S.$/pay Canadian$)
  Notional amount (in U.S.$)                                           $    62,223
  Average exchange rate                                                       1.62
- -----------------------------------------------------------------------------------
</TABLE>

7.  FAIR VALUE OF FINANCIAL INSTRUMENTS

   Carrying amounts and fair values for certain of VALIC'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 VALIC's assets and liabilities, and
(2) the reporting of investments at fair value without a corresponding
revaluation of related policyholder liabilities can be misinterpreted.

<TABLE>
<CAPTION>
                                                                   1995                              1994
                                                       ----------------------------    -------------------------------
                                                        Fair            Carrying            Fair           Carrying
                                                        Value            Amount            Value            Amount
- ----------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>             <C>             <C>               <C>
Assets
  Fixed maturity and equity securities                $ 19,817,496*   $ 19,817,496*   $ 16,157,060*     $  16,157,060*
  Mortgage loans on real estate                          1,473,598       1,443,817       1,533,403          1,535,201
  Policy Loans                                             567,199         557,637         474,830            474,830
Liabilities
  Insurance investment contracts                        19,883,419      20,146,697      16,273,449         18,656,189
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

*  Includes derivative financial instruments with negative fair value of $1,121
   in 1995 and positive fair value of $952 in 1994.





                                                                              11
<PAGE>   72
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

Notes to Consolidated Financial Statements - Continued

December 31, 1995

7.  FAIR VALUE OF FINANCIAL INSTRUMENTS - (CONTINUED)

     The following methods and assumptions were used to estimate the fair
values 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 the investments.

   MORTGAGE LOANS ON REAL ESTATE. Fair value of mortgage loans was estimated
primarily using discounted cash flows, based on contractual maturities and
discount rates that were based on U.S. Treasury rates for similar maturity
ranges, adjusted for risk, based on property type.

   POLICY LOANS. Fair value of policy loans was estimated using discounted cash
flows and actuarially-determined assumptions, incorporating market rates.

   INSURANCE INVESTMENT CONTRACTS. Fair value of insurance investment
contracts, which do not subject VALIC to significant risks arising from
policyholder mortality or morbidity, was estimated using cash flows discounted
at market interest rates. Care should be exercised in drawing conclusions from
the estimated fair value, since the estimates are based on assumptions
regarding future economic activity.

8.  TRANSACTIONS WITH AFFILIATED COMPANIES

   In the ordinary course of business, VALIC is occasionally involved in
transactions with affiliated companies.  Transactions involving the purchase or
disposal of securities are consummated at the market value of the security on
the date of the transaction. Transactions with affiliated companies during each
of the three years in the period ended December 31, 1995 were as follows:

   Operating expenses include $21,173 in 1995, $23,138 in 1994, and $23,055 in
1993 for amounts paid to AGC or its subsidiaries primarily for rent, data
processing services, use of facilities, and investment expenses.  Interest paid
on borrowings from AGC totaled $1,662 in 1995, $525 in 1994, and $430 in 1993.

   On November 4, 1982, VALIC invested $11,853 in 13 1/2% Restricted
Subordinated Notes due November 4, 2002 issued by AGC. The principal amount of
the note is due November 4, 2002. Principal payments of $592 were received on
November 4, 1995, and 1994. AGC called an amount totaling $410 on November 4,
1993. VALIC recognized $1,452 in interest income during 1995, $1,532 for 1994,
and $1,591 for 1993.

   On December 31, 1984, VALIC entered into a $48,929 note purchase agreement
with AGC. Under the agreement AGC issued an adjustable rate promissory note in
exchange for VALIC's holdings of AGC preferred stock, common stock, and
warrants.  The principal amount of the note is due in 20 equal installment
payments commencing December 29, 1985 and concluding December 29, 2004.
Principal payments of $2,446 were received on December 29, 1995, December 31,
1994, and December 29, 1993. VALIC recognized $1,729, $1,810, and $1,875 of
interest income on the note during 1995, 1994, and 1993, respectively.

   On March 19, 1993, VALIC received a capital contribution of $40,000 from
American General Life Insurance Company (AGL).

   On June 30, 1993, VALIC received a capital contribution from AGL of
furniture and equipment with a book value of $12,942 and a related deferred tax
liability of $1,096.

   On February 14, 1994, VALIC acquired from AGL bonds of various issuers at a
cost of $11,268.

   On February 15, 1994, VALIC acquired from AGL bonds of various issuers at a
cost of $9,900.

   On September 30, 1995, VALIC received a capital contribution from AGL of
electronic data processing equipment with a book value of $1,575 and a related
tax liability of $214.

   VALIC paid common stock dividends of $95,000, $26.57 per share, and $53,000,
$14.83 per share, to AGL in 1995 and 1994, respectively.

9.  COMMITMENTS AND CONTINGENCIES

   VALIC is a defendant in various lawsuits arising in the normal course of
business. VALIC believes it has valid defenses in these lawsuits and is
defending the cases vigorously. VALIC also  believes that the total amounts
that would ultimately have to be paid arising from these lawsuits would have no
material effect on its consolidated financial position.

   All 50 states have laws requiring solvent life insurance companies to pay
assessments to state guaranty associations to protect the interests of
policyholders of insolvent life insurance companies. State guaranty fund
expense included in operating costs and expenses was $18,961, $6,300, and
$7,000, for the years ended December 31, 1995, 1994, and 1993, respectively.
The accrued liability for anticipated assessments was $20,249, $10,214, and
$13,727, at December 31, 1995, 1994, and 1993, respectively. The 1995 liability
was estimated by VALIC using the latest information available from the National
Organization of Life and Health Insurance Guaranty Associations. Although the
amount accrued represents VALIC's best estimate of its liability, this estimate
may change in the future. Additionally, changes in state laws could decrease
the amount recoverable against future premium taxes.

10.   EMPLOYEE BENEFIT PLANS

10.1   PENSION PLANS

   VALIC participates in several employee benefit plans which together cover
substantially all of its employees. One of these plans is a defined benefit
plan. Pension benefits under this plan are based on the participant's average
monthly compensation and length of credited service. VALIC's funding policy for
this plan is to contribute annually no more than the maximum amount that can be
deducted for federal income tax purposes.





12
<PAGE>   73
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 1995

10.  EMPLOYEE BENEFIT PLANS - (CONTINUED)

   The components of pension expense for the defined benefit plan were as
follows:

<TABLE>
<CAPTION>
                                                                       1995          1994           1993
- -------------------------------------------------------------------------------------------------------------
<S>                                                               <C>           <C>            <C>
Service cost (benefits earned)
  during period                                                   $       601   $        759   $        567
Interest cost on projected
  benefit obligation                                                      635            551            407
Actual (return) loss on
  plan assets                                                          (1,249)           414           (667)
Amortization of unrecognized
  net asset existing at date of
  initial application                                                     (72)           (58)           (58)
Amortization of unrecognized
  prior service cost                                                       44             35             35
Deferral of net asset gain (loss)                                         749           (920)           224
- -------------------------------------------------------------------------------------------------------------
  Total pension expense                                           $       708   $        781   $        508
- -------------------------------------------------------------------------------------------------------------

</TABLE>


Assumptions used for 1995, 1994, and 1993:

<TABLE>
<S>                                                                     <C>            <C>            <C>
Weighted-average discount rate
  on benefit obligation                                                  7.25%          8.50%          7.25%
Rate of increase in
  compensation levels                                                    4.00%          4.00%          4.00%
Expected long-term rate of
  return on plan assets                                                 10.00%         10.00%         10.00%
</TABLE>

   The following table sets forth the funded status and amounts recognized in
the Consolidated Balance Sheet at December 31 for VALIC's defined benefit
pension plan:

<TABLE>
<CAPTION>
                                                                           1995                    1994
- ------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                    <C>
Actuarial present value of benefit obligation:
  Vested                                                               $      6,983           $      4,862
  Nonvested                                                                   1,127                    285
- ------------------------------------------------------------------------------------------------------------
Accumulated benefit obligation                                                8,110                  5,147
Effect of increase in compensation levels                                     2,219                  1,607
- ------------------------------------------------------------------------------------------------------------
Projected benefit obligation                                                 10,329                  6,754
Plan assets at fair value                                                     6,406                  5,211
- ------------------------------------------------------------------------------------------------------------
Plan assets in excess of projected
  benefit obligation                                                         (3,923)                (1,543)
Unrecognized net gain                                                         2,037                    306
Unrecognized prior service cost                                                 105                    148
Unrecognized net obligation at
  January 1, net of amortization                                                (23)                   (93)
- ------------------------------------------------------------------------------------------------------------
    Net pension liability                                              $     (1,804)          $     (1,182)
- ------------------------------------------------------------------------------------------------------------
</TABLE>

   Equity and fixed maturity securities were 63% and 35%, respectively, of the
plans' assets at the plans' most recent balance sheet dates. The remaining plan
assets consisted primarily of cash equivalents and investment-related
receivables.

10.2  POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

   VALIC, through American General Corporation, has life, medical, supplemental
major medical, and dental plans for certain retired employees and agents. Most
plans are contributory, with retiree contributions adjusted annually to limit
employer contributions to predetermined amounts. VALIC has reserved the right
to change or eliminate these benefits at any time.

   The life plans are fully insured; the retiree and medical and dental plans
are unfunded and self-insured.

   The plans' combined funded status and the accrued postretirement benefit
cost included in other liabilities at December 31 were as follows:

<TABLE>
<CAPTION>
                                                                           1995                    1994
- ------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                    <C>
Actuarial present value of benefit obligations
  Retirees                                                             $        115           $        142
  Fully eligible active plan participants                                        26                    272
  Other active plan participants                                              1,509                    865
- ------------------------------------------------------------------------------------------------------------
Accumulated postretirement
  benefit obligation (APBO)                                                   1,650                  1,279
Unrecognized net gain (loss)                                                   (393)                  (114)
- ------------------------------------------------------------------------------------------------------------
    Accrued benefit cost                                               $      1,257           $      1,165
- ------------------------------------------------------------------------------------------------------------
Discount rate on postretirement
  benefit obligations                                                          7.25%                  8.50%
- ------------------------------------------------------------------------------------------------------------

</TABLE>


Postretirement benefit expense was as follows:

<TABLE>
<S>                                                                    <C>                    <C>
- ------------------------------------------------------------------------------------------------------------
Service cost (benefits earned)                                         $        110           $        131
Interest cost on accumulated
  postretirement benefit obligation                                             118                    150
- ------------------------------------------------------------------------------------------------------------
    Postretirement benefit expense                                     $        228           $        281
- ------------------------------------------------------------------------------------------------------------
</TABLE>

   For measurement purposes, a 11.5% annual rate of increase in the per capita
cost of covered health care benefits was assumed in 1996; the rate was assumed
to decrease gradually to 6% in 2007 and remain at that level. A 1% increase in
the assumed annual rate of increase in per capita cost of health care benefits
results in a $108 increase in the accumulated postretirement benefit obligation
and a $15 increase in postretirement benefit expense.





                                                                              13
<PAGE>   74
================================================================================
CHAIRMAN'S LETTER                                             SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------

TO OUR PARTICIPANTS:

We are pleased to present the December 31, 1995 Annual Report to Contract
Owners for Separate Account A of the  Variable Annuity Life Insurance Company.
A summary of the change in unit value for each fund and each product series
(Portfolio Director, Independence Plus, Group Unit Purchase and Impact) appears
on page two.

The economic climate in 1995 was positive for investors. Economic growth was
steady and inflation was well controlled.  Gross Domestic Product increased
modestly in each of the three quarters that were reported and the same should
hold true for the fourth quarter. The full year GDP gain is estimated at 2.1%.
Monthly Consumer Price Index changes varied between 0.4% and zero. For the year
the CPI change is 2.5%.

In that environment the Federal Reserve Board was accommodative. From the 6%
level in February, Federal Funds were reduced by one quarter point in July and
a like amount in December. That was followed by another quarter point cut in
January. Those actions resulted in an interest rate decline of nearly 2% on the
U.S. Treasury long bond.

VALIC's domestic indexed funds provided returns ranging from 26% to 36%.
Managed domestic equity funds returned 23% to 60%. International funds earned
between 9% and 21%. Market and economic conditions were not as favorable
outside the U.S. as they were domestically.

The three bond funds gained 16% to 20%, benefitting from the decline in
interest rates.

In the Lipper Analytical rankings, all but three of VALIC's funds were in the
top half of the funds with similar objectives. Of the thirteen funds in the top
half, seven were in the top quartile.

In the Morningstar rankings, ten of VALIC's funds were in the top half and of
those six were in the top quartile.  If you have any questions about your
contract or this report, we would be happy to hear from you.

                                     Respectfully,


                                     /s/ STEPHEN D. BICKEL
                                     Stephen D. Bickel, Chairman and CEO
                                     The Variable Annuity Life Insurance Company

January 26, 1996


This report is not authorized for distribution as advertising or sales
literature. This report is published exclusively for the information of the
variable annuity contract owners of the Company in accordance with section 30
(d) of the Investment Company Act of 1940.




                                      1
<PAGE>   75
================================================================================
CHAIRMAN'S LETTER - CONTINUED                                 SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------


UNIT VALUE RETURNS
(Unaudited)
<TABLE>
<CAPTION>
                                                                                                                               
                                                                                                  ONE YEAR TOTAL RETURNS FOR THE
                                                 PORTFOLIO  INDEPENDENCE             GROUP UNIT      YEAR ENDING DECEMBER 31,   
                                                 DIRECTOR       PLUS       IMPACT     PURCHASE    -------------------------------
                                                 DIVISION     DIVISION    DIVISION    DIVISION           1995         1994
                                                ---------------------------------------------------------------------------------
<S>                                                 <C>          <C>         <C>      <C>                <C>          <C>
INDEXED FUNDS                                                                                          
   Stock Index Fund   . . . . . . . . . . .         10C          10C         10D      10A, 10B           35.95%       (0.30)%
   MidCap Index Fund  . . . . . . . . . . .          4            4           4          N/A             29.24        (4.70)
   Small Cap Index Fund . . . . . . . . . .         14           14          N/A         N/A             26.39        (4.30)
   International Equities Fund  . . . . . .         11           11          N/A         N/A              9.67         6.90
MANAGED FUNDS                                                                                          
   Growth Fund  . . . . . . . . . . . . . .         15           N/A         N/A         N/A             46.40         0.18  (1)
   Growth & Income Fund . . . . . . . . . .         16           N/A         N/A         N/A             30.55        (0.68) (1)
   Science & Technology Fund  . . . . . . .         17           N/A         N/A         N/A             60.07        24.77  (1)
   Social Awareness Fund  . . . . . . . . .         12           12          N/A         N/A             37.57        (2.42)
   Timed Opportunity Fund . . . . . . . . .          5            5           5          N/A             23.55        (2.29)
   Capital Conservation Fund  . . . . . . .          7            7           1          N/A             19.58        (7.04)
   Government Securities Fund . . . . . . .          8            8          N/A         N/A             16.31        (5.44)
   International Government Bond Fund . . .         13           13          N/A         N/A             17.63         3.42
   Money Market Fund  . . . . . . . . . . .          6            6           2          N/A              4.51         2.77
   Dreyfus Small Cap Fund . . . . . . . . .         18           N/A         N/A         N/A             27.78         6.33
   Templeton Asset Allocation Fund  . . . .         19           N/A         N/A         N/A             21.02        (4.24)
   Templeton International Fund . . . . . .         20           N/A         N/A         N/A             14.34        (3.49)
</TABLE>                                                          
                                                                  
(1)   Since April 29, 1994, inception of the Fund.                
                                                                  
                                                                  
VARIABLE ACCOUNT PERFORMANCE                
FOR THE YEAR ENDED DECEMBER 31, 1995        
                                             
<TABLE>                                      
<CAPTION>                                    
                                                                      LIPPER ANALYTICAL                
                                                                        SERVICES, INC.              MORNINGSTAR, INC.
                                                               ----------------------------  -----------------------------
                                                       UNIT         RANKING                       RANKING               
                                                      VALUE    -------------------- AVERAGE  -------------------- AVERAGE
                                                      RETURN   POSITION  PERCENTILE  RETURN  POSITION  PERCENTILE RETURN
                                                    ----------------------------------------------------------------------
<S>                                                    <C>      <C>         <C>       <C>    <C>          <C>      <C>
Stock Index Fund  . . . . . . . . . . . . . . .        35.95%    6/48        88%      35.31    18/267      93%     31.77
MidCap Index Fund . . . . . . . . . . . . . . .        29.24     17/31       45       32.67   272/409      33      31.10
Small Cap Index Fund  . . . . . . . . . . . . .        26.39     34/55       38       28.20   123/155      21      30.74
International Equities Fund . . . . . . . . . .         9.67    64/133       52        9.60   126/248      49      10.38
Growth Fund . . . . . . . . . . . . . . . . . .        46.40    3/226        99       30.51    4/409       99      31.10
Growth & Income Fund  . . . . . . . . . . . . .        30.55    68/139       51       31.16   177/267      34      31.77
Science & Technology Fund . . . . . . . . . . .        60.07     1/17       100       31.04     1/63      100      20.68
Social Awareness Fund . . . . . . . . . . . . .        37.57     3/17        82       31.04    5/267       98      31.77
Timed Opportunity Fund  . . . . . . . . . . . .        23.55    65/184       65       21.58   116/322      64      22.17
Capital Conservation Fund . . . . . . . . . . .        19.58     7/82        91       17.37    33/239      86      16.44
Government Securities Fund  . . . . . . . . . .        16.31     27/60       55       15.47    43/113      62      15.83
International Government Bond Fund  . . . . . .        17.63     7/46        85       12.87    17/62       73      14.15
Money Market Fund . . . . . . . . . . . . . . .         4.51    65/227       71        4.35    63/219      71       4.34
Dreyfus Small Cap Fund  . . . . . . . . . . . .        27.78    29/55        47       28.20  111/155       28      30.74
Templeton Asset Allocation Fund . . . . . . . .        21.02     7/14        50       18.62  193/322       40      22.17
Templeton International Fund  . . . . . . . . .        14.34    13/133       90        9.60   48/248       81      10.38
</TABLE>

SOURCES:  Morningstar Variable Annuity/Life Performance Report, January 1996
          Lipper Variable Insurance Products Performance Analysis Service, 
          December 1995

The Portfolio Director rankings shown in this publication indicate the total
return rankings of Separate Account A's divisions compared to Morningstar and
Lipper categories for the twelve month period ending 12/31/95. The total
returns and rankings displayed show value after all management, administration
fees and fund expenses and do not include potential sales charges or
maintenance fees, if applicable. For total return information over a longer
period, see the Portfolio Director prospectus. The performance shown represents
past performance. The principal value of an investment will fluctuate so that
an investor's shares, when redeemed, may be worth more or less than their
original cost. Past performance does not guarantee future returns.


                                       2
<PAGE>   76
================================================================================
FINANCIAL STATEMENTS                                          SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------


STATEMENT OF NET ASSETS
December 31, 1995

<TABLE>
<CAPTION>
ASSETS:                                                                                    ALL DIVISIONS
                                                                                          ---------------
<S>                                                                                       <C>
Total investment in shares of mutual funds, at market (cost $3,569,502,230) . . . . .     $ 4,265,526,052
Balance due from VALIC general account  . . . . . . . . . . . . . . . . . . . . . . .           5,104,219
                                                                                          ---------------
NET ASSETS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $ 4,270,630,271
                                                                                          ===============
CONTRACT OWNER RESERVES:
Reserves for redeemable annuity contracts
  (Net of applicable contract loans - partial withdrawals with right of                  
    reinvestment) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $ 4,258,190,663                      
Reserves for annuity contracts on benefit . . . . . . . . . . . . . . . . . . . . . .          12,439,608
                                                                                          ---------------
TOTAL CONTRACT OWNER RESERVES . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $ 4,270,630,271
                                                                                          ===============

STATEMENT OF OPERATIONS
For the year ended December 31, 1995

INVESTMENT INCOME:                                                                         ALL DIVISIONS
                                                                                          ---------------
Dividends from mutual funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $    68,067,158
                                                                                          ---------------

EXPENSES:
Mortality risk charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          26,346,212
Expense risk charge   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           7,529,006
                                                                                          ---------------
  Total expenses    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          33,875,218
                                                                                          ---------------
NET INVESTMENT INCOME   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          34,191,940
                                                                                          ===============

REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments  . . . . . . . . . . . . . . . . . . . . . . . . . .          54,777,042
Capital gains distributions from mutual funds . . . . . . . . . . . . . . . . . . . .         110,007,833
Net unrealized appreciation of investments during the year  . . . . . . . . . . . . .         640,017,922
                                                                                          ---------------
  Net realized and unrealized gain on investments   . . . . . . . . . . . . . . . . .         804,802,797
                                                                                          ---------------
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS. . . . . . . . . . . . . . . . . . .     $   838,994,737
                                                                                          ===============

STATEMENTS OF CHANGES IN NET ASSETS                                                                 ALL DIVISIONS
For the year ended December 31:                                                           ------------------------------
                                                                                                1995               1994
OPERATIONS:                                                                               ------------------------------
Net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $    34,191,940  $  32,581,603
Net realized gain on investments  . . . . . . . . . . . . . . . . . . . . . . . . . .          54,777,042     14,131,361
Capital gains distributions from mutual funds . . . . . . . . . . . . . . . . . . . .         110,007,833     25,307,836
Net unrealized appreciation (depreciation) of investments during the year . . . . . .         640,017,922    (95,069,796)
                                                                                          ---------------  -------------
  Increase (decrease) in net assets resulting from operations   . . . . . . . . . . .         838,994,737    (23,048,996)
                                                                                          ---------------  -------------

PRINCIPAL TRANSACTIONS:

Purchase payments   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         820,355,349    581,037,348
Surrenders of accumulation units by terminations, withdrawals, and
  maintenance fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        (114,759,722)   (96,084,797)
Annuity benefit payments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          (1,588,610)    (1,371,515)
Amounts transferred from VALIC general account  . . . . . . . . . . . . . . . . . . .         220,818,448    155,830,645
                                                                                          ---------------  -------------
  Increase in net assets resulting from principal transactions    . . . . . . . . . .         924,825,465    639,411,681
                                                                                          ---------------  -------------
TOTAL INCREASE IN NET ASSETS  . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1,763,820,202    616,362,685

NET ASSETS:
Beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       2,506,810,069   1,890,447,384
                                                                                          ---------------  --------------
End of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $ 4,270,630,271  $2,506,810,069
                                                                                          ===============  =============
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.


                                       3
<PAGE>   77
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------


STATEMENTS OF NET ASSETS
December 31, 1995

<TABLE>
<CAPTION>
                                                                              STOCK INDEX FUND         
                                                        --------------------------------------------------------------
                                                        DIVISION 10A     DIVISION 10B     DIVISION 10C    DIVISION 10D
                                                        ------------     ------------     ------------    ------------
<S>                                                     <C>               <C>           <C>                <C>
ASSETS:
Investment in shares of mutual funds, at market . .     $341,205,299      $28,301,222   $1,066,560,864     $41,200,277
Balance due (to) from VALIC general account . . . .          (36,122)          (7,529)         822,847           4,929
                                                        ------------      -----------   --------------     -----------
NET ASSETS  . . . . . . . . . . . . . . . . . . . .     $341,169,177      $28,293,693   $1,067,383,711     $41,205,206
                                                        ============      ===========   ==============     ===========

CONTRACT OWNER RESERVES:
Reserves for redeemable annuity contracts (Net of
  applicable contract loans - partial withdrawals
  with right of reinvestment) . . . . . . . . . . .     $331,057,207      $26,875,071   $1,067,072,765     $41,076,367
Reserves for annuity contracts on benefit . . . . .       10,111,970        1,418,622          310,946         128,839
                                                        ------------      -----------   --------------     -----------
TOTAL CONTRACT OWNER RESERVES   . . . . . . . . . .     $341,169,177      $28,293,693   $1,067,383,711     $41,205,206
                                                        ============      ===========   ==============     ===========
</TABLE>

STATEMENTS OF NET ASSETS
December 31, 1995

<TABLE>
<CAPTION>
                                                           SOCIAL           TIMED
                                                          AWARENESS      OPPORTUNITY        CAPITAL CONSERVATION FUND
                                                            FUND             FUND           --------------------------
ASSETS:                                                  DIVISION 12      DIVISION 5        DIVISION 1      DIVISION 7
                                                         -----------     -----------        ----------      ----------
<S>                                                      <C>             <C>                <C>            <C>
Investment in shares of mutual funds, at market . .      $59,966,151     $182,869,410       $7,770,858     $53,368,978
Balance due (to) from VALIC general account . . . .          133,659           84,295           12,591         219,088
                                                         -----------     ------------       ----------     -----------
NET ASSETS  . . . . . . . . . . . . . . . . . . . .      $60,099,810     $182,953,705       $7,783,449     $53,588,066
                                                         ===========     ============       ==========     ===========

CONTRACT OWNER RESERVES:
Reserves for redeemable annuity contracts (Net of
  applicable contract loans - partial withdrawals
  with right of reinvestment) . . . . . . . . . . .      $60,099,810     $182,879,468       $7,778,840     $53,588,066
Reserves for annuity contracts on benefit   . . . .               --           74,237            4,609              --
                                                         -----------     ------------       ----------     -----------
TOTAL CONTRACT OWNER RESERVES   . . . . . . . . . .      $60,099,810     $182,953,705       $7,783,449     $53,588,066
                                                         ===========     ============       ==========     ===========
</TABLE>



SEE NOTES TO FINANCIAL STATEMENTS.



                                      4
<PAGE>   78
================================================================================
                                                              SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
     MIDCAP          SMALL CAP       INTERNATIONAL                         GROWTH &          SCIENCE &
     INDEX             INDEX            EQUITIES           GROWTH           INCOME          TECHNOLOGY
      FUND              FUND              FUND              FUND             FUND              FUND
   DIVISION 4       DIVISION 14       DIVISION 11       DIVISION 15       DIVISION 16       DIVISION 17
  ------------      ------------     ------------      ------------       -----------      ------------
  <S>               <C>              <C>               <C>                <C>              <C>
  $480,090,535      $152,407,245     $199,139,104      $240,566,401       $66,881,957      $374,148,985
       316,741         (416,173)          548,336           577,364           253,619         1,064,371
  ------------      ------------     ------------      ------------       -----------      ------------
  $480,407,276      $151,991,072     $199,687,440      $241,143,765       $67,135,576      $375,213,356
  ============      ============     ============      ============       ===========      ============

  $480,328,146      $151,918,885     $199,562,349      $241,143,765       $67,135,576      $375,193,754
        79,130            72,187          125,091                --                --            19,602
  ------------      ------------     ------------      ------------       -----------      ------------
  $480,407,276      $151,991,072     $199,687,440      $241,143,765       $67,135,576      $375,213,356
  ============      ============     ============      ============       ===========      ============
</TABLE>



<TABLE>
<CAPTION>
                   
                                                                                            TEMPLETON
    GOVERNMENT      INTERNATIONAL                                           DREYFUS            ASSET           TEMPLETON
    SECURITIES        GOVERNMENT              MONEY MARKET FUND            SMALL CAP        ALLOCATION       INTERNATIONAL
       FUND           BOND FUND        ----------------------------          FUND              FUND              FUND
    DIVISION 8       DIVISION 13       DIVISION 2        DIVISION 6       DIVISION 18       DIVISION 19       DIVISION 20
   -----------      ------------       ----------       -----------      ------------       -----------      -------------
   <S>              <C>                <C>              <C>              <C>                <C>              <C>
   $71,615,518      $112,179,184       $6,379,563       $80,556,398      $356,075,243       $94,348,477      $249,894,383
        88,257           132,996           11,459          (299,003)          828,651           276,875           486,968
   -----------      ------------       ----------       -----------      ------------       -----------      ------------
   $71,703,775      $112,312,180       $6,391,022       $80,257,395      $356,903,894       $94,625,352      $250,381,351
   ===========      ============       ==========       ===========      ============       ===========      ============

   $71,703,775      $112,312,180       $6,391,022       $80,239,114      $356,865,344       $94,600,086      $250,369,073
            --                --               --            18,281            38,550            25,266            12,278
   -----------      ------------       ----------       -----------      ------------       -----------      ------------
   $71,703,775      $112,312,180       $6,391,022       $80,257,395      $356,903,894       $94,625,352      $250,381,351
   ===========      ============       ==========       ===========      ============       ===========      ============
</TABLE>


                                       5
<PAGE>   79
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

STATEMENTS OF OPERATIONS
For the year ended December 31, 1995


<TABLE>
<CAPTION>
                                                                               STOCK INDEX FUND
                                                        ---------------------------------------------------------------
INVESTMENT INCOME:                                      DIVISION 10A      DIVISION 10B    DIVISION 10C     DIVISION 10D
                                                        ------------      ------------    ------------     ------------
<S>                                                      <C>               <C>            <C>              <C>
Dividends from mutual funds . . . . . . . . . . .        $ 6,876,645       $  578,463     $ 19,463,430     $   868,192
                                                         -----------       ----------     ------------     -----------

EXPENSES:
Mortality risk charge . . . . . . . . . . . . . .          2,492,730           74,835        7,012,079         367,749
Expense risk charge . . . . . . . . . . . . . . .            623,182           10,205        1,753,020          27,680
                                                         -----------       ----------     ------------     -----------
  Total expenses  . . . . . . . . . . . . . . . .          3,115,912           85,040        8,765,099         395,429
                                                         -----------       ----------     ------------     -----------
NET INVESTMENT INCOME . . . . . . . . . . . . . .          3,760,733          493,423       10,698,331         472,763
                                                         -----------       ----------     ------------     -----------

REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS:
Net realized gain on investments  . . . . . . . .          5,349,737          631,222       10,775,457       1,335,894
Capital gains distributions from mutual funds . .          6,875,040          570,166       21,483,819         831,333
Net unrealized appreciation (depreciation)
  of investments during the period  . . . . . . .         78,996,842        6,528,773      221,238,425       9,456,579
                                                         -----------       ----------     ------------     -----------
Net realized and unrealized gain on investments .         91,221,619        7,730,161      253,497,701      11,623,806
                                                         -----------       ----------     ------------     -----------
INCREASE IN NET ASSETS
  RESULTING FROM OPERATIONS   . . . . . . . . . .        $94,982,352       $8,223,584     $264,196,032     $12,096,569
                                                         ===========       ==========     ============     ===========
</TABLE>


STATEMENTS OF OPERATIONS
For the year ended December 31, 1995
<TABLE>
<CAPTION>
                                                                                                                     
                                                           SOCIAL           TIMED
                                                          AWARENESS      OPPORTUNITY        CAPITAL CONSERVATION FUND
                                                            FUND             FUND           --------------------------
INVESTMENT INCOME:                                       DIVISION 12      DIVISION 5        DIVISION 1      DIVISION 7
                                                         -----------      -----------       ----------      ----------
<S>                                                      <C>              <C>               <C>             <C>
Dividends from mutual funds . . . . . . . . . . . .      $ 1,076,551      $ 7,221,681       $  528,894      $3,067,082
                                                         -----------      -----------       ----------      ----------

EXPENSES:
Mortality risk charge . . . . . . . . . . . . . . .          381,303        1,438,653           74,198         367,628
Expense risk charge . . . . . . . . . . . . . . . .           95,326          330,908            5,585          91,907
                                                         -----------      -----------       ----------      ----------
   Total expenses . . . . . . . . . . . . . . . . .          476,629        1,769,561           79,783         459,535
                                                         -----------      -----------       ----------      ----------
NET INVESTMENT INCOME . . . . . . . . . . . . . . .          599,922        5,452,120          449,111       2,607,547
                                                         -----------      -----------       ----------      ----------

REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Net realized gain (loss) on investments . . . . . .          371,169        2,006,917           65,122        (138,616)
Capital gains distributions from mutual funds . . .        3,609,468        3,186,462                -               -
Net unrealized appreciation of investments  . . . .
during the period . . . . . . . . . . . . . . . . .       10,227,915       26,710,438          906,759       5,643,853
                                                         -----------      -----------       ----------      ----------
Net realized and unrealized gain on investments . .       14,208,552       31,903,817          971,881       5,505,237
                                                         -----------      -----------       ----------      ----------
INCREASE IN NET ASSETS 
RESULTING FROM OPERATIONS . . . . . . . . . . . . .      $14,808,474      $37,355,937       $1,420,992      $8,112,784
                                                         ===========      ===========       ==========      ==========
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS.




                                      6
<PAGE>   80
================================================================================
                                                              SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
     MIDCAP           SMALL CAP       INTERNATIONAL                         GROWTH &         SCIENCE &
      INDEX             INDEX            EQUITIES           GROWTH           INCOME         TECHNOLOGY
      FUND               FUND              FUND              FUND             FUND             FUND
   DIVISION 4        DIVISION 14       DIVISION 11       DIVISION 15       DIVISION 16      DIVISION 17
  ------------       -----------      -------------      -----------       -----------      -----------
  <S>                <C>               <C>               <C>                <C>             <C>
  $  6,653,173       $ 1,907,029       $ 3,271,083       $   309,137        $  301,811      $   608,070
  ------------       -----------       -----------       -----------        ----------      -----------

     3,436,876         1,074,988         1,572,989           942,972           301,789        1,632,154
       824,595           268,747           393,247           235,743            75,447          408,038
  ------------       -----------       -----------       -----------        ----------      -----------
     4,261,471         1,343,735         1,966,236         1,178,715           377,236        2,040,192
  ------------       -----------       -----------       -----------        ----------      -----------
     2,391,702           563,294         1,304,847          (869,578)          (75,425)      (1,432,122)
  ------------       -----------       -----------       -----------        ----------      -----------



    10,603,188         2,963,270        13,215,875             8,587            19,953        6,545,968
    17,377,938         2,945,819         4,363,325         3,650,399           472,785       37,380,606

    76,322,743        24,766,420          (725,229)       39,103,633         8,794,032       41,310,631
  ------------       -----------       -----------       -----------        ----------      -----------
   104,303,869        30,675,509        16,853,971        42,762,619         9,286,770       85,237,205
  ------------       -----------       -----------       -----------        ----------      -----------

  $106,695,571       $31,238,803       $18,158,818       $41,893,041        $9,211,345      $83,805,083
  ============       ===========       ===========       ===========        ==========      ===========
</TABLE>

<TABLE>
<CAPTION>
                                                                                            TEMPLETON
    GOVERNMENT      INTERNATIONAL                                            DREYFUS           ASSET           TEMPLETON
    SECURITIES        GOVERNMENT              MONEY MARKET FUND             SMALL CAP       ALLOCATION       INTERNATIONAL
       FUND           BOND FUND          ---------------------------          FUND             FUND               FUND
    DIVISION 8       DIVISION 13         DIVISION 2       DIVISION 6       DIVISION 18      DIVISION 19       DIVISION 20
    ----------       -----------         ----------       ----------       -----------      -----------      -------------
    <S>               <C>                 <C>             <C>              <C>              <C>               <C>
    $3,526,257        $4,148,671          $376,138        $4,020,847       $ 1,283,472      $ 1,162,767       $   817,765
    ----------        ----------          --------        ----------       -----------      -----------       -----------

       435,010           551,505            64,741           594,817         1,743,882          513,382         1,271,932
       108,752           137,876             4,873           148,704           980,933          288,777           715,461
    ----------        ----------          --------        ----------       -----------      -----------       -----------
       543,762           689,381            69,614           743,521         2,724,815          802,159         1,987,393
    ----------        ----------          --------        ----------       -----------      -----------       -----------
     2,982,495         3,459,290           306,524         3,277,326        (1,441,343)         360,608        (1,169,628)
    ----------        ----------          --------        ----------       -----------      -----------       -----------



      (28,711)           911,852                 -                 -            26,776           87,754            25,628
             -           114,019                 -                 -         6,796,184                -           350,470

     5,103,399         3,111,995                 -                 -        47,179,100       11,935,576        23,406,038
    ----------        ----------          --------        ----------       -----------      -----------       -----------
     5,074,688         4,137,866                 -                 -        54,002,060       12,023,330        23,782,136
    ----------        ----------          --------        ----------       -----------      -----------       -----------
    $8,057,183        $7,597,156          $306,524        $3,277,326       $52,560,717      $12,383,938       $22,612,508
    ==========        ==========          ========        ==========       ===========      ===========       ===========
</TABLE>


                                       7
<PAGE>   81
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

STATEMENTS OF CHANGES IN NET ASSETS
For the year ended December 31:

<TABLE>
<CAPTION>
                                                                                       STOCK INDEX FUND
                                                                --------------------------------------------------------------
                                                                        DIVISION 10A                     DIVISION 10B
                                                                -----------------------------    -----------------------------
OPERATIONS:                                                         1995           1994              1995            1994
                                                                -----------------------------    -----------------------------
<S>                                                             <C>           <C>                <C>           <C>
Net investment income . . . . . . . . . . . . . . . . . . .     $  3,760,733  $     4,490,176    $    493,423  $       541,395
Net realized gain (loss) on investments . . . . . . . . . .        5,349,737         (266,345)        631,222          (16,715)
Capital gains distributions from mutual funds . . . . . . .        6,875,040          638,819         570,166           54,939
Net unrealized appreciation (depreciation)
  of investments during the year  . . . . . . . . . . . . .       78,996,842       (5,896,939)      6,528,773         (495,564)
                                                                -----------------------------    -----------------------------
    Increase (decrease) in net assets resulting from
      operations  . . . . . . . . . . . . . . . . . . . . .       94,982,352       (1,034,289)      8,223,584           84,055
                                                                -----------------------------    -----------------------------

PRINCIPAL TRANSACTIONS:
Purchase payments . . . . . . . . . . . . . . . . . . . . .        5,033,111        5,464,415         574,384          720,902
Surrenders of accumulation units by terminations,
  withdrawals, and maintenance fees   . . . . . . . . . . .      (16,541,542)     (20,019,026)     (1,698,590)      (1,706,119)
Annuity benefit payments  . . . . . . . . . . . . . . . . .       (1,296,973)      (1,114,443)       (218,489)        (205,698)
Amounts transferred (to) from VALIC general account . . . .      (23,599,151)      (6,986,742)     (2,885,564)        (256,628)
                                                                -----------------------------    -----------------------------
    Increase (decrease) in net assets
      resulting from principal transactions   . . . . . . .      (36,404,555)     (22,655,796)     (4,228,259)      (1,447,543)
                                                                -----------------------------    -----------------------------
TOTAL INCREASE (DECREASE) IN NET ASSETS . . . . . . . . . .       58,577,797      (23,690,085)      3,995,325       (1,363,488)

NET ASSETS:
Beginning of year . . . . . . . . . . . . . . . . . . . . .      282,591,380      306,281,465      24,298,368       25,661,856
                                                                -----------------------------    -----------------------------
End of year . . . . . . . . . . . . . . . . . . . . . . . .     $341,169,177  $   282,591,380    $ 28,293,693  $    24,298,368
                                                                =============================    =============================

CHANGE IN UNITS OUTSTANDING:
Accumulation units beginning of year  . . . . . . . . . . .       33,814,520       36,512,399       1,836,094        1,937,835
Purchase payments . . . . . . . . . . . . . . . . . . . . .          497,922          678,364          39,513           57,856
Surrenders  . . . . . . . . . . . . . . . . . . . . . . . .       (1,718,657)      (2,487,947)       (110,735)        (138,745)
Transfers -- interdivision and (to) from VALIC general
    account   . . . . . . . . . . . . . . . . . . . . . . .       (2,598,422)        (888,296)       (204,347)         (20,852)
                                                                -----------------------------    -----------------------------
Accumulation units end of year  . . . . . . . . . . . . . .       29,995,363       33,814,520       1,560,525        1,836,094
                                                                =============================    =============================
<CAPTION>
                                                                         DECEMBER 31:                     DECEMBER 31:
                                                                -----------------------------    -----------------------------
                                                                    1995             1994            1995             1994
                                                                -----------------------------    -----------------------------
<S>                                                             <C>           <C>                <C>           <C>
Accumulation unit value . . . . . . . . . . . . . . . . . .     $  11.036946  $      8.116786    $  17.221812  $     12.582568
                                                                -----------------------------    -----------------------------
Annuity unit value assuming a 3.5% discount factor  . . . .     $   3.298369  $      2.510493    $   4.376632  $      3.309445
                                                                =============================    =============================
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS.




                                      8
<PAGE>   82
================================================================================
                                                              SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>                                                                                                   SMALL CAP
                        STOCK INDEX FUND                               MIDCAP INDEX FUND                   INDEX FUND
- -------------------------------------------------------------   -----------------------------    ----------------------------
          DIVISION 10C                    DIVISION 10D                     DIVISION 4                     DIVISION 14
- -----------------------------    ----------------------------    ----------------------------    ----------------------------
       1995           1994             1995          1994             1995            1994             1995          1994
- -----------------------------    ----------------------------    ----------------------------    ----------------------------
<S>            <C>               <C>           <C>               <C>           <C>               <C>           <C>
$   10,698,331  $  10,610,432    $     472,763  $     605,767    $   2,391,702  $   2,515,091    $     563,294  $     341,917
    10,775,457      4,405,234        1,335,894         49,938       10,603,188      2,119,902        2,963,270      1,086,972
    21,483,819      1,624,189          831,333         84,388       17,377,938     11,552,151        2,945,819             --

   221,238,425    (17,763,623)       9,456,579       (896,531)      76,322,743    (32,449,763)      24,766,420     (5,860,073)
- -----------------------------    ----------------------------    ----------------------------    ----------------------------
   264,196,032     (1,123,768)      12,096,569       (156,438)     106,695,571    (16,262,619)      31,238,803     (4,431,184)
- -----------------------------    ----------------------------    ----------------------------    ----------------------------

   155,833,642    173,237,158        1,280,197      1,678,616       87,946,264    124,009,106       40,608,391     60,678,232

   (30,060,583)   (26,626,162)      (2,417,823)    (2,632,793)     (15,264,152)   (14,276,915)      (4,632,557)    (3,630,894)
       (29,665)       (23,752)          (5,520)        (3,736)         (16,844)       (14,576)          (3,022)            --
   (42,300,802)   (65,001,259)      (7,115,532)    (4,630,624)     (69,269,652)   (27,422,005)     (38,506,364)    (1,057,342)
- -----------------------------    ----------------------------    ----------------------------    ----------------------------

    83,442,592     81,585,985       (8,258,678)    (5,588,537)       3,395,616     82,295,610       (2,533,552)    55,989,996
- -----------------------------    ----------------------------    ----------------------------    ----------------------------
   347,638,624     80,462,217        3,837,891     (5,744,975)     110,091,187     66,032,991       28,705,251     51,558,812


   719,745,087    639,282,870       37,367,315     43,112,290      370,316,089    304,283,098      123,285,821     71,727,009
- -----------------------------    ----------------------------    ----------------------------    ----------------------------
$1,067,383,711  $ 719,745,087    $  41,205,206  $  37,367,315    $ 480,407,276  $ 370,316,089    $ 151,991,072  $ 123,285,821
=============================    ============================    ============================    ============================


   416,234,288    369,550,060       12,207,684     14,043,516      171,442,018    134,621,879      100,383,839     56,159,647
    76,950,994     99,449,095          341,405        551,269       35,874,094     55,929,821       30,141,511     48,518,804
   (14,254,441)   (14,897,712)        (663,263)      (863,807)      (5,995,776)    (6,365,496)      (3,356,851)    (2,868,199)
   (23,675,598)   (37,867,155)      (1,999,953)    (1,523,294)     (28,706,646)   (12,744,186)     (28,832,504)    (1,426,413)
- -----------------------------    ----------------------------    ----------------------------    ----------------------------
   455,255,243    416,234,288        9,885,873     12,207,684      172,613,690    171,442,018       98,335,995    100,383,839
=============================    ============================    ============================    ============================

<CAPTION>
         DECEMBER 31:                    DECEMBER 31:                    DECEMBER 31:                    DECEMBER 31:
- -----------------------------    ----------------------------    ----------------------------    ----------------------------
      1995           1994              1995         1994               1995         1994               1995          1994
- -----------------------------    ----------------------------    ----------------------------    ----------------------------
<S>            <C>              <C>            <C>              <C>            <C>              <C>            <C>
$     2.343900  $    1.724134    $    4.155057  $    3.056808    $    2.782677  $    2.153183    $    1.544896  $    1.222329
- -----------------------------    ----------------------------    ----------------------------    ----------------------------
$     1.776053  $    1.352112    $    2.582770  $    1.966534    $    1.799452  $    1.441063    $    1.361960  $    1.115264
=============================    ============================    ============================    ============================
</TABLE>





                                      9
<PAGE>   83
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

STATEMENTS OF CHANGES IN NET ASSETS
For the year ended December 31:

<TABLE>
<CAPTION>
                                                                    INTERNATIONAL EQUITIES
                                                                             FUND                          GROWTH FUND
                                                                -----------------------------    -----------------------------
                                                                          DIVISION 11                      DIVISION 15
                                                                -----------------------------    -----------------------------
OPERATIONS:                                                        1995              1994            1995             1994*
                                                                -----------------------------    -----------------------------
<S>                                                             <C>          <C>                 <C>          <C>
Net investment income . . . . . . . . . . . . . . . . . . .     $  1,304,847  $       586,461    $   (869,578)   $      (3,344)
Net realized gain on investments  . . . . . . . . . . . . .       13,215,875        4,189,593           8,587                2
Capital gains distributions from mutual funds . . . . . . .        4,363,325        1,224,134       3,650,399               --
Net unrealized appreciation (depreciation)
  of investments during the year  . . . . . . . . . . . . .         (725,229)       1,953,569      39,103,633          330,403
                                                                -----------------------------    -----------------------------
    Increase (decrease) in net assets resulting from
      operations  . . . . . . . . . . . . . . . . . . . . .       18,158,818        7,953,757      41,893,041          327,061
                                                                -----------------------------    -----------------------------

PRINCIPAL TRANSACTIONS:
Purchase payments . . . . . . . . . . . . . . . . . . . . .       52,726,233       70,132,976      58,223,803        4,547,841
Surrenders of accumulation units by terminations,
  withdrawals, and maintenance fees   . . . . . . . . . . .       (6,722,321)      (6,159,144)     (1,776,523)         (39,858)
Annuity benefit payments  . . . . . . . . . . . . . . . . .           (5,870)          (2,449)            --                --
Amounts transferred (to) from VALIC general account . . . .      (63,364,477)      11,350,355     109,893,422       28,074,978
                                                                -----------------------------    -----------------------------
    Increase (decrease) in net assets
      resulting from principal transactions   . . . . . . .      (17,366,435)      75,321,738     166,340,702       32,582,961
                                                                -----------------------------    -----------------------------
TOTAL INCREASE IN NET ASSETS  . . . . . . . . . . . . . . .          792,383       83,275,495     208,233,743       32,910,022

NET ASSETS:
Beginning of year . . . . . . . . . . . . . . . . . . . . .      198,895,057      115,619,562      32,910,022               --
                                                                -----------------------------    -----------------------------
End of year . . . . . . . . . . . . . . . . . . . . . . . .     $199,687,440  $   198,895,057    $241,143,765  $    32,910,022
                                                                =============================    =============================

CHANGE IN UNITS OUTSTANDING:
Accumulation units beginning of year  . . . . . . . . . . .      187,749,916      117,215,227      32,633,370               --
Purchase payments . . . . . . . . . . . . . . . . . . . . .       49,402,081       65,406,765      45,984,606        4,373,529
Surrenders  . . . . . . . . . . . . . . . . . . . . . . . .       (6,214,230)      (5,718,100)     (1,266,891)         (40,064)
Transfers -- interdivision and (to) from VALIC general
  account   . . . . . . . . . . . . . . . . . . . . . . . .      (58,373,749)      10,846,024      87,066,763       28,299,905
                                                                -----------------------------    -----------------------------
Accumulation units end of year  . . . . . . . . . . . . . .      172,564,018      187,749,916     164,417,848       32,633,370
                                                                =============================    =============================
<CAPTION>
                                                                         DECEMBER 31:                     DECEMBER 31:
                                                                -----------------------------    -----------------------------
                                                                    1995            1994              1995           1994
                                                                -----------------------------    -----------------------------
<S>                                                             <C>           <C>                <C>           <C>
Accumulation unit value . . . . . . . . . . . . . . . . . .     $   1.156454  $      1.054460    $   1.466652  $      1.001834
                                                                -----------------------------    -----------------------------
Annuity unit value assuming a 3.5% discount factor  . . . .     $   0.933003  $      0.880460    $   1.384532  $      0.978806
                                                                =============================    =============================
</TABLE>


* For the period from July 11, 1994 to December 31, 1994.

SEE NOTES TO FINANCIAL STATEMENTS.




                                      10
<PAGE>   84
================================================================================
                                                              SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
       GROWTH & INCOME FUND                     SCIENCE & TECHNOLOGY FUND                    SOCIAL AWARENESS FUND
- ------------------------------------       ------------------------------------        -----------------------------------
           DIVISION 16                                 DIVISION 17                                DIVISION 12
- ------------------------------------       ------------------------------------        -----------------------------------
         1995            1994*                     1995               1994*                    1995             1994
- ------------------------------------       ------------------------------------        -----------------------------------
<S>                 <C>                    <C>                  <C>                    <C>                 <C>
$        (75,425)   $          4,055       $      (1,432,122)   $       (54,071)       $        599,922    $       484,291
          19,953                 160               6,545,968            250,313                 371,169            632,326
         472,785                  --              37,380,606            549,747               3,609,468          2,328,955

       8,794,032              85,633              41,310,631          2,692,873              10,227,915         (4,358,741)
- ------------------------------------       ------------------------------------        -----------------------------------
       9,211,345              89,848              83,805,083          3,438,862              14,808,474           (913,169)
- ------------------------------------       ------------------------------------        -----------------------------------

      17,507,504           1,630,675              93,027,877          6,652,744              10,849,944         13,160,211

        (641,935)             (5,453)             (3,055,711)           (37,889)             (1,516,923)        (1,413,415)
              --                  --                    (824)                --                      --                 --
      28,680,150          10,663,442             147,758,969         43,624,245              (2,864,774)        (7,867,172)
- ------------------------------------       ------------------------------------        -----------------------------------

      45,545,719          12,288,664             237,730,311         50,239,100               6,468,247          3,879,624
- ------------------------------------       ------------------------------------        -----------------------------------
      54,757,064          12,378,512             321,535,394         53,677,962              21,276,721          2,966,455


      12,378,512                  --             53,677,962                 --              38,823,089         35,856,634
- ------------------------------------       ------------------------------------        -----------------------------------
$     67,135,576    $     12,378,512       $     375,213,356    $    53,677,962        $     60,099,810    $    38,823,089
====================================       ====================================        ===================================

      12,386,602                  --              42,726,137                 --              29,015,764         26,230,566
      14,980,745           1,583,044              54,428,033          5,315,122               6,860,477          9,604,919
        (455,265)             (5,487)             (1,584,330)           (32,041)               (929,671)          (983,733)
      24,867,007          10,809,045              92,292,392         37,443,056              (2,196,450)        (5,835,988)
- ------------------------------------       ------------------------------------        -----------------------------------
      51,779,089          12,386,602             187,862,232         42,726,137              32,750,120         29,015,764
====================================       ====================================        ===================================

<CAPTION>
            DECEMBER 31:                             DECEMBER 31:                                 DECEMBER 31:
- ------------------------------------       ------------------------------------        -----------------------------------
       1995                1994                    1995               1994                    1995               1994
- ------------------------------------       ------------------------------------        -----------------------------------
<S>                 <C>                    <C>                  <C>                    <C>                 <C>
$       1.296577    $       0.993168       $        1.997175    $      1.247713        $       1.835102    $      1.333899
- ------------------------------------       ------------------------------------        -----------------------------------
$       1.223980    $       0.970339       $        1.885352    $      1.219034        $       1.480522    $      1.113787
====================================       ====================================        ===================================
</TABLE>




                                      11
<PAGE>   85
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

STATEMENTS OF CHANGES IN NET ASSETS
For the year ended December 31:

<TABLE>
<CAPTION>
                                                                      TIMED OPPORTUNITY               CAPITAL CONSERVATION
                                                                            FUND                             FUND
                                                                -----------------------------    -----------------------------
                                                                         DIVISION 5                       DIVISION 1
                                                                -----------------------------    -----------------------------
OPERATIONS:                                                        1995             1994             1995             1994
                                                                -----------------------------    -----------------------------
<S>                                                             <C>          <C>                 <C>          <C>
Net investment income . . . . . . . . . . . . . . . . . .       $  5,452,120  $     4,810,838    $    449,111  $       517,106
Net realized gain (loss) on investments . . . . . . . . .          2,006,917          735,641          65,122           32,250
Capital gains distributions from mutual funds . . . . . .          3,186,462        6,863,526              --               --
Net unrealized appreciation (depreciation)
  of investments during the year  . . . . . . . . . . . .         26,710,438      (16,833,221)        906,759       (1,254,436)
                                                                -----------------------------    -----------------------------
    Increase (decrease) in net assets resulting from
      operations  . . . . . . . . . . . . . . . . . . . .         37,355,937       (4,423,216)      1,420,992         (705,080)
                                                                -----------------------------    -----------------------------

PRINCIPAL TRANSACTIONS:
Purchase payments . . . . . . . . . . . . . . . . . . . .         20,940,181       36,297,892         286,600          494,060
Surrenders of accumulation units by terminations,
  withdrawals, and maintenance fees   . . . . . . . . . .         (7,824,702)      (8,285,289)       (623,792)      (1,098,891)
Annuity benefit payments  . . . . . . . . . . . . . . . .             (6,591)          (4,816)           (499)            (478)
Amounts transferred (to) from VALIC general account . . .        (42,300,580)     (36,353,014)     (1,306,120)      (1,152,049)
                                                                -----------------------------    -----------------------------
    Increase (decrease) in net assets
      resulting from principal transactions   . . . . . .        (29,191,692)      (8,345,227)     (1,643,811)      (1,757,358)
                                                                -----------------------------    -----------------------------
TOTAL INCREASE (DECREASE) IN NET ASSETS . . . . . . . . .          8,164,245      (12,768,443)       (222,819)      (2,462,438)

NET ASSETS:
Beginning of year . . . . . . . . . . . . . . . . . . . .        174,789,460      187,557,903       8,006,268       10,468,706
                                                                -----------------------------    -----------------------------
End of year . . . . . . . . . . . . . . . . . . . . . . .       $182,953,705  $   174,789,460    $  7,783,449  $     8,006,268
                                                                =============================    =============================

CHANGE IN UNITS OUTSTANDING:
Accumulation units beginning of year  . . . . . . . . . .         89,377,860       93,899,802       2,953,861        3,590,916
Purchase payments . . . . . . . . . . . . . . . . . . . .          9,806,864       18,196,642          96,297          145,757
Surrenders  . . . . . . . . . . . . . . . . . . . . . . .         (3,569,040)      (4,118,862)       (207,008)        (362,666)
Transfers -- interdivision and (to) from VALIC general
   account  . . . . . . . . . . . . . . . . . . . . . . .        (19,764,253)     (18,599,722)       (441,065)        (420,146)
                                                                -----------------------------    -----------------------------
Accumulation units end of year  . . . . . . . . . . . . .         75,851,431       89,377,860       2,402,085        2,953,861
                                                                =============================    =============================
<CAPTION>
                                                                         DECEMBER 31:                     DECEMBER 31:
                                                                -----------------------------    -----------------------------
                                                                     1995          1994               1995           1994
                                                                -----------------------------    -----------------------------
<S>                                                             <C>           <C>                <C>           <C>
Accumulation unit value . . . . . . . . . . . . . . . . .       $   2.411022  $      1.951533    $   3.238370  $      2.709029
                                                                -----------------------------    -----------------------------
Annuity unit value assuming a 3.5% discount factor  . . .       $   1.581407  $      1.324778    $   1.843690  $      1.596246
                                                                =============================    =============================
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.




                                      12
<PAGE>   86
================================================================================
                                                              SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
         CAPITAL CONSERVATION                       GOVERNMENT SECURITIES                      INTERNATIONAL GOVERNMENT
                 FUND                                      FUND                                       BOND FUND
- ------------------------------------       ------------------------------------        -----------------------------------
              DIVISION 7                                DIVISION 8                                   DIVISION 13
- ------------------------------------       ------------------------------------        -----------------------------------
      1995                 1994                  1995                1994                      1995              1994
- ------------------------------------       ------------------------------------        -----------------------------------
<S>                 <C>                    <C>                  <C>                    <C>                 <C>
$      2,607,547    $      2,360,212       $       2,982,495    $     2,030,237        $      3,459,290    $     1,361,407
        (138,616)            350,094                 (28,711)           316,682                 911,852            245,193
              --                  --                      --                 --                 114,019                 --

       5,643,853          (5,791,380)              5,103,399         (4,822,548)              3,111,995           (642,360)
- ------------------------------------       ------------------------------------        -----------------------------------
       8,112,784          (3,081,074)              8,057,183         (2,475,629)              7,597,156            964,240
- ------------------------------------       ------------------------------------        -----------------------------------

      10,464,260          14,414,782              15,047,915         13,894,906              31,073,737         12,960,014

      (1,972,220)         (2,021,727)             (1,987,445)        (1,878,777)             (1,946,252)          (981,285)
             --                   --                      --                 --                      --                 --
      (3,821,311)         (8,653,752)              9,219,172        (11,636,951)             42,026,449         (2,227,507)
- ------------------------------------       ------------------------------------        -----------------------------------

       4,670,729           3,739,303              22,279,642            379,178              71,153,934          9,751,222
- ------------------------------------       ------------------------------------        -----------------------------------
      12,783,513             658,229              30,336,825         (2,096,451)             78,751,090         10,715,462


      40,804,553          40,146,324              41,366,950         43,463,401              33,561,090         22,845,628
- ------------------------------------       ------------------------------------        -----------------------------------
$     53,588,066    $     40,804,553       $      71,703,775    $    41,366,950        $    112,312,180    $    33,561,090
====================================       ====================================        ===================================


      26,859,219          24,628,606              26,667,073         26,563,166              25,691,713         18,155,381
       6,253,935           9,129,477               9,058,310          8,675,976              21,413,110         10,044,637
      (1,058,493)         (1,241,827)             (1,149,951)        (1,181,704)             (1,286,336)          (763,521)
      (2,480,853)         (5,657,037)              5,271,621         (7,390,365)             27,550,763         (1,744,784)
- ------------------------------------       ------------------------------------        -----------------------------------
      29,573,808          26,859,219              39,847,053         26,667,073              73,369,250         25,691,713
====================================       ====================================        ===================================

<CAPTION>
          DECEMBER 31:                                 DECEMBER 31:                                DECEMBER 31:
- ------------------------------------       ------------------------------------        -----------------------------------
        1995             1994                     1995                1994                     1995             1994
- ------------------------------------       ------------------------------------        -----------------------------------
<S>                 <C>                    <C>                  <C>                    <C>                 <C>
$       1.812011    $       1.515278       $        1.799475    $      1.547150        $       1.530780    $      1.301357
- ------------------------------------       ------------------------------------        -----------------------------------
$       1.289558    $       1.116084       $        1.280634    $      1.139558        $       1.323493    $      1.164474
====================================       ====================================        ===================================
</TABLE>




                                      13
<PAGE>   87
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

STATEMENTS OF CHANGES IN NET ASSETS
For the year ended December 31:

<TABLE>
<CAPTION>
                                                                                     MONEY MARKET FUND
                                                                --------------------------------------------------------------
                                                                          DIVISION 2                      DIVISION 6
                                                                -----------------------------    -----------------------------
OPERATIONS:                                                          1995          1994              1995           1994
                                                                -----------------------------    -----------------------------
<S>                                                             <C>          <C>                 <C>          <C>
Net investment income . . . . . . . . . . . . . . . . . .       $    306,524  $       211,175    $  3,277,326  $     1,241,669
Net realized gain on investments  . . . . . . . . . . . .                 --               --              --               --
Capital gains distributions from mutual funds . . . . . .                 --               --              --               --
Net unrealized appreciation (depreciation)
  of investments during the year  . . . . . . . . . . . .                 --               --              --               --
                                                                -----------------------------    -----------------------------
    Increase (decrease) in net assets resulting from
      operations  . . . . . . . . . . . . . . . . . . . .            306,524          211,175       3,277,326        1,241,669
                                                                -----------------------------    -----------------------------

PRINCIPAL TRANSACTIONS:
Purchase payments . . . . . . . . . . . . . . . . . . . .            355,756          221,092      26,840,702       13,855,791
Surrenders of accumulation units by terminations,
  withdrawals, and maintenance fees   . . . . . . . . . .           (681,366)        (663,266)     (7,793,169)      (4,406,881)
Annuity benefit payments  . . . . . . . . . . . . . . . .                 --               --          (1,574)          (1,567)
Amounts transferred (to) from VALIC general account . . .           (806,250)        (978,344)    (54,484,648)      66,014,809
                                                                -----------------------------    -----------------------------
    Increase (decrease) in net assets
      resulting from principal transactions   . . . . . .         (1,131,860)      (1,420,518)    (35,438,689)      75,462,152
                                                                -----------------------------    -----------------------------
TOTAL INCREASE (DECREASE) IN NET ASSETS . . . . . . . . .           (825,336)      (1,209,343)    (32,161,363)      76,703,821

NET ASSETS:
Beginning of year . . . . . . . . . . . . . . . . . . . .          7,216,358        8,425,701     112,418,758       35,714,937
                                                                -----------------------------    -----------------------------
End of year . . . . . . . . . . . . . . . . . . . . . . .       $  6,391,022  $     7,216,358    $ 80,257,395  $   112,418,758
                                                                =============================    =============================

CHANGE IN UNITS OUTSTANDING:
Accumulation units beginning of year  . . . . . . . . . .          3,442,237        4,129,981      75,765,781       24,799,810
Purchase payments . . . . . . . . . . . . . . . . . . . .           165,743           107,142      18,072,687        9,439,315
Surrenders  . . . . . . . . . . . . . . . . . . . . . . .           (316,475)        (314,181)     (5,090,822)      (3,026,130)
Transfers -- interdivision and (to) from VALIC general
    account   . . . . . . . . . . . . . . . . . . . . . .           (374,144)        (480,705)    (36,839,889)      44,552,786
                                                                -----------------------------    -----------------------------
Accumulation units end of year  . . . . . . . . . . . . .          2,917,361        3,442,237      51,907,757       75,765,781
                                                                =============================    =============================
<CAPTION>
                                                                         DECEMBER 31:                     DECEMBER 31:
                                                                -----------------------------    -----------------------------
                                                                      1995          1994               1995          1994
                                                                -----------------------------    -----------------------------
<S>                                                             <C>           <C>                <C>           <C>
Accumulation unit value . . . . . . . . . . . . . . . . .       $   2.190686  $      2.096416    $   1.545802  $      1.479129
                                                                -----------------------------    -----------------------------
Annuity unit value assuming a 3.5% discount factor  . . .       $   1.392992  $      1.379656    $   1.088077  $      1.077548
                                                                =============================    =============================
</TABLE>


* For the period from July 11, 1994 to December 31, 1994.

SEE NOTES TO FINANCIAL STATEMENTS.




                                      14
<PAGE>   88
================================================================================
                                                              SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                      TEMPLETON ASSET
      DREYFUS SMALL CAP FUND                          ALLOCATION FUND                      TEMPLETON INTERNATIONAL FUND
- ------------------------------------       ------------------------------------        -----------------------------------
            DIVISION 18                                 DIVISION 19                                DIVISION 20
- ------------------------------------       ------------------------------------        -----------------------------------
      1995                1994*                  1995                1994*                    1995              1994*
- ------------------------------------       ------------------------------------        -----------------------------------
<S>                 <C>                    <C>                  <C>                    <C>                 <C>
$     (1,441,343)   $        166,996       $         360,608    $       (75,725)       $     (1,169,628)   $      (164,482)
          26,776                  --                  87,754                 --                  25,628                121
       6,796,184             386,988                      --                 --                 350,470                 --

      47,179,100            (102,019)             11,935,576           (729,094)             23,406,038         (2,235,982)
- ------------------------------------       ------------------------------------        -----------------------------------
      52,560,717             451,965              12,383,938           (804,819)             22,612,508         (2,400,343)
- ------------------------------------       ------------------------------------        -----------------------------------


      96,201,687          12,217,697              26,412,918          4,656,678              69,120,243         10,111,560

      (3,867,838)           (111,066)             (1,156,891)           (47,985)             (2,577,387)           (41,962)
            (915)                 --                  (1,361)                --                    (463)                --
     122,606,635          76,845,012              24,133,475         29,049,399              89,125,401         64,431,794
- ------------------------------------       ------------------------------------        -----------------------------------

     214,939,569          88,951,643              49,388,141         33,658,092             155,667,794         74,501,392
- ------------------------------------       ------------------------------------        -----------------------------------
     267,500,286          89,403,608              61,772,079         32,853,273             178,280,302         72,101,049

      89,403,608                  --              32,853,273           --                    72,101,049                 --
- ------------------------------------       ------------------------------------        -----------------------------------
$    356,903,894    $     89,403,608       $      94,625,352    $    32,853,273        $    250,381,351    $    72,101,049
====================================       ====================================        ===================================


      85,169,871                  --              32,807,602                 --              71,716,511                 --
      80,950,706          11,303,726              24,212,805          4,421,687              65,697,216          9,484,235
      (2,954,777)           (107,113)               (964,768)           (48,133)             (2,198,909)           (41,499)
     104,569,419          73,973,258              22,438,866         28,434,048              83,910,108         62,273,775
- ------------------------------------       ------------------------------------        -----------------------------------
     267,735,219          85,169,871              78,494,505         32,807,602             219,124,926         71,716,511
====================================       ====================================        ===================================

<CAPTION>
           DECEMBER 31:                               DECEMBER 31:                                DECEMBER 31:
- ------------------------------------       ------------------------------------        -----------------------------------
       1995               1994                    1995                1994                    1995              1994
- ------------------------------------       ------------------------------------        -----------------------------------
<S>                 <C>                    <C>                  <C>                    <C>                 <C>
$       1.332904    $       1.043156       $        1.205181    $      0.995860        $       1.142586    $      0.999282
- ------------------------------------       ------------------------------------        -----------------------------------
$       1.267071    $       1.026303       $        1.145656    $      0.979771        $       1.086152    $      0.983138
====================================       ====================================        ===================================
</TABLE>




                                      15
<PAGE>   89
================================================================================
NOTES TO FINANCIAL STATEMENTS                                 SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------

NOTE A -- ORGANIZATION

    Separate Account A (the "Separate Account"), established by The Variable
Annuity Life Insurance Company ("VALIC") on April 18, 1979, is registered under
the Investment Company Act of 1940 as a unit investment trust. The Separate
Account is comprised of twenty-one subaccounts or "divisions." Each division,
which represents a variable investment vehicle available only through a VALIC
annuity contract, invests in one of the following mutual funds:

AMERICAN GENERAL SERIES PORTFOLIO COMPANY ("AGSPC"):

  Stock Index Fund (Divisions 10A, B, C, and D),
  MidCap Index Fund (Division 4),
  Small Cap Index Fund (Division 14),
  International Equities Fund (Division 11),
  Growth Fund (Division 15),
  Growth & Income Fund (Division 16),
  Science & Technology Fund (Division 17),
  Social Awareness Fund (Division 12),
  Timed Opportunity Fund (Division 5),
  Capital Conservation Fund (Divisions 1 and 7),
  Government Securities Fund (Division 8),
  International Government Bond Fund (Division 13), and
  Money Market Fund (Divisions 2 and 6).

DREYFUS VARIABLE INVESTMENT FUND:

  Dreyfus Small Cap Portfolio (Division 18)

TEMPLETON VARIABLE PRODUCTS SERIES FUND:

  Templeton Asset Allocation Fund (Division 19)
  Templeton International Fund (Division 20)

Divisions 15, 16, 17, 18, 19, and 20 commenced operations on July 11, 1994.

NOTE B -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    The assets of the Separate Account are segregated from VALIC's other
assets. The operations of the Separate Account are part of VALIC. The following
is a summary of significant accounting policies consistently followed by the
Separate Account in the preparation of its financial statements.

    INVESTMENT VALUATION. Investments in mutual funds (the "Funds") are valued
at the net asset (market) value per share at the close of each business day.

    INVESTMENT TRANSACTIONS. Investment transactions are accounted for on the
trade date. Realized gains and losses on investments are determined on the
basis of identified cost. Capital gain distributions from mutual funds are
recorded on the ex-dividend date and reinvested upon receipt.

    INVESTMENT INCOME. Dividend income from mutual funds is recorded on the
ex-dividend date and reinvested upon receipt.

    ANNUITY RESERVES. Net payments made by variable annuity contract owners are
accumulated based on the performance of the investments of the Separate Account
until the date the contract owners select to commence annuity payments.
Reserves for annuities on which benefits are currently payable are provided for
based upon estimated mortality and other assumptions, including provisions for
the risk of adverse deviation from assumptions, which were appropriate at the
time the contracts were issued. The 1949 Progressive Annuity Table has been
used in the computation of annuity reserves for currently payable contracts.
Participants are able to elect investment rates between 3.0% and 6.0%, as
regulated by the applicable state laws.

NOTE C -- TRANSACTIONS WITH AFFILIATES

    VALIC acts as investment adviser and transfer agent to AGSPC.

    The Separate Account is charged for mortality and expense risks assumed by
VALIC. The charge, based on the daily net assets of each division, is assessed
daily based on the following annual rates: for Division 10B, .85% on the first
$10,000,000, .425% on the next $90,000,000, and .21% on the excess over
$100,000,000; for Divisions 1, 2, 4, 5, 6, 7, 8, 10A, 10C, 10D, 11, 12, 13, 14,
15, 16, and 17, 1.00%; and for Divisions 18, 19, and 20, 1.25%.

    Pursuant to the reorganization agreement entered into on April 17, 1987,
which transferred VALIC Separate Accounts One and Two into the Separate
Account, expenses of Division 10A (formerly Separate Account One) are limited
to 1.4157% of average daily net assets, and expenses of Division 10B (formerly
Separate Account Two) are limited to the following rates based on average daily
net assets: 0.6966% on the first $25,434,267 and 0.5% on the next $74,565,733.
Accordingly, during the years ended December 31, 1995 and 1994, VALIC reduced
expenses of Division 10B by $69,586 and $67,955, respectively.

    A portion of the annual contract maintenance charge is assessed each
contract (except those relating to Divisions 10A and 10B) by VALIC on the last
day of the calendar quarter in which VALIC receives the first purchase payment,
and in quarterly installments thereafter during the accumulation period.
Maintenance charges assessed totaled $2,494,903 and $1,857,628 for the years
ended December 31, 1995, and December 31, 1994, respectively.

    VALIC received surrender charges of $1,299,069 and $1,233,026 for the years
ended December 31, 1995, and December 31, 1994, respectively. In addition,
VALIC received $100,290 and $18,404 for the year ended December 31, 1995, in
sales load on variable annuity purchase payments for Divisions 10A and 10B,
respectively. VALIC received $124,462 and $22,329 for the year ended December
31, 1994, in sales load on variable annuity purchase payments for Divisions 10A
and 10B, respectively.




                                     16
<PAGE>   90
================================================================================
NOTES TO FINANCIAL STATEMENTS - CONTINUED                     SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------

NOTE D -- INVESTMENTS
   The cost of fund shares is the same for financial reporting and federal
income tax purposes. The following is a summary of fund shares owned as of
December 31, 1995:

<TABLE>
<CAPTION>
                                                               MARKET                                        UNREALIZED
UNDERLYING FUND                       DIVISION      SHARES     PRICE          MARKET            COST        APPRECIATION
- ------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>         <C>         <C>        <C>            <C>                 <C>
Stock Index Fund  . . . . . . . .     10A,B,C,D   77,628,358  $ 19.03    $ 1,477,267,662 $  1,105,508,457   $371,759,205
MidCap Index Fund . . . . . . . .       4         27,734,866    17.31        480,090,535      397,011,660     83,078,875
Small Cap Index Fund  . . . . . .       14        10,710,277    14.23        152,407,245      129,522,422     22,884,823
International Equities Fund . . .       11        18,628,541    10.69        199,139,104      187,888,444     11,250,660
Growth Fund . . . . . . . . . . .       15        16,488,444    14.59        240,566,401      201,132,365     39,434,036
Growth & Income Fund  . . . . . .       16         5,184,648    12.90         66,881,957       58,002,292      8,879,665
Science & Technology Fund . . . .       17        20,809,176    17.98        374,148,985      330,145,481     44,003,504
Social Awareness Fund . . . . . .       12         4,237,891    14.15         59,966,151       52,197,124      7,769,027
Timed Opportunity Fund  . . . . .       5         15,100,694    12.11        182,869,410      160,827,715     22,041,695
Capital Conservation Fund . . . .     1 & 7        6,169,509     9.91         61,139,836       59,432,080      1,707,756
Government Securities Fund  . . .       8          7,014,252    10.21         71,615,518       70,467,996      1,147,522
International Government Bond Fund      13         9,127,680    12.29        112,179,184      109,565,749      2,613,435
Money Market Fund.  . . . . . . .     2 & 6       86,935,961     1.00         86,935,961       86,935,961             --
Dreyfus Small Cap Fund  . . . . .       18         7,718,952    46.13        356,075,243      308,998,162     47,077,081
Templeton Asset Allocation Fund .       19         5,037,292    18.73         94,348,477       83,141,995     11,206,482
Templeton International Fund  . .       20        16,516,483    15.13        249,894,383      228,724,327     21,170,056
                                                                         -----------------------------------------------
                                                                         $ 4,265,526,052 $  3,569,502,230   $696,023,822
                                                                         ===============================================
</TABLE>

NOTE E -- FEDERAL INCOME TAXES

    VALIC is taxed as a life insurance company under the Internal Revenue Code
and includes the operations of the Separate Account in determining its federal
income tax liability. Under current federal income tax law the investment
income and capital gains from sale of investments realized by the Separate
Account are not taxable. Therefore, no federal income tax provision has been
made.

NOTE F -- SECURITY PURCHASES AND SALES

    For the year ended December 31, 1995, the aggregate cost of purchases and
proceeds from sales of investments were:

<TABLE>
<CAPTION>
                                                                                         PURCHASES               SALES
                                                                                    -------------------------------------
     <S>                                                                            <C>                    <C>
     Stock Index Fund:
         Division 10A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $     17,829,646       $   43,581,553
         Division 10B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          1,750,366            4,905,910
         Division 10C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        166,148,042           50,236,291
         Division 10D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          2,318,140            9,247,780
     MidCap Index Fund Division 4   . . . . . . . . . . . . . . . . . . . . . . .         62,422,985           39,646,090
     Small Cap Index Fund Division 14   . . . . . . . . . . . . . . . . . . . . .         24,793,667           23,245,115
     International Equities Fund Division 11  . . . . . . . . . . . . . . . . . .         57,671,192           69,714,222
     Growth Fund Division 15  . . . . . . . . . . . . . . . . . . . . . . . . . .        168,790,861               57,736
     Growth & Income Fund Division 16   . . . . . . . . . . . . . . . . . . . . .         45,865,792              122,058
     Science & Technology Fund Division 17  . . . . . . . . . . . . . . . . . . .        290,019,742           18,313,402
     Social Awareness Fund Division 12  . . . . . . . . . . . . . . . . . . . . .         14,778,261            4,227,474
     Timed Opportunity Fund Division 5  . . . . . . . . . . . . . . . . . . . . .         13,643,488           34,236,462
     Capital Conservation Fund:
         Division 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            766,423            1,960,586
         Division 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         17,499,959           10,443,867
     Government Securities Fund Division 8  . . . . . . . . . . . . . . . . . . .         30,092,359            4,775,625
     International Government Bond Fund Division 13   . . . . . . . . . . . . . .         85,454,562           10,810,456
     Money Market Fund:
         Division 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          2,717,163            3,576,785
         Division 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        127,237,936          152,993,878
     Dreyfus Small Cap Fund Division 18   . . . . . . . . . . . . . . . . . . . .        219,949,004              128,645
     Templeton Asset Allocation Fund Division 19  . . . . . . . . . . . . . . . .         50,326,793              783,734
     Templeton International Fund Division 20   . . . . . . . . . . . . . . . . .        155,004,679              292,803
                                                                                    -------------------------------------
                             Total  . . . . . . . . . . . . . . . . . . . . . . .   $  1,555,081,060       $  483,300,472
                                                                                    =====================================
</TABLE>




                                      17
<PAGE>   91
================================================================================
REPORT OF INDEPENDENT AUDITORS                                SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------

TO THE BOARD OF THE VARIABLE ANNUITY LIFE INSURANCE COMPANY AND CONTRACT OWNERS
OF THE VARIABLE ANNUITY LIFE INSURANCE COMPANY SEPARATE ACCOUNT A

We have audited the accompanying statements of net assets of The Variable
Annuity Life Insurance Company Separate Account A ("Separate Account A") and
each of the divisions (1, 2, 4, 5, 6, 7, 8, 10A, 10B, 10C, 10D, 11, 12, 13, 14,
15, 16, 17, 18, 19, and 20) comprising Separate Account A as of December 31,
1995. We have also audited the related statements of operations for the year
then ended and the statements of changes in net assets for each of the two
years in the period then ended of Separate Account A and each of its divisions
except for divisions 15, 16, 17, 18, 19, and 20 for which we audited the
statements of changes in net assets for the year ended December 31, 1995 and
for the period from July 11, 1994 (inception) to December 31, 1994. These
financial statements are the responsibility of Separate Account A's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of December 31, 1995,
by correspondence with the transfer agent. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Separate Account A and each of
the divisions comprising Separate Account A at December 31, 1995, and the
results of their operations and changes in their net assets for each of the
periods identified above, in conformity with generally accepted accounting
principles.

                                                            ERNST & YOUNG LLP

Houston, Texas
January 26, 1996
<PAGE>   92
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY             ---------------------
SEPARATE ACCOUNT A                                            Bulk Rate      
                                                             U.S. Postage    
P.O. Box 3206                                                    PAID        
Houston, Texas 77253-3206                                  Permit No. 6748   
                                                            Houston, Texas   
                                                        ---------------------



                                                        Recycled Paper [LOGO]
<PAGE>   93
 
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT A
                       INDEPENDENCE PLUS CONTRACT SERIES
 
                                    FORM N-4
                                     UNDER
                         THE SECURITIES ACT OF 1933 AND
                       THE INVESTMENT COMPANY ACT OF 1940
                             ---------------------
 
                             CROSS REFERENCE SHEET
                           (PURSUANT TO RULE 481(A))
 
<TABLE>
<CAPTION>
                        ITEM NO.                                   PROSPECTUS CAPTION
- --------------------------------------------------------  -------------------------------------
<C>      <S>                                              <C>
     1.  Cover Page.....................................  Cover Page
     2.  Definitions....................................  Definitions
     3.  Synopsis.......................................  Introduction
     4.  Condensed Financial Information................  Selected Accumulation Unit Data
     5.  General Description of Registrant, Depositor
           and Portfolio Companies......................  The Company and the Separate Account;
                                                            The Funds
     6.  Deductions and Expenses........................  Charges Under Variable Annuity
                                                            Contracts; Surrender
     7.  General Description of Variable Annuity
           Contracts....................................  Transfers Among Investment Options;
                                                            Accumulation Period; Annuity
                                                            Period; Surrender; Other Contract
                                                            Features
     8.  Annuity Period.................................  Annuity Period
     9.  Death Benefit..................................  Accumulation Period; Annuity Period
    10.  Purchase and Contract Value....................  Charges to the Separate Account;
                                                            Accumulation Period
    11.  Redemptions....................................  Surrender; Suspension of Purchase
                                                            Payments
    12.  Taxes..........................................  Federal Tax Matters
    13.  Legal Proceedings..............................  Not Applicable
    14.  Table of Contents of the Statement of
           Additional Information.......................  Contents of Statement of Additional
                                                            Information
</TABLE>
<PAGE>   94
 
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT A
                       INDEPENDENCE PLUS CONTRACT SERIES
 
                                    FORM N-4
                                     UNDER
                         THE SECURITIES ACT OF 1933 AND
                       THE INVESTMENT COMPANY ACT OF 1940
                             ---------------------
 
                             CROSS REFERENCE SHEET
                           (PURSUANT TO RULE 481(A))
 
<TABLE>
<CAPTION>
                        ITEM NO.                                   PROSPECTUS CAPTION
- --------------------------------------------------------  -------------------------------------
<C>      <S>                                              <C>
    15.  Cover Page.....................................  Cover Page
    16.  Table of Contents..............................  Table of Contents
    17.  General Information and History................  General Information
    18.  Services.......................................  Experts; Distribution of Variable
                                                          Annuity Contracts
    19.  Purchase of Securities Being Offered...........  Calculation of Surrender Charge;
                                                            Accumulation Unit Value; Exchange
                                                            Offers
    20.  Underwriters...................................  Distribution of Variable Annuity
                                                            Contracts
    21.  Calculation of Yield Quotations of Money Market
           Subaccounts..................................  Not Applicable
    22.  Annuity Payments...............................  Annuity Payments
    23.  Financial Statements...........................  Financial Statements
</TABLE>
<PAGE>   95
 
- --------------------------------------------------------------------------------
 
SEPARATE ACCOUNT A
Units of Interest Under Group
and Individual Variable Annuity Contracts
Independence Plus Contract Series
   
Prospectus May 1, 1996
    
 
                                     [ART]
<PAGE>   96
 
THE VARIABLE ANNUITY LIFE INSURANCE
COMPANY
UNITS OF INTEREST UNDER
GROUP AND INDIVIDUAL VARIABLE
ANNUITY CONTRACTS
(INDEPENDENCE PLUS CONTRACT SERIES)
SEPARATE ACCOUNT A
 
   
PROSPECTUS                                                      MAY 1, 1996
    
 
The group and individual Variable Annuity Contracts (the "Contracts") offered by
The Variable Annuity Life Insurance Company ("the Company") in connection with
this prospectus are available to the public primarily through participation in
retirement programs which receive favorable tax deferred treatment under Federal
income tax law but include non-qualified contracts as well. The Contracts are
available on a flexible payment deferred, single payment deferred, or single
payment immediate annuity basis. The Independence Plus Contract Series is
composed of Contract forms UIT-585 and UITG-585.
 
The Contracts provide benefits related to the Company's General Account and to
the Divisions of the Company's Separate Account A (the "Separate Account"). The
Divisions of the Separate Account available under the Contracts are invested in
the Stock Index Fund, the MidCap Index Fund, the Small Cap Index Fund, the
International Equities Fund, the Social Awareness Fund, the Timed Opportunity
Fund, the Capital Conservation Fund, the Government Securities Fund, the
International Government Bond Fund and the Money Market Fund, which are separate
portfolios of American General Series Portfolio Company (the "Series Company").
- --------------------------------------------------------------------------------
 
This prospectus provides investors the information they should know before
investing in the Contracts. Investors should read and retain this prospectus for
future reference.
 
   
Additional information, including a Statement of Additional Information dated
May 1, 1996, has been filed with the Securities and Exchange Commission and
contains further information about Separate Account A. The Statement of
Additional Information is incorporated herein by reference. A copy may be
obtained without charge by completing and returning the form at the back of this
prospectus or by calling 1-800-44-VALIC.
    
 
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFER CONTAINED IN THIS PROSPECTUS, AND IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER IN ANY JURISDICTION TO ANY PERSON TO
WHOM SUCH OFFER WOULD BE UNLAWFUL THEREIN.
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
THIS PROSPECTUS IS ACCOMPANIED BY THE CURRENT PROSPECTUS FOR THE FUNDS BEING
CONSIDERED. EACH OF THESE PROSPECTUSES SHOULD BE READ CAREFULLY AND RETAINED FOR
FUTURE REFERENCE.
 
                                        1
<PAGE>   97
 
                      [THIS PAGE INTENTIONALLY LEFT BLANK]
 
                                        2
<PAGE>   98
 
                               TABLE OF CONTENTS
   
<TABLE>
<CAPTION>
                                            Page
                                            ----
<S>                                         <C>
Definitions................................  4
Fee Table..................................  6
Selected Accumulation Unit Data............  8
Introduction...............................  10
The Company and the Separate Account.......  11
The Funds..................................  12
Performance Information....................  13
    Average Annual Total Return with
      Surrender Charge and Maintenance
      Fee Imposed..........................  15
    Average Annual Total Return with No
      Surrender Charge and Maintenance
      Fee Imposed..........................  15
    Cumulative Return......................  16
    Annual and Cumulative Change in
      Accumulation Unit Value..............  17
    Hypothetical $10,000 Account Value
      Invested at Inception of Division....  18
Endorsements and Published Ratings.........  24
Transfers Among Investment Options.........  25
Transfers During the Accumulation Period...  25
    Transfers During the Annuity Period....  25
    Other Requirements.....................  25
Charges Under Variable Annuity Contracts...  27
    Charge for Premium Taxes...............  27
    Charge for Partial and Total
      Surrenders...........................  27
    Charge for Annual Account
      Maintenance..........................  28
    Charge to the Separate Account.........  29
    Miscellaneous..........................  29
    Charge for Income Taxes................  30
Accumulation Period........................  30
    Death Benefits During Accumulation
      Period...............................  31
    Suspension of Purchase Payments........  32
Annuity Period.............................  32
    Fixed or Variable Annuity Payments.....  32
    Annuity Date...........................  33
    Annuity Payment Options................  33
 
<CAPTION>
                                            Page
                                            ----
<S>                                         <C>
    Enhancements Under Annuity Options.....  34
    Death of Annuitant During Annuity
      Period...............................  34
Surrender..................................  34
Other Contract Features....................  35
    Change of Beneficiary..................  35
    Revocation.............................  35
    Reservation of Rights..................  35
    Relationship to Employer's Plan........  36
Federal Tax Matters........................  36
    General................................  36
    Taxes Payable by Participants and
      Annuitants...........................  36
    Section 403(b) Annuities for Employees
      of Certain Tax-Exempt Organizations
      or Public Educational Institutions...  36
    Section 401 Qualified Pension,
      Profit-Sharing or Annuity Plans......  37
    Individual Retirement Annuities........  38
    Simplified Employee Pension Plans......  38
    Section 457 Unfunded Deferred
      Compensation Plans of Public
      Employers and Tax-Exempt
      Organizations........................  39
    Private Employer Unfunded Deferred
      Compensation Plans...................  39
    Non-Qualified Contracts................  39
    Effect of Tax-Deferred Accumulations...  41
    Fund Diversification...................  41
Voting Rights..............................  42
Other Variable Annuity Contracts...........  42
Exchange Offers............................  42
    General................................  42
    Differences Between New and Existing
      Contracts............................  43
    Agents' and Managers' Retirement Plan
      Exchange Offer.......................  45
    Taxes and Conversion Costs.............  46
    Availability of Offer..................  46
Appendix...................................  47
</TABLE>
    
 
                                        3
<PAGE>   99
 
                                  DEFINITIONS
 
     Accumulation Period -- the time between the date of the first Purchase
Payment with respect to an Annuitant and the Annuity Date.
 
     Accumulation Unit ("Unit") -- a unit of interest in a Separate Account
Division which is accumulated in a Variable Subaccount before annuity payments
begin. The value of a Unit will vary with the net investment experience of the
respective Separate Account Division.
 
     Accumulation Value -- the sum of the values of the Fixed Subaccounts and
the Variable Subaccounts allocated to a Participant Account.
 
     Annuitant -- the Participant on whose life annuity payments will be based
under a group Contract; the individual named in the application for whom
Purchase Payments are made and on whose life annuity payments will be based
under an individual Contract. Annuity payments will be paid to the Annuitant. If
the Annuitant dies before the Annuity Date, the Beneficiary may receive
payments.
 
     Annuity Date -- the date elected by a Contract Owner on which annuity
payments start.
 
     Annuity Period -- the time during which annuity payments are made.
 
     Annuity Unit -- a measuring unit used in calculating the amount of annuity
payments. The value of an Annuity Unit for a Variable Subaccount will vary with
the net investment experience of the Separate Account Division selected. The
value will be adjusted according to the Assumed Investment Rate chosen by the
Annuitant.
 
     Assumed Investment Rate -- the rate used to determine the first monthly
annuity payment per thousand dollars of Accumulation Value in the Variable
Subaccount(s). (See the Statement of Additional Information for a description of
the effect of the Assumed Investment Rate on the level of payments.)
 
     Beneficiary -- the person who will receive payments, if any, on the
Annuitant's death.
 
     Contract -- an individual or group variable annuity contract offered by
this prospectus.
 
     Contract Owner -- the employer, or other organization, which makes
application for a group Contract; the Annuitant under an individual Contract
unless otherwise stated in the application.
 
     Fixed Subaccount -- a particular subaccount under a Participant Account
into which net Purchase Payments and Accumulation Value under a fixed annuity
Contract may be allocated during the Accumulation Period. Allocations to the
Fixed Subaccounts are guaranteed to earn interest of at least 4 1/2% per annum.
Reserves for these allocations are held in the Company's General Account.
 
     Fixed Subaccount One (Fixed Account Plus) -- a Fixed Subaccount which is
suitable for those wishing to make more than a short-term commitment to a fixed
return option. Up to 20% of the Accumulation Value under Fixed Account Plus may
be transferred during each Participant Year. VALIC may permit transfers in
excess of this limit by prior written notice to all Contract Owners. (For a more
complete discussion of transfers and the limitations thereon, see "Transfers
Among Investment Options.") The total interest rates paid by the Company from
time to time on amounts deposited in Fixed Account Plus are expected to more
closely resemble the then-current returns available on intermediate-term debt
investments than would be the case with respect to the Short Term Fixed Account.
 
     Fixed Subaccount Two (Short Term Fixed Account) -- a Fixed Subaccount which
is suitable primarily for those wishing to make only a shorter-term commitment
to a fixed return option. After a transfer to Short Term Fixed Account, no
further transfers from Short Term Fixed Account may be made for 90 days. (For a
more complete discussion of transfers and the limitations thereon, see
"Transfers Among Investment Options.")
 
     Fund -- an investment portfolio which is the underlying investment medium
for net Purchase
 
                                        4
<PAGE>   100
 
Payments credited to a Separate Account Division. (For a more complete
description of variable investment options, see "The Funds.")
 
     General Account -- the assets of the Company other than those in the
Separate Account or any other separate account. Reserves for any fixed annuity
are maintained in the General Account.
 
     Home Office -- the main office of the Company at 2929 Allen Parkway,
Houston, Texas 77019.
 
     Participant -- an individual who makes Purchase Payments or for whom
Purchase Payments are made under a group Contract; the Contract Owner under an
individual Contract, usually the Annuitant, unless another person is provided
for in the application.
 
     Participant Account -- an individual account which is established for a
Participant under a group Contract to record the Accumulation Value for the
Participant or, in the case of an individual Contract, the entire Contract.
 
     Participant Year -- a twelve month period starting with the issue date of a
Participant's certificate under a group Contract or the issue date of an
individual Contract and each anniversary of that date.
 
     Purchase Payment -- an amount paid to the Company by, or on behalf of, an
Annuitant.
 
     Separate Account -- the segregated asset account referred to as Separate
Account A. Separate Account A was established by the Company under the Texas
Insurance Code to receive and invest the net Purchase Payments and Accumulation
Value allocated to variable annuity contracts.
 
     Separate Account Divisions ("Divisions") -- subdivisions of the Separate
Account, each of which invests in a different Fund with a particular investment
objective and strategy, and into which the net Purchase Payments and
Accumulation Value under a variable annuity may be applied.
 
     Surrender Value -- the Accumulation Value of a Participant Account less the
surrender charge, if any, which is the amount payable upon surrender of a
Participant Account.
 
     Variable Subaccount -- a particular subaccount under a Participant Account
into which net Purchase Payments and accumulated value under a variable annuity
Contract may be allocated. Amounts in each Variable Subaccount are invested in
one of several Separate Account Divisions. (See "Accumulation Period.")
 
                                        5
<PAGE>   101
 
                                   FEE TABLE
 
<TABLE>
<S>                                                                                                <C>
CONTRACT OWNER/PARTICIPANT TRANSACTION EXPENSES(1)
Surrender Charge (as a % of the lesser of all purchase payments received during the last 60
  months or the amount withdrawn(2).............................................................      5%
ACCOUNT MAINTENANCE FEE (reduces to $15 after first contract year)(2)...........................   $ 20
SEPARATE ACCOUNT ANNUAL EXPENSES (as a % of average account value)
Mortality Risk Fee..............................................................................    .80%
Administrative Expense Fee......................................................................    .20
Total Separate Account Annual Expenses..........................................................   1.00%
</TABLE>
 
SERIES COMPANY ANNUAL EXPENSES (as a % of Fund average net assets)

   
<TABLE>
<CAPTION>
                                                                                                      INTER-
                                                                                                     NATIONAL
                                         SMALL    INTER-    SOCIAL   TIMED    CAPITAL    GOVERN-     GOVERN-
                        STOCK   MIDCAP    CAP    NATIONAL   AWARE-   OPPOR-   CONSER-      MENT        MENT     MONEY
                        INDEX   INDEX    INDEX   EQUITIES    NESS    TUNITY   VATION    SECURITIES     BOND     MARKET
       EXPENSES         FUND     FUND    FUND      FUND      FUND     FUND     FUND        FUND        FUND      FUND
- ----------------------- -----   ------   -----   --------   ------   ------   -------   ----------   --------   ------
<S>                     <C>     <C>      <C>     <C>        <C>      <C>      <C>       <C>          <C>        <C>
Management fees(3).....  .29%     .35%    .35%      .35%      .50%     .50%     .50%        .50%        .50%      .50%
Other expenses(4)......  .09      .09     .09       .10       .08      .08      .08         .08         .09       .07
Company
  Reduction of
  Fund Expenses(5).....  .00      .00     .00       .00       .00      .00      .00         .00         .00       .00
                                                                                        ---- ----
                                                                                             --
                        -----   ---- --  ---- -  ---- ----  ---- --  ---- --  ---- ---               ---- ----
Total Fund Expenses
  (after Reduction)....  .38%     .44%    .44%      .45%      .58%     .58%     .58%        .58%        .59%      .57%
</TABLE>
    
 
Example #1--Assuming surrender at the end of the period shown:
 
Total Expenses:  You would pay the following expenses on a $1,000 investment
under a typical Independence Plus Contract invested in a Separate Account
Division as listed below, assuming a 5% annual return on assets:
 
   
<TABLE>
<CAPTION>
                                                                 1            3            5           10
                                                                YEAR        YEARS        YEARS        YEARS
                                                                ----        -----        -----        -----
<S>                                                             <C>         <C>          <C>          <C>
Stock Index Division.........................................   $ 61        $  96        $ 130        $ 176
MidCap Index Division........................................     62           98          133          182
Small Cap Index Division.....................................     62           98          133          182
International Equities Division..............................     62           98          134          183
Social Awareness Division....................................     63          102          141          197
Timed Opportunity Division...................................     63          102          141          197
Capital Conservation Division................................     63          102          141          197
Government Securities Division...............................     63          102          141          197
International Government Bond Division.......................     64          103          141          199
Money Market Division........................................     63          102          140          196
</TABLE>
    
 
                                        6
<PAGE>   102
 
Example #2--Assuming no surrender at the end of the period shown:
Total Expenses.  You would pay the following expenses on a $1,000 investment
under a typical Independence Plus Contract without a surrender charge imposed,
invested in a Separate Account Division as listed below, assuming a 5% annual
return on assets:
 
   
<TABLE>
<CAPTION>
                                                                 1 YEAR      3 YEARS     5 YEARS     10 YEARS
                                                                 ----        ----        ----        -----
<S>                                                              <C>         <C>         <C>         <C>
Stock Index Division..........................................   $ 15        $ 46        $ 80        $ 176
MidCap Index Division.........................................     16          48          83          182
Small Cap Index Division......................................     16          48          83          182
International Equities Division...............................     16          48          84          183
Social Awareness Division.....................................     17          53          91          197
Timed Opportunity Division....................................     17          53          91          197
Capital Conservation Division.................................     17          53          91          197
Government Securities Division................................     17          53          91          197
International Government Bond Division........................     17          53          91          199
Money Market Division.........................................     17          52          90          196
</TABLE>
    
 
Additional Fee Table Examples are shown in the Appendix to this Prospectus.
- ---------------
 
(1) Premium taxes are not shown here, but may be charged by some states either
    on purchase payments or on amounts annuitized. See "Charge for Premium
    Taxes."
(2) Reductions in the surrender charge and account maintenance fee are available
    if certain conditions are met. See "Appendix." The surrender charge will
    disappear after the 15th Participant Year or after the 7th Participant Year
    for an individual aged 59 1/2 years. There will be no surrender charge
    incurred if no purchase payments were received during the 60 months
    immediately prior to the date of surrender. No annual account maintenance
    fee will be assessed during the Annuity Period. The first partial surrender
    per Participant Year of 10% or less of Accumulation Value with respect to a
    Participant Account will not be subject to a surrender charge. See "Charge
    for Total and Partial Surrenders" and "Charge for Annual Account
    Maintenance".
(3) The annual management fees for the MidCap Index Fund, Stock Index Fund,
    Small Cap Index Fund and International Equities Fund are based on each
    Fund's average daily net asset value at the following rates: .35% of the
    first $500 million and .25% on the excess over $500 million. The annual
    management fees for Social Awareness Fund, Timed Opportunity Fund, Capital
    Conservation Fund, Government Securities Fund, International Government Bond
    Fund and Money Market Fund are flat rates as shown regardless of the amount
    of Fund assets.
(4) Includes custody, accounting, reports to shareholders, audit, legal, and
    other miscellaneous expenses.
(5) To the extent that any of the Series Company Funds accrued expenses for a
    given month exceed on an annualized basis 2% of estimated average daily net
    assets, calculated on a monthly basis, the Company has voluntarily
    undertaken to reduce expenses of any such Fund, in an amount equal to the
    difference between such accrued expenses and 2% of the Fund's average daily
    net assets for that month. The Company may withdraw this voluntary
    undertaking upon 30 days' written notice to the Series Company.
 
Note: These examples should not be considered representations of past or future
expenses for the Separate Account or for any Fund. Actual expenses may be
greater or less than those shown above. Similarly, the 5% annual rate of return
assumed in the examples is not an estimate or guarantee of future investment
performance. The purpose of the Fee Table above is to help Contract Owners and
Participants understand the various expenses of the Separate Account and the
Funds which are, in effect, passed on to the Contract Owners and Participants.
This Fee Table, including the examples above, shows all charges and expenses
which are deducted from purchase payments, from the assets of the Separate
Account and from the Funds in which the Separate Account invests. For a further
description of these charges and expenses, see "Charges Under Variable Annuity
Contracts" in this prospectus and "Investment Adviser" in the Series Company
prospectus. Any and all limitations on total charges and expenses are reflected
in this Fee Table.
 
                                        7
<PAGE>   103
 
                        SELECTED ACCUMULATION UNIT DATA
 
   
<TABLE>
<CAPTION>
                                                                                 STOCK                MIDCAP
                                                                                 INDEX                INDEX
                                                                              DIVISION 10(2)       DIVISION 4(1)
                                                                              ------------         ------------
<S>                                                                           <C>                  <C>
December 31, 1995
  Accumulation Units in Force..............................................    455,255,243          172,613,690
  Accumulation Unit Value..................................................      $2.343900            $2.782677
December 31, 1994
  Accumulation Units in Force..............................................    416,234,288          171,442,018
  Accumulation Unit Value..................................................      $1.724134            $2.153183
December 31, 1993
  Accumulation Units in Force..............................................    369,550,060          134,621,879
  Accumulation Unit Value..................................................      $1.729327            $2.259378
December 31, 1992
  Accumulation Units in Force..............................................    283,808,045           81,007,871
  Accumulation Unit Value..................................................      $1.589718            $2.021271
May 1, 1992
  Accumulation Unit Value(3)...............................................             --                   --
December 31, 1991
  Accumulation Units in Force..............................................     90,526,907           49,106,844
  Accumulation Unit Value..................................................      $1.505641            $1.858030
October 1, 1991
  Accumulation Unit Value(3)...............................................             --                   --
December 31, 1990
  Accumulation Units in Force..............................................     46,016,297           42,958,640
  Accumulation Unit Value..................................................      $1.179000            $1.538017
December 31, 1989
  Accumulation Units in Force..............................................     22,325,990           40,618,028
  Accumulation Unit Value..................................................      $1.238782            $1.712671
October 2, 1989
  Accumulation Unit Value(3)...............................................             --                   --
December 31, 1988
  Accumulation Units in Force..............................................      9,213,178           38,747,706
  Accumulation Unit Value..................................................       $.968670            $1.450217
December 31, 1987
  Accumulation Units in Force..............................................      4,326,102           35,297,367
  Accumulation Unit Value..................................................      $0.856238            $1.282662
April 20, 1987
  Accumulation Unit Value(3)...............................................      $1.000000                   --
December 31, 1986
  Accumulation Units in Force..............................................             --           28,360,188
  Accumulation Unit Value..................................................             --            $1.351553
January 16, 1986
  Accumulation Unit Value(3)...............................................             --                   --
December 31, 1985
  Accumulation Units in Force..............................................             --           21,817,139
  Accumulation Unit Value..................................................             --            $1.319494
</TABLE>
    
 
- ---------------
 
(1) Effective October 1, 1991, the Fund underlying this Division changed its
    name from the Capital Accumulation Fund to the MidCap Index Fund and amended
    its investment objective, investment program and investment restrictions
    accordingly. Historical Accumulation Unit values prior to October 1, 1991
    reflect investment experience prior to these changes.
(2) Effective with the merger of Quality Growth Fund into Stock Index Fund on
    May 1, 1992, Quality Growth Division 9 was merged into Stock Index Division
    10. The merger of Divisions was accomplished by an exchange of units of
    Quality Growth Division 9 for units of Stock Index Division 10 of equivalent
    value as calculated at the close of business on April 30, 1992.
(3) Accumulation Unit Value At Date Of Inception.
 
   
     The information presented reflects the Accumulation Unit Information
through December 31, 1995 for Divisions of the Separate Account available under
these Contracts.
    
 
                                        8
<PAGE>   104
 
   
<TABLE>
<CAPTION>
                    INTER-           SOCIAL                                                           INTERNATIONAL
 SMALL CAP         NATIONAL          AWARE-           TIMED           CAPITAL         GOVERNMENT       GOVERNMENT         MONEY
   INDEX           EQUITIES           NESS         OPPORTUNITY      CONSERVATION      SECURITIES          BOND            MARKET
DIVISION 14      DIVISION 11      DIVISION 12       DIVISION 5       DIVISION 7       DIVISION 8      DIVISION 13       DIVISION 6
- ------------     ------------     ------------     ------------     ------------     ------------     ------------     ------------
<S>              <C>              <C>              <C>              <C>              <C>              <C>              <C>
  98,335,995      172,564,018       32,750,120       75,851,431       29,573,808       39,847,053       73,369,250       51,907,757
   $1.544896        $1.156454        $1.835102        $2.411022        $1.812011        $1.799475        $1.530780        $1.545802
 100,383,839      187,749,916       29,015,764       89,377,860       26,859,219       26,667,073       25,691,713       75,765,781
   $1.222329        $1.054460        $1.333899        $1.951533        $1.515278        $1.547150        $1.301357        $1.479129
  56,159,647      117,215,227       26,230,566       93,899,802       24,628,606       26,563,166       18,155,381       24,799,810
   $1.277199        $0.986387        $1.366979        $1.997266        $1.630069        $1.636228        $1.258340        $1.439327
   9,723,477       52,524,165       16,956,437       80,637,090       14,922,749       16,609,444        6,245,713       23,414,474
   $1.112790        $0.767135        $1.279516        $1.846025        $1.470167        $1.491537        $1.112826        $1.415690
   $1.000000               --               --               --               --               --               --               --
          --       27,011,169        8,447,711       76,624,765       11,069,044       11,694,890          953,038       25,545,494
          --        $0.895250        $1.250634        $1.878219        $1.366905        $1.405236        $1.090499        $1.384882
          --               --               --               --               --               --        $1.000000               --
          --       13,776,769        2,947,418       72,284,139        9,321,049        8,460,327               --       25,246,481
          --        $0.813423        $0.987666        $1.563444        $1.178361        $1.237104               --        $1.325393
          --        2,247,450          212,636       68,361,149        7,502,717        5,556,464               --       15,949,534
          --        $1.028405        $1.010003        $1.618165        $1.193583        $1.179231               --        $1.240599
          --        $1.000000        $1.000000               --               --               --               --               --
          --               --               --       65,817,325        3,996,455        3,408,919               --        9,429,191
          --               --               --        $1.397280        $1.078919        $1.062082               --        $1.149516
          --               --               --       59,631,901        2,343,021        2,074,588               --        4,121,853
          --               --               --        $1.286227        $1.018629        $1.011978               --        $1.087299
          --               --               --               --               --               --               --               --
          --               --               --       41,290,244        1,153,481        1,163,907               --          914,106
          --               --               --        $1.198662        $1.047718        $1.046062               --        $1.040484
          --               --               --               --        $1.000000        $1.000000               --        $1.000000
          --               --               --       30,770,485               --               --               --               --
          --               --               --        $1.100420               --               --               --               --
</TABLE>
    
 
     Financial statements of the Separate Account are included in the Statement
of Additional Information, which is available upon request. Accumulation units
shown are for an Accumulation Unit outstanding throughout the year under a
representative contract of the type invested in each column shown. The unit
value of each Division of the Separate Account will not be the same on any given
day as the net asset value per share of the underlying Fund of American General
Series Portfolio Company in which that Division invests. This is because each
unit value consists of the underlying share's net asset value minus the charges
to the Separate Account. In addition, dividends declared by the underlying Fund
are reinvested by the Division in additional shares. These distributions have
the effect of reducing the value of each share of the Fund and increasing the
number of Fund shares outstanding. However, the total cash value in the Separate
Account does not change as a result of such distribution.
 
                                        9
<PAGE>   105
 
                                  INTRODUCTION
 
THIS PROSPECTUS DESCRIBES BOTH GROUP AND INDIVIDUAL CONTRACTS THROUGH WHICH
UNITS OF INTEREST IN THE COMPANY'S SEPARATE ACCOUNT A ARE OFFERED. BOTH GROUP
AND INDIVIDUAL CONTRACTS ARE COMBINATION FIXED/VARIABLE CONTRACTS OFFERING
VARIABLE OR FIXED ACCUMULATIONS AND VARIABLE OR FIXED BENEFITS OR A COMBINATION
OF BOTH. THIS PROSPECTUS DESCRIBES ONLY THE VARIABLE ASPECTS OF THE CONTRACTS,
EXCEPT WHERE FIXED ASPECTS ARE SPECIFICALLY MENTIONED.
 
     The Contracts are designed to provide individuals with retirement benefits
through the accumulation of net Purchase Payments on a fixed or variable basis,
and by the application of such accumulations to provide fixed or variable
annuity payments. The purpose of variable accumulations and annuity payments is
to provide returns to investors which offset or exceed the effects of inflation.
There is, however, no guarantee that this objective will in fact be achieved.
Certain Fund options are indexed funds, a popular approach to investing among
individuals saving for retirement.
 
     The Funds. Ten Separate Account Divisions investing in separate portfolios
(the "Funds") of American General Series Portfolio Company are available under
the Contracts in addition to the Company's General Account. The ten Funds
underlying the available Separate Account Divisions are Stock Index Fund, MidCap
Index Fund, Small Cap Index Fund, International Equities Fund, Social Awareness
Fund, Timed Opportunity Fund, Capital Conservation Fund, Government Securities
Fund, International Government Bond Fund and Money Market Fund.
 
     Accumulation of Purchase Payments. Prior to retirement, the Participant
pursues various investment options on a variable or fixed basis by directing net
Purchase Payments to various Variable or Fixed Subaccounts. Variable investments
are accomplished by allocating or transferring amounts to Variable Subaccounts.
Fixed investments are accomplished by allocating or transferring amounts to
Fixed Subaccounts. Amounts in each of the ten Variable Subaccounts are invested
in a corresponding Separate Account Division which invests, in turn, in an
underlying Fund. As the value of the investment in the Funds increases or
decreases, the value of the Variable Subaccounts accumulations will increase or
decrease. The value of such accumulations is subject to deduction for charges
summarized below. Amounts in each of the two Fixed Subaccounts earn various
rates of interest, with the minimum being the guaranteed rate. The Participant
may pursue up to seven investment options at any one time by allocating and/or
accumulating amounts in up to seven of the twelve available subaccounts. (For
information as to how the Contracts may be purchased, and certain minimums that
apply to Purchase Payments and Accumulation Values, see "Accumulation Period.")
Owners of individual Contracts may exercise a 10-day revocation right (in some
states this may be a 20-day revocation right). (See "Revocation.")
 
     Surrenders. The Participant may, subject to applicable law and the terms of
the employer's plan, make a total or partial surrender at any time during the
Accumulation Period by giving a written request to the Company. (See "Surrender"
and "Federal Tax Matters.") An individual Contract must be returned to the
Company before a total surrender can be effected. A surrender charge may be
assessed.
 
     Surrender Charge. A surrender charge of up to 5% of Purchase Payments
received during the most recent 60 months may be assessed for a partial or total
surrender. The surrender charge is designed to help defray sales and
distribution expenses incurred by the Company. The Company intends to decrease
or eliminate the surrender charge applicable to a particular Contract if it
estimates that its sales expenses will be lower. (See "Charge for Partial and
Total Surrenders.")
 
     Fixed and Variable Annuity Payments. On the Annuity Date, the Accumulation
Value, at the Annuitant's option, may be applied to purchase any combination of
fixed and/or variable annuities, subject to the Company's minimum annuity
payment and other requirements for any one annuity form. (See "Fixed or Variable
Annuity Payments" and "Annuity Payment Options.") Up to seven Divisions, or six
Divisions if a fixed annuity is also selected, may be utilized to provide
annuity payments.
 
     Transfers. During the Accumulation Period, all or part of the Accumulation
Value may be transferred among variable investment options or
 
                                       10
<PAGE>   106
 
from variable investment options to fixed investment options. Transfers may be
made from fixed investment options subject to certain conditions. (See
"Transfers Among Investment Options.")
 
     During the Annuity Period, an Annuitant may also transfer amounts among the
variable investment options underlying a variable annuity, or all or part of
amounts underlying a variable annuity to provide a fixed annuity, once every 365
days. Transfers of amounts providing a fixed annuity may not be made to provide
a variable annuity during the Annuity Period.
 
     Transfers are not subject to any charge. (See "Transfers Among Investment
Options" for additional conditions and limitations regarding transfers.) The
transfer privilege may be suspended or terminated at any time.
 
     Other Charges. An annual account maintenance charge, which is currently $20
for the first Participant Year and $15 per Participant Year thereafter during
the Accumulation Period, is due in quarterly installments beginning the first
day of the calendar quarter following the first date a Purchase Payment is
credited to the Participant Account; however, it is not deducted until the last
day of the calendar quarter in which it is due. A full quarterly charge will be
assessed if the Participant Account is surrendered during a calendar quarter.
This charge will reduce the Surrender Value of the Participant Account. This
charge contributes to offsetting the cost of administrative expenses with
respect to each Contract and may be increased or decreased. Contract Owners will
be sent notice of any increase or decrease in this charge. No annual account
maintenance charge will be assessed during the Annuity Period.
 
     The Company intends to decrease or eliminate the annual account maintenance
charge applicable to a particular Contract if it estimates that its
administrative expenses will be lower. (See "Charge for Annual Account
Maintenance.")
 
     A daily fee is charged at the annual rate of 1% of the average daily net
asset value allocable to the Variable Subaccounts. This charge is imposed for
certain additional expenses and for assumption by the Company of certain
mortality risks. Additionally, in certain states a deduction for premium tax is
made. (See "Charge to the Separate Account" and "Charge for Premium Taxes.")
 
     A daily charge, based on a percentage of average daily net assets, is paid
by each Fund to its investment adviser for investment management. These charges,
and other Fund charges and expenses more fully described in the prospectuses for
the Funds and summarized in the preceding Fee Table, are borne indirectly by the
Contract Owners.
 
THE COMPANY AND THE
SEPARATE ACCOUNT
 
     The Company is a stock life insurance company organized under the laws of
the State of Texas as the successor to Variable Annuity Life Insurance Company
of America, a District of Columbia life insurance company organized in 1955. The
Company is engaged primarily in the offering and issuance of fixed and variable
retirement annuity contracts and combinations thereof. The Company's executive
office is located at 2929 Allen Parkway, Houston, Texas 77019; its mailing
address is P.O. Box 3206, Houston, Texas 77253.
 
     The Company is an indirect wholly-owned subsidiary of American General
Corporation. However, the assets of American General Corporation do not support
the obligations of the Company under the Contracts. Members of the American
General Corporation group of companies operate in each of the 50 states and
Canada, and collectively are engaged in substantially all forms of financial
services, with activities heavily weighted toward insurance.
 
     On April 18, 1979, the Board of Directors of the Company established the
Separate Account in accordance with the Texas Insurance Code. The Separate
Account is registered with the U.S. Securities and Exchange Commission as a unit
investment trust under the Investment Company Act of 1940 (the "1940 Act").
Units of interest in the Separate Account under the Contracts are registered as
securities under the Securities Act of 1933 (the "1933 Act"). Under the Texas
Insurance Code and the Contracts, the assets of the Separate Account will not be
chargeable with liabilities arising out of any other business which the Company
may conduct, but will be held exclusively for the benefit of the Contract
Owners, Participants, Annuitants, and the Beneficiaries of the Contracts.
 
                                       11
<PAGE>   107
 
     Each Division of the Separate Account is administered and accounted for as
part of the general business of the Company, however, the income, capital gains,
or capital losses of each Division of the Separate Account are credited to or
charged against the assets held in that Division in accordance with the terms of
each Contract without regard to the income, capital gains, or capital losses of
any other Division or arising out of any other business the Company may conduct.
 
     Each Division of the Separate Account available under the Contracts will
invest in the shares of a specific Fund. The Separate Account currently is made
up of eighteen Divisions, ten of which are available as variable investment
options under the Contracts to receive net Purchase Payments (Divisions Four,
Five, Six, Seven, Eight, Ten, Eleven, Twelve, Thirteen and Fourteen). All of the
investment portfolios underlying these Divisions are also available under other
variable annuity contracts issued by the Company. (For a description of the
Divisions available under the Contracts and the specific Fund in which each
respective Division invests, see "The Funds.")
 
     The above listed Funds are one of thirteen investment portfolios of
American General Series Portfolio Company (the "Series Company"), a diversified,
open-end, management investment company registered under the 1940 Act.
 
THE FUNDS
 
     The Company serves as the investment adviser to American General Series
Portfolio Company (the "Series Company"), ten of whose investment portfolios
(the "Funds") act as investment media for Divisions Four, Five, Six, Seven,
Eight, Ten, Eleven, Twelve, Thirteen and Fourteen of the Separate Account.
Certain Funds act as investment media for other variable annuity contracts
issued by the Company and not offered pursuant to this prospectus. Also, certain
of the Funds act as investment media for variable annuity contracts issued by
affiliates of the Company. Each investment portfolio is, in effect, a separate
"fund" for which the Series Company issues a separate series (class) of stock.
 
     A brief summary of the investment objectives of each Fund appears below.
For more complete information about these Funds, including charges and expenses,
refer to your American General Series Portfolio Company prospectus, additional
copies of which are available from The Variable Annuity Marketing Company, P.O.
Box 3206, Houston, Texas 77253 or contact any Regional Office at 1-800-44-VALIC
or at the address shown on the inside back cover of this prospectus. Read the
prospectus carefully before you invest or send money.
 
   
     STOCK INDEX FUND (DIVISION TEN). This Fund seeks long-term capital growth
through investment in common stocks that, as a group, are expected to provide
investment results closely corresponding to the performance of the S&P 500(R)
Index.
    
 
     MIDCAP INDEX FUND (DIVISION FOUR). This Fund seeks to provide growth of
capital through investments primarily in a diversified portfolio of common
stocks that, as a group, are expected to provide investment results closely
corresponding to the performance of the Standard & Poor's(R) Corporation
(S&P(R)) MidCap 400 Index. Effective October 1, 1991, the Capital Accumulation
Fund changed its name to the MidCap Index Fund and revised its investment
objective, investment program and investment restrictions accordingly, pursuant
to contract owner vote.
 
   
     SMALL CAP INDEX FUND (DIVISION FOURTEEN). This Fund seeks to provide growth
of capital through investments primarily in a diversified portfolio of common
stocks that, as a group, are expected to provide investment results closely
corresponding to the performance of the Russell 2000(R)** Index.
    
 
     INTERNATIONAL EQUITIES FUND (DIVISION ELEVEN). The Fund seeks to provide
long-term growth of capital through investments primarily in a diversified
portfolio of equity and equity related securities of foreign issuers that, as a
group, are
 
- ---------------
 
 * "Standard & Poor's(R)", "S&P(R)", "S&P 500(R)" and "S&P MidCap 400 Index" are
   trademarks of Standard and Poor's Corporation. Neither the MidCap Index Fund
   nor the Stock Index Fund is sponsored, endorsed, sold or promoted by S&P and
   S&P makes no representation regarding the advisability of investing in these
   Funds.
 
** The Russell 2000 Index is a trademark/service mark of the Frank Russell
   Company. RussellTM is a trademark of the Frank Russell Company.
 
                                       12
<PAGE>   108
 
expected to provide investment results closely corresponding to the performance
of the Morgan Stanley Capital International Europe, Australia and Far East Index
("EAFE Index").
 
     SOCIAL AWARENESS FUND (DIVISION TWELVE). This Fund seeks growth of capital
through investment, primarily in common stocks, in companies which meet the
social criteria established for the Fund.
 
   
     TIMED OPPORTUNITY FUND (DIVISION FIVE). This Fund seeks maximum aggregate
rate of return over the long-term through controlled investment risk by
adjusting its investment mix among stocks, long-term debt securities and
short-term money market securities.
    
 
   
     CAPITAL CONSERVATION FUND (DIVISION SEVEN). This Fund seeks the highest
possible total return consistent with preservation of capital through current
income and capital gains on investments in intermediate and long-term debt
instruments and other income producing securities.
    
 
   
     GOVERNMENT SECURITIES FUND (DIVISION EIGHT). This Fund seeks high current
income and protection of capital through investments in intermediate and
long-term U.S. Government debt securities.
    
 
     INTERNATIONAL GOVERNMENT BOND FUND
(DIVISION THIRTEEN). This Fund seeks high current income through investments
primarily in high quality debt securities issued or guaranteed by foreign
governments.
 
   
     MONEY MARKET FUND (DIVISION SIX). This Fund seeks liquidity, protection of
capital and current income through investments in short-term money market
instruments. Shares of the Money Market Fund are neither insured nor guaranteed
by the U.S. Government. There is no assurance that this Fund will be able to
maintain a stable net asset value of $1.00 per share.
    
 
PERFORMANCE INFORMATION
 
     The Separate Account may from time to time advertise certain performance
information concerning its various Divisions. The Separate Account and certain
Divisions have been offering contracts for periods prior to the commencement of
the offering of the Contracts described in this Prospectus. The performance
information is based on historical results and is not intended to indicate past
performance under an actual Contract or future performance. Each Division may
also, from time to time, advertise its performance relative to certain
performance rankings and indices compiled by independent organizations. More
detailed information as to the calculation of performance information, as well
as comparisons with unmanaged market indices, appears in the Statement of
Additional Information.
 
     Each Division may advertise total return performance information for
various periods of time. Total return performance information is based on the
overall dollar or percentage change in value of a hypothetical investment in the
specific Division over a given period of time. In general, a Division's total
return reflects the overall change in value of the Division from the beginning
of the relevant period to the end of that period.
 
     Average annual total return information shows the average percentage change
in the value of an investment in the Division from the beginning date of the
measuring period to the end of that period. This standardized version of average
annual total return reflects all historical investment results, less all charges
and deductions applied against the Division (including any maintenance charge
and surrender charge that would apply if a Contract Owner terminated the
Contract at the end of each period indicated, but excluding any deductions for
premium taxes). The rate is computed for each Division comparing an initial
hypothetical investment of $1,000 in the Division to the redeemable value of
that investment at the end of specifically identified 1, 3, 5 and 10 year
periods. In order to calculate average annual total return, the Company divides
the value of a Division under a Contract terminated on a particular date by a
hypothetical $1,000 investment in the Division made by the Contract Owner at the
beginning of the period illustrated. The resulting total growth rate for the
period is then annualized to obtain the average annual percentage increase (or
decrease) during the period. Annualization assumes that the application of a
single rate of return each year during the period will produce the ending value,
taking into account the effect of compounding.
 
     The Divisions may advertise total return performance information computed
on different bases. First, the Divisions may present total return
 
                                       13
<PAGE>   109
 
as described above, except deductions will not include the surrender charge or
the maintenance charge. (The Company refers to this presentation as "Cumulative
Return.") This presentation assumes that the investment in the Contract persists
beyond the period when the surrender charge applies, consistent with the
long-term investment and retirement objectives of the Contract. This
presentation may assume 1, 3, 5 and 10 year periods and is based on a
hypothetical $10,000 initial investment.
 
     Second, the Divisions may present a nonstandardized average annual total
return that reflects all historical investment results without deduction for
surrender charges, premium taxes or account maintenance charges. The rate for
the nonstandardized version of average annual total return is otherwise computed
for each Division in the same manner as stated above for the standardized
version of average annual total return.
 
     Third, the Divisions may also advertise total return performance
information computed on different bases. For example, the Divisions may present
cumulative total return information computed on the same basis as described
above for total return performance information, except deductions will not
include the surrender charge. (The Company refers to this presentation as
"Cumulative Return.") This presentation assumes that the investment in the
Contract persists beyond the period when the Surrender Charge applies,
consistent with the long-term investment and retirement objectives of the
Contract. This presentation may assume 1, 3, 5 and 10 year periods and is based
on a hypothetical $10,000 initial investment.
 
     Fourth, the Divisions may present total return information calculated by
subtracting a Division's Accumulation Unit value at the beginning of a year from
the Accumulation Unit value of that Division at the end of the year and dividing
the difference by the Accumulation Unit value at the beginning of the year. (The
Company refers to this presentation as "Annual Change in Accumulation Unit
Value.") This computation results in a total growth rate for the period which
the Company annualizes (as described above) in order to obtain the average
annual percentage change in the Accumulation Unit value for that period.
Surrender charges, premium taxes, and maintenance charges are not deducted from
the Accumulation Unit values. These charges, if applicable, are imposed by the
cancellation of Accumulation Units attributable to an individual Contract
Owner's account. The effect of these charges is to reduce total return to the
Contract Owner.
 
     Fifth, the Divisions may present aggregate total return figures for various
periods, reflecting the cumulative change in value of an investment in the
Division for the specified period. This calculation is the same as that for the
Annual Change in Accumulation Unit Value but is based on the Accumulation Unit
value at the beginning and end of a period of years in excess of one year. (The
Company refers to this presentation as "Cumulative Change in Accumulation Unit
Value.")
 
     Sixth, the Divisions may present total return information based on
different amounts of periodic investments into the Division. For example the
Division may present total return information based on a $100 a month investment
for a specified period into the Division.
 
     Finally, the Divisions may present a hypothetical example that applies the
Annual Change in Accumulation Unit Value to an initial investment of $10,000.
(The Company refers to this presentation as "Hypothetical $10,000 Account
Value.")
 
     Each Division other than the Money Market Division may advertise
standardized yield performance in addition to total return information. A
Division's yield is one way of showing the rate of income the Division earns as
a percentage of the value of the Division's Accumulation Units. The yield of
each Division is computed by dividing the average daily net investment income
per Accumulation Unit of the Division earned during a specifically identified
30-day base period, less a maintenance charge, by the Accumulation Unit value on
the last day of the period, and annualizing that result. This calculation takes
into account the average daily number of Accumulation Units outstanding during
the period. The yield of each Division reflects the deduction of all charges,
expenses and fees applicable against the Division, but does not take into
account the surrender charge and premium taxes.
 
     The Money Market Division may advertise current yield and effective yield
performance information. The yield of the Money Market Division refers to the
income generated by an investment
 
                                       14
<PAGE>   110
 
   
in the Money Market Division over a specifically identified 7-day period. (The
yield does not take into account the surrender charge, the maintenance charge or
premium taxes.) This income is annualized by assuming that the amount of income
generated by the investment during that week is generated each week over a
52-week period and is shown as a percentage of the investment. The 7 day current
yield for the seven days ended December 31, 1995 was 4.15%. The effective yield
of the Money Market Division is calculated in a similar manner but, when
annualizing such yield, income earned by the Money Market Division is assumed to
be reinvested. This compounding effect will cause effective yield to be higher
than current yield. The 7 day effective yield for the seven days ended December
31, 1995 was 4.24%.
    
 
     Certain performance data related to each Division is printed in the tables
below. (See "Performance Calculation" in the Statement of Additional Information
for certain other performance data.)
 
     The information presented does not reflect the advantage under the
Contracts of deferring Federal income tax on increases in Account Value due to
earnings attributable to Purchase Payments. (See "Federal Tax Matters -- Effect
of Tax Deferred Accumulation.") The information presented also does not reflect
the advantage under Qualified Contracts of deferring federal income tax on
Purchase Payment Contributions (See "Federal Tax Matters -- Effect of Tax
Deferred Accumulation.")
 
     The performance results shown in this section are not an estimate or
guarantee of future investment performance, and do not represent the actual
experience of amounts invested by a particular Participant.
 
                          AVERAGE ANNUAL TOTAL RETURN
               WITH SURRENDER CHARGE AND MAINTENANCE FEE IMPOSED
                      (FOR PERIOD ENDED DECEMBER 31, 1995)
 
   
<TABLE>
<CAPTION>
        NO.
     OF YEARS       DIV 4      DIV 5      DIV 6      DIV 7      DIV 8      DIV 10     DIV 11     DIV 12     DIV 13     DIV 14
- ------------------- ------     ------     ------     ------     ------     ------     ------     ------     ------     ------
<S>                 <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
 1 Year............  24.03%    18.35%      (0.36)%   14.39%     11.12%     30.73%       4.57%    32.35%     12.44%     21.19%
 3 Years...........   9.73       7.75       1.27       5.60       4.82      12.36      13.23      11.30       9.70      10.05
 5 Years...........  11.84       8.19       2.09       8.12       6.89      13.99       6.38      12.42         --         --
10 Years...........   7.63       8.02         --         --         --         --         --         --         --         --
 Since
  Inception*.......   7.94       7.26       4.33       6.01       5.94      10.14       2.22      10.06       9.52      11.42
</TABLE>
    
 
                          AVERAGE ANNUAL TOTAL RETURN
              WITH NO SURRENDER CHARGE AND MAINTENANCE FEE IMPOSED
                      (FOR PERIOD ENDED DECEMBER 31, 1995)
 
   
<TABLE>
<CAPTION>
        NO.
     OF YEARS       DIV 4      DIV 5      DIV 6      DIV 7      DIV 8      DIV 10     DIV 11     DIV 12     DIV 13     DIV 14
- ------------------- ------     ------     ------     ------     ------     ------     ------     ------     ------     ------
<S>                 <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
 1 Year............ 29.24%     23.55%       4.51%    19.58%     16.31%     35.95%       9.67%    37.57%      17.63%    26.39%
 3 Years...........  11.24       9.31       2.97       7.22       6.46      13.82      14.66      12.77      11.21      11.56
 5 Years...........  12.59       9.04       3.12       8.98       7.78      14.72       7.29      13.18         --         --
10 Years...........   7.75       8.15         --         --         --         --         --         --         --         --
 Since
  Inception*.......   8.04       7.40       4.47       6.15       6.07      10.28       2.35      10.20      10.52      12.58
</TABLE>
    
 
- ---------------
 
* Division Four was initiated on October 13, 1982. Effective October 1, 1991 the
  Capital Accumulation Fund changed its name to the MidCap Index Fund and
  revised its investment objective, investment program and investment
  restrictions accordingly, pursuant to contract owner vote. Division Five was
  initiated on September 6, 1983. Divisions Six, Seven and Eight were initiated
  on January 16, 1986. Division Ten was initiated on April 20, 1987. Divisions
  Eleven and Twelve were initiated on October 2, 1989. Division Thirteen was
  initiated on October 1, 1991. Division Fourteen was initiated on May 1, 1992.
 
                                       15
<PAGE>   111
 
                               CUMULATIVE RETURN
   
                        (PERIOD ENDED DECEMBER 31, 1995)
    
 
   
<TABLE>
<CAPTION>
                                                 SINCE        10          5          3
                   DIVISION                     INCEPTION*   YEARS      YEARS      YEARS      1 YEAR
- ----------------------------------------------- -------     -------     ------     ------     ------
<S>                                             <C>         <C>         <C>        <C>        <C>
Stock Index Fund (Division 10).................  134.39%         --      98.80%     47.44%    35.95%
MidCap Index Fund (Division 4)
  Period from 10/01/91 through 12/31/95........   67.18          --         --      37.67      29.24
  Period from 10/13/82 through 12/31/95........  178.27      110.89%     80.93      37.67      29.24
Small Cap Index Fund (Division 14).............   54.49          --         --      38.83      26.39
International Equities Fund (Division 11)......   15.65          --      42.17      50.75       9.67
Social Awareness Fund (Division 12)............   83.51          --      85.80      43.42      37.57
Timed Opportunity Fund (Division 5)............  141.10      119.10      54.21      30.61      23.55
Capital Conservation Fund (Division 7).........   81.20          --      53.77      23.25      19.58
Government Securities Fund (Division 8)........   79.95          --      45.46      20.65      16.31
International Government Bond Fund (Division
  13)..........................................   53.08          --         --      37.56      17.63
Money Market Fund (Division 6).................   54.58          --      16.63       9.19       4.51
</TABLE>
    
 
- ---------------
 
* See footnote for Average Annual Total Return for the inception date of each
  Division.
 
                                       16
<PAGE>   112
 
            ANNUAL AND CUMULATIVE CHANGE IN ACCUMULATION UNIT VALUE
 
   
<TABLE>
<CAPTION>
                                                                                                                INTER-
                                      SMALL      INTER-                                                         NATIONAL
                STOCK     MIDCAP       CAP       NATIONAL    SOCIAL      TIMED       CAPITAL       GOVERNMENT   GOVERNMENT  MONEY
                INDEX      INDEX      INDEX      EQUITIES    AWARENESS  OPPORTUNITY  CONSERVATION  SECURITIES   BOND        MARKET
               DIVISION   DIVISION    DIVISION   DIVISION    DIVISION   DIVISION     DIVISION      DIVISION     DIVISION    DIVISION
               10(1)      4(2)        14(3)      11(4)       12(4)      5(5)         7(6)          8(6)         13(7)       6(6)
              -------     -------    ------     -------     ------     -------      ------       ------        ------      ------
<S>           <C>         <C>        <C>        <C>        <C>         <C>          <C>          <C>           <C>         <C>
ANNUAL
CHANGE
Year
Ended:
12/31/95...     35.95%     29.24%     26.39%       9.67%     37.57%       23.55%      19.58%       16.31%       17.63%        4.51%
12/31/94...     (0.30)     (4.70)     (4.30)       6.90      (2.42)       (2.29)      (7.04)       (5.44)        3.42         2.77
12/31/93...      8.78      11.78      14.77       28.58       6.84         8.19       10.88         9.70        13.08         1.67
12/31/92...      5.58       8.79      11.28      (14.31)      2.31        (1.71)       7.55         6.14         2.05         2.22
12/31/91...     27.70      20.81         --       10.06      26.63        20.13       16.00        13.59         9.05         4.49
12/31/90...     (4.83)    (10.20)        --      (20.90)     (2.21)       (3.38)      (1.28)        4.91           --         6.83
12/31/89...     27.88      18.10         --        2.84       1.00        15.81       10.63        11.03           --         7.92
12/31/88...     13.13      13.06         --          --         --         8.63        5.92         4.95           --         5.72
12/31/87...    (14.38)     (5.10)        --          --         --         7.31       (2.78)       (3.26)          --         4.50
12/31/86...      --        2.43          --          --                    8.93        4.77         4.61           --         4.05
CUMULATIVE
  CHANGE
For
each
period
  end
  since
  12/31/85
12/31/95...    134.39%    110.89%     54.49%      15.65%     83.51%      119.10%      81.20%       79.95%       53.08%       54.58%
12/31/94...     72.41      63.18      22.23        5.45      33.39        77.34       51.53        54.72        30.14        47.91
12/31/93...     72.93      71.23      27.72       (1.36)     36.70        81.50       63.01        63.62        25.83        43.93
12/31/92...     58.97      53.19      11.28      (23.29)     27.95        67.76       47.02        49.15        11.28        41.57
12/31/91...     50.56      40.81         --      (10.48)     25.06        70.68       36.69        40.52         9.05        38.49
12/31/90...     17.90     16.56          --      (18.66)     (1.23)       42.08       17.84        23.71           --        32.54
12/31/89...     23.88     29.80          --        2.84       1.00        47.05       19.36        17.92           --        24.06
12/31/88...     (3.13)     9.91          --          --         --        26.98        7.89         6.21           --        14.95
12/31/87...    (14.38)    (2.79)         --          --         --        16.89        1.86         1.20           --         8.73
12/31/86...        --      2.43          --          --         --         8.93        4.77         4.61           --         4.05
</TABLE>
    
 
- ---------------
 
For the year in which a Division was initiated, less than a full year's
performance has been reflected. Actual, not annualized, performance is
reflected.
(1) Initiated 4/20/87.
   
(2) Initiated 10/13/82 (formerly the Capital Accumulation Division). Effective
    October 1, 1991, the Fund underlying this Division changed its name from the
    Capital Accumulation Fund to the MidCap Index Fund and amended its
    investment objective, investment program and investment restrictions
    accordingly. Historical data prior to October 1, 1991 reflect investment
    experience prior to these changes. Investment experience, for MidCap Index
    Division 4 subsequent to October 1, 1991 has been as follows: for the period
    from October 1, 1991 to December 31, 1991 the change in accumulation unit
    value was 11.63%, for the period from October 1, 1991 to December 31, 1992
    the cumulative change in accumulation unit value was 21.43%, for the period
    from October 1, 1991 to December 31, 1993 the cumulative change in
    accumulation unit value was 35.74%; for the period from October 1, 1991 to
    December 31, 1994 the cumulative change in accumulation unit value was
    29.36% and for the period from October 1, 1991 to December 31, 1995 the
    cumulative change in accumulation unit value was 67.18%.
    
(3) Initiated 5/1/92.
(4) Initiated 10/2/89.
(5) Initiated 9/6/83.
(6) Initiated 1/16/86.
(7) Initiated 10/1/91.
 
                                       17
<PAGE>   113
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
                       INVESTED AT INCEPTION OF DIVISION
 
     The tables and graphs below show the change in accumulation value of a
hypothetical $10,000 investment in each of the Divisions since the inception of
the Division (or the last 10 fiscal years, in the case of MidCap Index Fund and
Timed Opportunity Fund.)
 
                         STOCK INDEX FUND (DIVISION 10)
 
   
<TABLE>
<CAPTION>
    ANNUAL VALUE OF A $10,000
     STIPULATED PAYMENT MADE                        VALUE AT MONTHLY INTERVALS OF A $10,000
         APRIL 20, 1987                             STIPULATED PAYMENT MADE APRIL 20, 1987
- ---------------------------------            -----------------------------------------------------
<S>                      <C>                 <C>          <C>
04/20/87...............  $ 10,000
12/31/87...............     8,562
12/31/88...............     9,687
12/31/89...............    12,388
12/31/90...............    11,790                         [Line Graph]
12/31/91...............    15,056
12/31/92...............    15,897
12/31/93...............    17,293
12/31/94...............    17,241
12/31/95...............    23,439
 
</TABLE>
    
 
 
                                       18
<PAGE>   114
 
                         MIDCAP INDEX FUND (DIVISION 4)
 
     The performance information for the MidCap Index Division is shown in two
separate sets of tables and graphs for the ten year period beginning January 1,
1985 and for the period beginning October 1, 1991. The latter period shows the
performance of the MidCap Index Division since the change in investment
objectives, investment program and investment restrictions of the underlying
Fund. Selected accumulation unit data for the last ten years for the MidCap
Index Division appears on page 8 of this Prospectus.
 
   
<TABLE>
<CAPTION>
    ANNUAL VALUE OF A $10,000
     STIPULATED PAYMENT MADE                        VALUE AT MONTHLY INTERVALS OF A $10,000
         OCTOBER 1, 1991                            STIPULATED PAYMENT MADE OCTOBER 1, 1991
- ---------------------------------            -----------------------------------------------------
<S>                      <C>                 <C>          <C>
10/01/91...............  $ 10,000             
12/31/91...............    11,163
12/31/92...............    12,143                         [Line Graph]
12/31/93...............    13,574
12/31/94...............    12,936
12/31/95...............    16,718
 
</TABLE>
 
 
<TABLE>
<CAPTION>
    ANNUAL VALUE OF A $10,000
     STIPULATED PAYMENT MADE                        VALUE AT MONTHLY INTERVALS OF A $10,000
         JANUARY 1, 1986                            STIPULATED PAYMENT MADE JANUARY 1, 1986
- ---------------------------------            -----------------------------------------------------
<S>                      <C>                 <C>          <C>
01/01/86...............  $ 10,000
12/31/86...............    10,243
12/31/87...............     9,721
12/31/88...............    10,991
12/31/89...............    12,980                         [Line Graph]
12/31/90...............    11,656
12/31/91...............    14,081
12/31/92...............    15,319
12/31/93...............    17,123
12/31/94...............    16,318
12/31/95...............    21,089
 
</TABLE>
    
 
 
                                       19
<PAGE>   115
 
                       SMALL CAP INDEX FUND (DIVISION 14)
 
   
<TABLE>
<CAPTION>
    ANNUAL VALUE OF A $10,000
     STIPULATED PAYMENT MADE                        VALUE AT MONTHLY INTERVALS OF A $10,000
           MAY 1, 1992                                     PAYMENT MADE MAY 1, 1992
- ---------------------------------            -----------------------------------------------------
<S>                      <C>                 <C>          <C>
05/01/92...............  $ 10,000
12/31/92...............    11,128
12/31/93...............    12,772                                 [Line Graph]
12/31/94...............    12,223
12/31/95...............    15,449

</TABLE>
 
                   INTERNATIONAL EQUITIES FUND (DIVISION 11)
 
<TABLE>
<CAPTION>
    ANNUAL VALUE OF A $10,000
     STIPULATED PAYMENT MADE                        VALUE AT MONTHLY INTERVALS OF A $10,000
         OCTOBER 2, 1989                            STIPULATED PAYMENT MADE OCTOBER 2, 1989
- ---------------------------------            -----------------------------------------------------
<S>                      <C>                 <C>          <C>
10/02/89...............  $ 10,000
12/31/89...............    10,284
12/31/90...............     8,134
12/31/91...............     8,952                                 [Line Graph]
12/31/92...............     7,671
12/31/93...............     9,864
12/31/94...............    10,545
12/31/95...............    11,565
 
</TABLE>
    
 
                                       20
<PAGE>   116
 
                      SOCIAL AWARENESS FUND (DIVISION 12)
 
<TABLE>
<CAPTION>
    ANNUAL VALUE OF A $10,000
     STIPULATED PAYMENT MADE                        VALUE AT MONTHLY INTERVALS OF A $10,000
         OCTOBER 2, 1989                            STIPULATED PAYMENT MADE OCTOBER 2, 1989
- ---------------------------------            -----------------------------------------------------
<S>                      <C>                 <C>          <C>
10/02/89...............  $ 10,000
12/31/89...............    10,100
12/31/90...............     9,877
12/31/91...............    12,506                                 [Line Graph]
12/31/92...............    12,795
12/31/93...............    13,670
12/31/94...............    13,339
12/31/95...............    18,351
 
</TABLE>
 
 
                      TIMED OPPORTUNITY FUND (DIVISION 5)
 
<TABLE>
<CAPTION>
    ANNUAL VALUE OF A $10,000
     STIPULATED PAYMENT MADE                        VALUE AT MONTHLY INTERVALS OF A $10,000
         JANUARY 1, 1986                            STIPULATED PAYMENT MADE JANUARY 1, 1986
- ---------------------------------            -----------------------------------------------------
<S>                      <C>                 <C>          <C>
01/01/86...............  $ 10,000
12/31/86...............    10,893
12/31/87...............    11,689
12/31/88...............    12,698
12/31/89...............    14,705
12/31/90...............    14,208                                 [Line Graph]
12/31/91...............    17,068
12/31/92...............    16,776
12/31/93...............    18,150
12/31/94...............    17,734
12/31/95...............    21,910
 
</TABLE>
 
 
                                       21
<PAGE>   117
 
                     CAPITAL CONSERVATION FUND (DIVISION 7)
 
   
<TABLE>
<CAPTION>
    ANNUAL VALUE OF A $10,000
     STIPULATED PAYMENT MADE                        VALUE AT MONTHLY INTERVALS OF A $10,000
        JANUARY 16, 1986                           STIPULATED PAYMENT MADE JANUARY 16, 1986
- ---------------------------------            -----------------------------------------------------
<S>                      <C>                 <C>          <C>
01/16/86...............  $ 10,000
12/31/86...............    10,477
12/31/87...............    10,186
12/31/88...............    10,789
12/31/89...............    11,936
12/31/90...............    11,784                                 [Line Graph]
12/31/91...............    13,669
12/31/92...............    14,702
12/31/93...............    16,301
12/31/94...............    15,153
12/31/95...............    18,120
 
</TABLE>
 
 
                    GOVERNMENT SECURITIES FUND (DIVISION 8)
 
<TABLE>
<CAPTION>
    ANNUAL VALUE OF A $10,000
     STIPULATED PAYMENT MADE                        VALUE AT MONTHLY INTERVALS OF A $10,000
        JANUARY 16, 1986                           STIPULATED PAYMENT MADE JANUARY 16, 1986
- ---------------------------------            -----------------------------------------------------
<S>                      <C>                 <C>          <C>
01/16/86...............  $ 10,000
12/31/86...............    10,461
12/31/87...............    10,120
12/31/88...............    10,621
12/31/89...............    11,792
12/31/90...............    12,371                                 [Line Graph]
12/31/91...............    14,052
12/31/92...............    14,915
12/31/93...............    16,362
12/31/94...............    15,472
12/31/95...............    17,995
 
</TABLE>
    
 
 
                                       22
<PAGE>   118
 
                INTERNATIONAL GOVERNMENT BOND FUND (DIVISION 13)
 
   
<TABLE>
<CAPTION>
    ANNUAL VALUE OF A $10,000
     STIPULATED PAYMENT MADE                        VALUE AT MONTHLY INTERVALS OF A $10,000
         OCTOBER 1, 1991                            STIPULATED PAYMENT MADE OCTOBER 1, 1991
- ---------------------------------            -----------------------------------------------------
<S>                      <C>                 <C>          <C>
10/01/91...............  $ 10,000
12/31/91...............    10,905
12/31/92...............    11,128                                 [Line Graph]
12/31/93...............    12,583
12/31/94...............    13,014
12/31/95...............    15,308
 
</TABLE>
 
 
                         MONEY MARKET FUND (DIVISION 6)
 
<TABLE>
<CAPTION>
    ANNUAL VALUE OF A $10,000
     STIPULATED PAYMENT MADE                        VALUE AT MONTHLY INTERVALS OF A $10,000
        JANUARY 16, 1986                           STIPULATED PAYMENT MADE JANUARY 16, 1986
- ---------------------------------            -----------------------------------------------------
<S>                      <C>                 <C>          <C>
01/16/86...............  $ 10,000
12/31/86...............    10,405
12/31/87...............    10,873
12/31/88...............    11,495
12/31/89...............    12,406
12/31/90...............    13,254                                 [Line Graph]
12/31/91...............    13,849
12/31/92...............    14,157
12/31/93...............    14,393
12/31/94...............    14,791
12/31/95...............    15,458
 
</TABLE>
    
 
 
                                       23
<PAGE>   119
 
ENDORSEMENTS AND PUBLISHED RATINGS
 
     From time to time, in advertisements or in reports to Contract Owners, the
Company may refer to endorsements. Endorsements are often in the form of a list
of organizations, individuals or other parties which recommend the Company or
the Contracts. The endorser's name will be used only with the endorser's
consent. It should be noted that the list of endorsements may change from time
to time.
 
   
     Also from time to time, the rating of the Company as an insurance company
by A. M. Best may be referred to in advertisements or in reports to Contract
Owners. Each year the A. M. Best Company reviews the financial status of
thousands of insurers, culminating in the assignment of Best's Ratings. These
ratings reflect their current opinion of the relative financial strength and
operating performance of an insurance company in comparison to the norms of the
life/health insurance industry. Best's Ratings range from A++ to F. The
Company's rating is A++. An A++ rating means, in the opinion of A. M. Best, that
the insurer has demonstrated the strongest ability to meet its respective
policyholder and other contractual obligations.
    
 
     In addition, the claims-paying ability of the Company as measured by the
Standard and Poor's Ratings Group may be referred to in advertisements or in
reports to Contract Owners. A Standard and Poor's insurance claims-paying
ability rating is an assessment of an operating insurance company's financial
capacity to meet the obligations of its insurance policies in accordance with
their terms. Standard and Poor's ratings range from AAA to D. The Company's
claims-paying ability rating is AAA, which is defined as superior.
 
     Further, from time to time the Company may refer to Moody's Investor's
Service's rating of the Company. Moody's Investor's Service's financial strength
ratings indicate an insurance company's ability to discharge senior policyholder
obligations and claims and are based on an analysis of the insurance company and
its relationship to its parent, subsidiaries and affiliates. Moody's Investor's
Service's ratings range from Aaa to C. The Company's rating is Aa2 which is
defined as excellent.
 
     The Company will additionally refer to its Duff & Phelp's rating. A Duff &
Phelp's rating is an assessment of a Company's insurance claims-paying ability.
Duff & Phelp's ratings range from AAA to CCC. Duff & Phelp's rates the claims-
paying ability of the Company as AAA. An AAA rating reflects that the Company
has the highest claims-paying ability.
 
     The Company may from time to time, refer to Lipper Analytical Services
Incorporated ("Lipper"), Morningstar, Inc. ("Morningstar") and CDA/Wiesenberger
Investment Companies ("CDA/Wiesenberger") when discussing the performance of its
Divisions. Lipper, Morningstar and CDA/Wiesenberger are leading publishers of
statistical data about the investment company industry in the United States.
 
     Additionally, the Company may compare the performance of the Divisions to
categories published by Lipper and Morningstar. The published categories which
may be utilized in comparison with the performance of the Divisions include the
Morningstar Growth and Income Mutual Fund Category, Morningstar Aggressive
Growth Mutual Fund Category, Morningstar Growth Mutual Fund Category,
Morningstar International Stock Mutual Fund Category, Lipper Growth and Income
Mutual Fund Category, Lipper Small Company Growth Mutual Fund Category, Lipper
Growth Mutual Fund Category and Lipper International Mutual Fund Category.
Additional Lipper or Morningstar categories may be utilized if they are deemed
by the Company relevant to the performance of the Company's Divisions.
 
     The Company may, from time to time, refer to The Variable Annuity Research
& Data Services (VARDS) Report. The VARDS Report offers monthly analysis of the
variable annuity industry, including marketing and performance information.
VARDS currently tracks over 900 variable separate accounts totaling over $260
Billion in variable annuity assets.
 
     The Company may, from time to time, refer to Bankers Trust Company's
Tactical Asset Allocation Model's historical performance and compare such
performance to that of the S&P 500 Index. Neither the Model nor the S&P 500
Index is a managed fund and neither have identifiable investment objectives.
 
     The Company may, from time to time, refer to a general investment strategy
known as indexing. Several of the Divisions employ this investment strategy. The
Company may compare the per-
 
                                       24
<PAGE>   120
 
formance of these Divisions to the S&P 500 Index, S&P MidCap 400 Index, Russell
2000 Index, Morgan Stanley Capital International Europe, Australia and Far East
(EAFE) Index, or any other appropriate market index. The indexes are not managed
funds and have no identifiable investment objectives.
 
     Finally the Company will utilize as a comparative measure for the
performance of its Funds the Consumer Price Index ("CPI"). The CPI is a measure
of change in consumer prices, as determined in a monthly survey of the U.S.
Bureau of Labor Statistics. Housing costs, transportation, food, electricity,
changes in taxes and labor costs are among the CPI components. The CPI provides
a tool for determining the impact of inflation on an individual's purchasing
power.
 
TRANSFERS AMONG INVESTMENT OPTIONS
 
     Transfers of Accumulation Value and Annuity Units among investment options
are permitted subject to the conditions discussed below. The right to make
transfers is exercisable by the Participant during the Accumulation Period and
by the Annuitant during the Annuity Period. The Company reserves the right to
limit or restrict transfers to the extent such limitation or restriction is
allowed by the Contract.
 
TRANSFERS DURING THE ACCUMULATION PERIOD
 
     Transfers among investment options during the Accumulation Period are
accomplished by transferring Accumulation Value among Variable Subaccounts
(which are invested in Divisions) or Fixed Subaccounts.
 
     The Company has the right to limit transfers. The Company's current policy
is that transfers among Variable Subaccounts or from Variable Subaccount(s) to
Fixed Subaccount(s) currently may be made at any time during the Accumulation
Period.
 
     Transfers from a Fixed Subaccount to one or more Variable Subaccounts or
another Fixed Subaccount may be made during the Accumulation Period, subject to
restrictions. Specifically, during the Accumulation Period, transfers of up to
20% of the Accumulation Value allocated to Fixed Account Plus may be made each
Participant Year. VALIC may permit transfers in excess of this limit by prior
written notice to all Contract Owners. However, if the transfer would result in
a Fixed Account Plus Accumulation Value of less than $500, the entire Fixed
Account Plus Accumulation Value may be transferred at that time. A transfer to
Short Term Fixed Account currently will result in no further transfers from
Short Term Fixed Account being permitted for a period of 90 days. Otherwise,
transfers from Short Term Fixed Account may be made at any time during the
Accumulation Period provided, however, that the 90 day transfer period may be
changed at any time. However, the transfer period may not exceed 180 days.
 
     Plan loans from the Fixed Subaccounts may be permitted by your employer's
plan. Refer to your plan for a description of charges and further information.
 
TRANSFERS DURING THE ANNUITY PERIOD
 
     During the Annuity Period, transfers among investment options are
accomplished by transferring Annuity Units among the Separate Account's
Divisions or to a fixed annuity. These transfers may be made at intervals of at
least 365 days. During the Annuity Period, transfers from a fixed annuity are
not permitted.
 
OTHER REQUIREMENTS
 
     Transfers among investment options or changes of future allocation of
Purchase Payments ("reallocations") may be made upon receipt by the Company, at
its Home Office, of written instructions or by telephone at 1-800-621-7792.
Requests for transfers or reallocations by telephone will be automatically
permitted unless the Company has been notified otherwise in writing or by
telephone at 1-800-621-7792. If, after notifying the Company that telephone
transfers or reallocations are not to be allowed, the Contract Owner or
Participant wishes to have the right to effect telephone transfers or
reallocations reactivated, he or she must notify the Company in writing.
 
     Prior to the Company's effecting a transfer request or reallocation by
telephone instruction, the Company will employ reasonable procedures to confirm
that instructions communicated by telephone are genuine by requiring certain
identifying information about the Contract Owner or Participant. Unless the
Contract Owner or Participant has instructed the Company not to accept telephone
transfers or reallocations, anyone who represents that he or she is authorized
by the
 
                                       25
<PAGE>   121
 
Contract Owner or Participant to effect a transfer or reallocation may do so if
they have the requisite Contract Owner or Participant account information.
Officers, directors, agents, representatives and employees of the Company may
not give or be authorized to give telephone instructions on behalf of Contract
Owners or Participants (other than for contracts within their immediate family)
without prior written permission of the Company.
 
     It is the responsibility of the Contract Owner or Participant to verify the
accuracy of all confirmations of transfers and to promptly advise the Company of
any inaccuracies within one business day of receipt of the confirmation. The
Company will send to the Contract Owner or Participant a confirmation of the
transfer within five (5) days from the date of any instruction.
 
     Any telephone instructions reasonably believed by the Company to be genuine
will be the Contract Owner's or Participant's responsibility, including losses
arising from any errors in the communication of instructions. As a result of
this policy, the Contract Owner or Participant will bear the risk of loss. If
the Company does not employ reasonable procedures to confirm that instructions
communicated by telephone are genuine, it may be liable for any losses due to
unauthorized or fraudulent instructions.
 
     Transfers or reallocations will be effected pursuant to the Contract
Owner's or Participant's written or telephone transfer request as of the day
when received by the Company if received by the Company's Home Office before the
close of regular trading of the New York Stock Exchange, generally 4:00 p.m. New
York time, on a day Accumulation Unit values are calculated; otherwise the next
calculated Accumulation Unit or Annuity Unit value will be used. Telephone
transfer requests will not be accepted during the Annuity Period. The Company
reserves the right to discontinue the telephone transfer facility at any time.
 
     Up to seven fixed or variable investment options may be used by a
Participant at any one time during the Accumulation Period or the Annuity
Period. (For additional requirements with respect to investment options during
the Annuity Period, see "Fixed or Variable Annuity Payments," "Annuity Payment
Options" and "Death of Annuitant During Annuity Period.")
 
                                       26
<PAGE>   122
 
CHARGES UNDER VARIABLE ANNUITY CONTRACTS
 
     All charges under the Contracts are described below.
 
CHARGE FOR PREMIUM TAXES
 
     Premium taxes ranging from zero to 3% are currently imposed by certain
states and municipalities on Purchase Payments made under the Contracts.
 
     Under deferred Contracts subject to premium tax, an amount for the tax will
be deducted, either from Purchase Payments when received, or from the amount
applied to effect an annuity at the time annuity payments commence, depending on
applicable state law. If an amount for any premium taxes is deducted but
subsequently is determined not to be due, the Company will adjust the excess
amount to reflect investment experience from the date of the deduction to the
date the determination is made. The Company will then apply the excess amount
deducted, as adjusted, to increase the number of Accumulation Units or Annuity
Units under the Participant Account at the time such determination is made.
 
CHARGE FOR PARTIAL AND TOTAL SURRENDERS
 
     Except as provided below, a total or partial surrender is subject to a
surrender charge calculated as a percentage of the dollar amount of previous
Purchase Payments with respect to a Participant Account which are withdrawn, or
the dollar amount of the surrender, if less. Except as provided below it is
assumed that the most recent Purchase Payments are withdrawn first, and no
surrender charge is ever imposed on any amount not actually withdrawn.
 
     Amounts exchanged to this Contract from other variable annuity contracts
issued by the Company are not considered to be Purchase Payments for purposes of
calculating the surrender charge. For such Contract exchanges, exchanged amounts
shall be deemed to be withdrawn only after all subsequent Purchase Payments have
been withdrawn. See "Exchange Offers" for more complete information about these
exchanges and surrender charges on exchanged amounts.
 
     The surrender charge with respect to any Participant Account may not exceed
5% of the lesser of (a) all Purchase Payments received during the most recent 60
months prior to the receipt of the surrender request by the Company at its Home
Office, or (b) the amount withdrawn. For purposes of this charge, the Company
treats withdrawals of Purchase Payments before any earnings. Additionally, the
most recent Purchase Payments are treated as withdrawn first.
 
     The first partial surrender per Participant Year of 10% or less of
Accumulation Value with respect to a Participant Account will not be subject to
a surrender charge. These 10% withdrawals without charge do not reduce Purchase
Payments for purposes of computing the charge. However, if the first partial
surrender (or total surrender, if there have been no partial surrenders within
the current Participant Year) exceeds 10% of Accumulation Value, the surrender
charge will be applied to the lesser of (a) the amount in excess of 10%, or (b)
the amount of the surrender attributable to Purchase Payments received during
the most recent 60 months. The second or any subsequent surrenders during a
Participant Year may be subject to a surrender charge.
 
     If a surrender charge is assessed against any Purchase Payment, that
Purchase Payment (or, if the surrender charge is assessed against less than the
entire Purchase Payment, that portion against which such charge is assessed)
will not be subject to any further surrender charge in the event of a subsequent
withdrawal.
 
     The surrender charge is not imposed upon annuitization at the Annuity Date
or upon any payments received by an Annuitant or Beneficiary in lieu of annuity
payments during the Annuity Period. Nor is the surrender charge imposed on the
payment of benefits to a Beneficiary or an Annuitant when a Participant dies
during the Accumulation Period. (See "Death Benefits During Accumulation
Period.") There is no surrender charge in any of the following situations: (a)
if no Purchase Payments have been received during the 60 months immediately
prior to surrender; (b) if the Participant Account has been in effect for 15
years or longer: or (c) if the Participant Account has been in effect for 5
years or longer and the Annuitant has attained age 59 1/2. No surrender charge
is imposed if the Annuitant has qualified to receive Social Security disability
benefits as evidenced by a certified copy of a Social
 
                                       27
<PAGE>   123
 
Security Administration determination or a doctor's verification of such
disability. For employer sponsored groups, i.e. in the case of Contracts other
than Non-Qualified contracts or IRA contracts, no surrender charges will apply
if the Participant has been in the Contract for 5 or more years, the Participant
has separated from service of his or her employer and the Participant has
attained age 55.
 
     The amount of surrender charges for a particular Contract may be reduced or
eliminated when the Contract is issued pursuant to a retirement plan or similar
arrangement and sales are made to individuals or groups of individuals in a
manner that results in savings of sales expenses. The entitlement to such a
reduction or elimination of surrender charges will be determined by the Company
in the following manner:
 
     1. The size of the group to which such sales are to be made will be
        considered. Generally, the sales expenses for a larger group are smaller
        than for a smaller group because of the ability to establish a larger
        number of Participant Accounts with fewer sales contacts.
 
     2. The total amount of Purchase Payments to be received from a group will
        be considered. Per Participant Account sales expenses are likely to be
        less on larger Purchase Payments than on smaller ones.
 
     3. The purpose for which the Contracts are being purchased will be
        considered. Certain types of qualified plans are more likely to be
        stable than are others. Such stability reduces the number of sales
        contracts required, reduces sales administration and results in fewer
        Participant Account terminations. As a result, sales expenses can be
        reduced.
 
     4. The nature of the group for which the Contracts are being purchased will
        be considered. Certain types of employee and professional groups are
        more likely to continue Contract participation for longer periods than
        are other groups with more mobile membership. If fewer Participant
        Accounts are surrendered in a given group, the Company's sales expenses
        are reduced.
 
     5. The use of mass enrollment procedures or the performance of sales or
        related administrative functions by the employer will be considered.
        Sales expenses are likely to be lower on Contracts where the need for
        individual sales contacts is minimized.
 
     6. There may be other circumstances of which the Company is not presently
        aware, which could result in reduced sales expenses.
 
     If, after consideration of the foregoing factors, the Company determines
that a group purchase would result in reduced or eliminated sales expenses, such
a group would be entitled to a reduction or elimination of the charge.
 
     In no event will reduction or elimination of the charge be permitted where
such reduction or elimination will be unfairly discriminatory to any person.
 
     The surrender charge reimburses the Company for part or all of its expenses
related to distributing the Contracts. The Company believes, however, that the
amount of such expenses will exceed the amount of revenues generated by the
surrender charge. The Company will pay such excess out of its general surplus
which, among other things, would include any gains from the asset charge
described below under "Charge to the Separate Account."
 
     Examples of calculation of the surrender charge upon partial and total
surrender are set forth in the Statement of Additional Information--"Calculation
of Surrender Charge."
 
CHARGE FOR ANNUAL ACCOUNT MAINTENANCE
 
     An annual account maintenance charge of $20 will be assessed each Contract
by the Company for the first Participant Year. The charge will be reduced to $15
for the second and later years during the Accumulation Period. The charge is due
in quarterly installments beginning on the first day of the calendar quarter
following the first date a Purchase Payment is credited to the Participant
Account. The charge is assessed on the last day of the calendar quarter in which
it is due. This charge will be assessed proportionately among the Variable and
Fixed Subaccounts which make up the Accumulation Value. The maintenance charge
is not guaranteed and may, with prior regulatory approval if required, be
changed for
 
                                       28
<PAGE>   124
 
future years. Any change to this charge will apply to Contracts purchased both
before and after such change. This charge is to reimburse the Company for the
cost of administrative expenses, including the expenses incurred in establishing
and maintaining the records relating to the Contract. The Company does not
expect that the revenues it will derive from this charge will exceed such
expenses.
 
     The annual account maintenance charge may be reduced or waived on Contracts
issued under a retirement plan or similar arrangement which does not occasion
all the administrative expenses that otherwise would be incurred. The
entitlement to such a reduction in maintenance charge will be determined by the
Company in the following manner:
 
     1. The purposes for which the Contracts are being purchased will be
        considered. Certain types of qualified plans are more likely to be
        stable than are others. Such stability reduces sales administration and
        results in fewer Participant Account terminations. As a result,
        administrative expenses can be reduced.
 
     2. The nature of the group for which the Contracts are being purchased will
        be considered. Certain types of employees and professional groups are
        more likely to continue Contract participation for longer periods than
        are other groups with more mobile membership. If fewer Participant
        Accounts are surrendered in a given group, the Company's administrative
        expenses are reduced.
 
     3. The frequency of Purchase Payments will be considered. If Participant
        Accounts are established or Purchase Payments are received in large
        numbers only once a year, administrative costs are dramatically reduced.
 
     4. The performance of administrative functions by the employer or the use
        by an employer of automated techniques in submitting Purchase Payments
        or information related to Purchase Payments on behalf of its employees
        can reduce the Company's administrative expenses associated with a
        Contract.
 
     5. There may be other circumstances of which the Company is not presently
        aware, which could result in reduced administrative expenses.
 
     If, after consideration of the foregoing factors, the Company determines
that a group purchase would result in reduced administrative expenses, such a
group would be entitled to a reduction of the charge. In no event will
reductions of the charges be permitted where such reductions will be unfairly
discriminatory to any person.
 
     If two or more Participant Accounts are established for the same Annuitant
under the same group Contracts, the Company and the Contract Owner may agree to
assess the maintenance charges related to some or all such Participant Accounts
against one such account.
 
CHARGE TO THE SEPARATE ACCOUNT
 
     To cover administrative expenses not covered by the maintenance charge
discussed above, and to compensate the Company for assuming mortality risks
under the Contracts, the Separate Account will incur a daily charge at an
annualized rate of 1% on the average daily net asset value of the Separate
Account attributable to the Contracts. Of this charge, the Company estimates
 .20% is for administrative expenses and .80% is for mortality risks. This charge
is guaranteed and may not be increased by the Company.
 
     In assuming the mortality risks, the Company is taking the risk that its
actuarial estimate of mortality rates during the Annuity Period may prove
erroneous and that the Annuitant will live longer than expected or that the
Annuitant will die during the Accumulation Period at a time when the death
benefit guaranteed by the Company is higher than the Accumulation Value of the
Participant Account. The Company does not expect to earn a profit on that
portion of the charge which is for administrative expenses, but the Company does
expect to derive a profit from the portion which is for assumption of mortality
risks. There is no necessary relationship between the amount of administrative
charges imposed on a given Contract and the amount of expenses actually
attributable to that Contract.
 
                                       29
<PAGE>   125
 
MISCELLANEOUS
 
     A daily charge based on a percentage of average daily net assets is payable
by each Fund to the Company for investment management. These charges, and other
Fund charges and expenses more fully described in the prospectus for the Series
Company, are borne indirectly by Participants.
 
CHARGE FOR INCOME TAXES
 
     Currently, no charge is made against the Separate Account for the Company's
Federal income taxes, or provisions for such taxes that may be attributable to
the Separate Account. The Company may charge each Division in the Separate
Account for its portion of any income tax charged to the Company or the Division
on its assets. Under present laws, the Company may incur state and local taxes
(in addition to premium taxes) in several states. At present, these taxes are
not significant. If they increase, however, the Company may decide to make
charges for such taxes or provisions for such taxes against the Separate
Account. Any such charges against the Separate Account or its Divisions could
have an adverse effect on the investment performance of such Division.
 
ACCUMULATION PERIOD
 
     During the period before the commencement of annuity payments (the
"Accumulation Period"), the Participant or employer may make Purchase Payments
from time to time, and on such dates and in such amounts as may be determined
pursuant to the retirement plan for which the Contract has been purchased.
 
     In all cases, the initial Purchase Payment must be preceded or accompanied
by a properly completed application. Except in the case of IRAs and some
Non-Qualified Contracts, Purchase Payments are generally remitted through or by
an employer and the Company must also receive a premium flow report which
identifies the amount to be credited to each Participant Account held pursuant
to the employer's retirement plan.
 
     The initial and subsequent Purchase Payments for a periodic payment
Contract must be at least $30 per Participant Account. This minimum applies
separately to the amount of each Purchase Payment directed to each Variable
Subaccount or Fixed Subaccount. For single payment Contracts, the minimum
Purchase Payment is $1,000 per Participant Account. However, these minimums may
be waived where one purchaser, such as an employer, purchases a number of
Contracts.
 
     When an initial Purchase Payment accompanies an application (and, if
required, a premium flow report) the Company will, within two business days
after receipt of the application at its Home Office, either (a) process and
accept the application, issue the Contract to the Contract Owner, establish
Participant Accounts and credit amounts or Accumulation Units to those accounts
as of the date of acceptance; (b) reject the application and return the Purchase
Payment; or (c) request additional documents or information if the application
is not complete or is incorrectly completed. With respect to (c), a Purchase
Payment will be returned if a correctly completed application is not received
within five business days unless the Contract Owner agrees otherwise. For
initial and subsequent payments, Accumulation Units will be credited at the
Accumulation Unit value calculated as of the day the Purchase Payment was
received by the Company if received at the Company's Home Office before the
close of regular trading of the New York Stock Exchange, generally 4:00 p.m. New
York Time on a day Accumulation Unit values are calculated; otherwise, the next
calculated Accumulation Unit value is used. As a result, the Participant Account
will be credited with the investment experience of the Separate Account from the
date of the Company's receipt of the Purchase Payment.
 
     Unless otherwise restricted by the Contract, a Participant may allocate
and/or accumulate amounts in up to seven of the fifteen available subaccounts
(the thirteen Variable Investment Options and the two Fixed Interest Options).
The Accumulation Value of a Participant's Account or Contract during the
Accumulation Period is the sum of values of the Fixed Interest Options and the
Variable Investment Options.
 
     A Participant may allocate all or a portion of Purchase Payments to the
Fixed Subaccount. The Fixed Subaccount consists of two Fixed Interest Options
which are part of the Company's General Account. Each Fixed Interest Option pays
interest at a declared rate which may differ depending upon the Fixed Interest
Option selected. The Company bears the full amount of the investment
 
                                       30
<PAGE>   126
 
risk for amounts allocated to either of the Fixed Interest Options. Earned
interest on amounts allocated to the Fixed Subaccount will be paid regardless of
the actual investment experience of the General Account. Because of exemptive
and exclusionary provisions, interests in the Fixed Subaccount have not been
registered under the Securities Act of 1933, and neither the Fixed Subaccount
nor the General Account has been registered as an investment company under the
Investment Company Act of 1940. Accordingly, interests in the Fixed Subaccount
are not subject to regulation under these Acts. As a result, the staff of the
SEC has not reviewed the disclosures which are included in this Prospectus and
which relate to the General Account and the Fixed Subaccount. These disclosures,
however, may be subject to certain provisions of federal securities law relating
to the accuracy and completeness statements made in this Prospectus.
 
     The value of a Participant's Account attributable to the Fixed Subaccount
during the Accumulation Period is the sum of all net Purchase Payments allocated
to either of the Fixed Interest Options in the Fixed Subaccount, amounts
transferred from the Separate Account's Variable Investment Options to any Fixed
Interest Option, and all earned interest. This amount is reduced by amounts
transferred out or withdrawn and may be further reduced by the deduction of
certain charges.
 
     A Participant may allocate all or a portion of Purchase Payments to the
Variable Investment Options. The value of the Contract and of a Participant's
Account attributable to the Variable Investment Options can be determined at any
time by multiplying the number of Accumulation Units outstanding under the
Contract or account by the current Accumulation Unit value. During the
Accumulation Period, the value of the Contract varies with the performance of
the investments of the Separate Account, and there is no assurance that such
value will equal or exceed Purchase Payments. The number of Accumulation Units
credited will not be changed by any subsequent change in the value of an
Accumulation Unit, but the dollar value of an Accumulation Unit may vary from
day to day depending upon the investment experience of the Separate Account.
 
     The Accumulation Unit value is calculated as follows. First, a gross
investment rate is determined from the investment performance of the Separate
Account. The gross investment rate is calculated as of 4:00 p.m. New York time
on each business day when the New York Stock Exchange is open (except the Friday
following Thanksgiving, the Friday following Christmas if Christmas falls on a
Thursday and the Monday before Christmas if Christmas falls on a Tuesday). Such
rate is (i) the Separate Account's investment income and capital gains and
losses, whether realized or unrealized on such day, from the assets attributable
to each Separate Account Division, divided by (ii) the value of the Separate
Account Division for the immediately preceding day on which such values were
calculated. The net investment rate for any day is determined by deducting from
the gross investment rate, a factor representing the mortality risk and expense
charges described herein (see "Charge to the Separate Account"), and any
applicable income taxes. The Accumulation Unit value for a given day is then
determined by multiplying the Accumulation Unit value for the preceding day by a
net investment factor equal to the net investment rate plus 1.00.
 
     Illustrations showing the calculation of an Accumulation Unit value and the
purchase of Accumulation Units (using hypothetical examples) are contained in
the Statement of Additional Information -- "Accumulation Unit Value."
 
DEATH BENEFITS DURING ACCUMULATION PERIOD
 
     If an Annuitant under a Contract dies during the Accumulation Period, there
will be an amount payable to the Beneficiary equal to the greater of (a) the
Accumulation Value of the Participant Account on the date proof of death is
received by the Company; or (b) 100% of Purchase Payments, reduced by the amount
deducted in connection with any partial surrenders. (See "Surrender.") The
Beneficiary may exercise the right to receive the death benefit as a lump-sum
settlement or in the form of any of the annuity options provided in the Contract
(within such time limits required by Federal tax law). (See "Annuity Payment
Options.") Beneficiaries other than the spouse of an Annuitant must receive the
death benefit in full by the date five years after the Annuitant's death unless
payments commence within one year of the Annuitant's death under a life annuity,
a life annuity with payments certain or payments for a designated period. Pay-
 
                                       31
<PAGE>   127
 
ments certain or payments for a designated period in any case cannot be selected
for a period exceeding the Beneficiary's life expectancy. The Beneficiary
thereafter will be entitled to exercise many of the investment options and other
rights an Annuitant would have under the Contract.
 
SUSPENSION OF PURCHASE PAYMENTS
 
     Flexible payment Contracts contain provisions protecting against
forfeiture. If, at any time, additional Purchase Payments are not made, the
number of Accumulation Units outstanding under the Participant Account at that
time will remain constant (so long as no transfer election is made), and the
value of the Units will continue to vary. The Accumulation Value will continue
to be subject to charges during the period of suspension. The Contract Owner may
resume making Purchase Payments at any time during the Accumulation Period, so
long as the Participant Account (or Contract) has not been surrendered and the
Contract has not otherwise been terminated.
 
     Under group Contracts, if the Accumulation Value of a Participant Account
falls below $300, the Company, at its option, may cause the Participant Account
to be automatically surrendered, in which case a surrender charge may be
deducted from the amount paid to the Participant. Under individual Contracts,
the Company may cause such automatic surrender if all of the following
conditions are satisfied: (1) The total of Purchase Payments, reduced by amounts
deducted in connection with any partial surrenders, falls below $300; (2) the
total of Accumulation Value, reduced by amounts deducted in connection with any
partial surrenders, falls below $300; and (3) no Purchase Payments have been
made for two Participant Years.
 
ANNUITY PERIOD
 
FIXED OR VARIABLE ANNUITY PAYMENTS
 
     If the plan so permits, the Annuitant may elect to have any portion of the
Accumulation Value applied to provide either a variable annuity or a fixed
annuity, or a combination of both.
 
     Fixed annuity payments are monthly payments from the Company to an
individual, the amount of which is fixed and guaranteed by the Company. The
amount of the monthly payments will depend only on the form and duration of
annuity payments chosen, the age of the Annuitant or the Beneficiary (and sex,
under individual retirement annuity ("IRA") contracts), the total Accumulation
Value applied to purchase the annuity, and the applicable annuity rate. If it
would produce greater benefits, the amount of the monthly payment will be that
produced by a then currently issued immediate annuity of the same form.
 
     Variable annuity payments are similar to fixed annuity payments, except
that the amount of each monthly payment from the Company will vary reflecting
the net investment experience of each Division of the Separate Account in which
the net Purchase Payments are accumulated. (For an illustration of the
calculation of annuity payments and Annuity Unit value see the Statement of
Additional Information -- "Amount of Annuity Payments" and "Annuity Unit
Value.") The value of an Annuity Unit is calculated at the same time that the
value of an Accumulation Unit is calculated and is based on the same values for
Fund shares and other assets and liabilities. (See "Accumulation Period.") If
the net investment experience for a given month, after all charges summarized
below, exceeds the Assumed Investment Rate (3 1/2% per annum unless a different
rate is selected), the monthly payment will be greater than the previous
payment. If the net investment experience for a month is less than such Assumed
Investment Rate, the monthly payment will be less than the previous monthly
payment. (See the Statement of Additional Information -- "Assumed Investment
Rate.")
 
     The use of an Assumed Investment Rate higher than 3 1/2% per annum would
cause the first annuity payment to be larger, but subsequent payments would
increase more slowly or decrease more quickly and ultimately be less than they
would under a 3 1/2% Assumed Investment Rate, provided that annuity payments
continue for a sufficient period of time. A 3 1/2% Assumed Investment Rate will
be used in the absence of a selection otherwise.
 
     Up to seven Divisions may be applied to provide a variable annuity, or up
to six Divisions if a fixed annuity is also selected. The first payment provided
under a fixed annuity and each portion of a variable annuity based on a Division
must each be at least $25.
 
                                       32
<PAGE>   128
 
ANNUITY DATE
 
     Annuity payments under deferred Contracts may begin on the first day of any
month before the Annuitant's 75th birthday, as selected by the Contract Owner on
a form approved by the Company. However, special rules apply to payments under
403(b), 401, 403(a) and 457 plans or simplified employee plans ("SEPs"). (See
the discussion of required distributions for each plan type under "Federal Tax
Matters.")
 
ANNUITY PAYMENT OPTIONS
 
     The Annuitant may elect to have the Accumulation Value of the Participant
Account applied on the Annuity Date to any one of the options listed below. The
amount applied to effect an annuity will be the Accumulation Value on the tenth
day preceding the Annuity Date.
 
     In most cases, if the Annuitant does not specify one of the options at
least thirty days prior to the Annuity Date, annuity payments are made in
accordance with the second option, with payments being guaranteed for a ten year
period. If the Contract is issued under certain retirement plans, however,
federal pension law may require that payments be made pursuant to the fourth
option unless otherwise elected. Tax laws and regulations may impose further
restrictions to assure that the primary purpose of the plan is distribution of
the accumulated funds to the employee. Absent a contrary election at least
thirty days in advance, Fixed Subaccount accumulations will be used to provide a
fixed annuity, and Variable Subaccount accumulations will be used to provide a
variable annuity based on the same Divisions in which the Variable Subaccount(s)
were invested immediately prior thereto. If the fifth annuity option is
selected, annuity payments must be made on a fixed basis. An Annuitant wishing
to receive a lump sum rather than an annuity may surrender the Contract as
described below under "Surrender."
 
     Once annuity payments have begun, an annuity option may not be terminated.
 
     First Option -- Life Annuity. Variable annuity payments are payable monthly
during the lifetime of the Annuitant, and the annuity terminates with the last
payment preceding death. This option offers the maximum amount per variable
annuity payment since there is no provision for a death benefit for
Beneficiaries. It would be possible under this option for the annuitant to
receive only one annuity payment if he died prior to the date of the second
payment, two if he died before the third annuity payment date, etc.
 
     Second Option -- Life Annuity With 60, 120, 180 or 240 Monthly Payments
Certain. Variable annuity payments are payable monthly during the lifetime of an
Annuitant with the provision that, if the Annuitant dies during the certain
period, the Beneficiary may receive monthly payments for the remainder of the
certain period.
 
     Third Option -- Unit Refund Life Annuity. Variable annuity payments are
payable monthly during the lifetime of the Annuitant with an additional payment
to the Beneficiary at the death of the Annuitant equal to the then-current value
of any Annuity Units credited to the Participant Account at the Annuity Date
which have not theretofore been paid out in the form of annuity payments. For
this purpose, the number of Annuity Units credited to the Participant Account at
the Annuity Date will be the total value applied to this option divided by the
Annuity Unit value at the date used to calculate the first annuity payment.
 
     Fourth Option -- Joint and Last Survivor Life Annuity. Variable annuity
payments are payable monthly during the joint lifetimes of two Annuitants and
continue during the lifetime of the surviving Annuitant. This option is designed
primarily for couples who require maximum possible variable annuity payments
during their joint lives and who are not concerned with providing for
Beneficiaries at the death of the last to survive. It would be possible under
this option for the joint Annuitants to receive only one payment if both
Annuitants died prior to the date of the second payment, or for the joint
Annuitants to receive only one payment and the surviving Annuitant to receive
only one payment if one Annuitant died prior to the date of the second payment
and the surviving Annuitant died prior to the date of the third payment, etc.
 
     Fifth Option -- Payments for Designated Period. Annuity payments are
payable monthly for a selected number of years between three and thirty.
Payments under this option may be made on a fixed basis only. If payments would
amount
 
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<PAGE>   129
 
to less than $25 each, the Company may make payments less frequently than
monthly.
 
ENHANCEMENTS UNDER ANNUITY OPTIONS
 
     Enhancements of the annuity options described above recently are available
under the Contracts. These include partial annuitization, flexible payments of
varying amounts and inflation protection payments. To the extent some or all of
these options do not result in "substantially equal payments" over the life
expectancy of the Annuitant, electing such options may result in unfavorable tax
consequences to Annuitants under age 59 1/2. (See "Federal Tax Matters.")
Additionally certain options may be available with a one to twenty payment
certain period. The Fourth Option also may be available with a one to twenty
payment certain option. Not all of the enhancements are available under each
option.
 
DEATH OF ANNUITANT DURING ANNUITY PERIOD
 
     If the Annuitant dies during the Annuity Period, the Beneficiary may be
entitled to payment of an additional amount or amounts, and may be entitled to
certain alternatives discussed below. If, prior to death, the Annuitant had been
receiving payments under the first or fourth options, no additional amounts
would be due. If, however, the Annuitant had been receiving payments under the
second, the third or the fifth options, the Beneficiary may:
 
     1. elect to receive in a lump sum the present value, discounted at the
        Assumed Investment Rate, of any remaining annuity payments owed under
        the Contract based on the then-current Annuity Unit value;
 
     2. elect to continue receiving annuity payments under the terms of the
        Contract, in which case the Beneficiary would be entitled, any time
        thereafter, to receive the present value of remaining variable annuity
        payments, discounted at the Assumed Investment Rate, based on the
        Annuity Unit value next determined after request for such payment is
        received at the Company's Home Office; or
 
     3. elect to have the present value, discounted at the Assumed Investment
        Rate, of any annuity payments owed on the Contract, based on the
        then-current Annuity Unit value, applied to the fifth option for a
        period shorter than the period remaining under the annuity option
        selected by the Annuitant.
 
     Under the Federal tax laws, the election of alternative (2) above on a
variable basis may be treated in the same manner as a surrender of the Contract.
If the Contract is surrendered, usually the full amount received would be
includable in income for that year, and, to the extent so included, would be
taxed at ordinary rates.
 
SURRENDER
 
     All or part of the Surrender Value of a Participant Account may be
withdrawn by the Participant at any time before the commencement of annuity
payments, provided that the Annuitant is alive at the time of surrender. This
right is subject to any restrictions on surrender under applicable law and the
employer's plan. An individual Contract must be returned to and be received by
the Company before a total surrender will be effected. (See "Charge for Partial
and Total Surrenders" for an explanation of charges which may be assessed upon
surrender.)
 
     The Surrender Value of a Participant Account at any time is equal to the
Accumulation Value under the Participant Account at the time of surrender, less
any surrender charge. For this purpose, the value of an Accumulation Unit is
that next computed after the request for surrender is received at the Company's
Home Office. There is no assurance that the Surrender Value under Variable
Subaccounts will equal or exceed the aggregate amount of Purchase Payments at
any time.
 
     A partial surrender under a Participant Account will result in a reduction
of the Accumulation Value credited to a Participant Account. The reduction will
equal the dollar amount surrendered plus the surrender charge, if any, and will
be allocated among subaccounts in the same proportion as the surrender requested
by the Participant. The reduction in the number of Accumulation Units credited
to a Variable Subaccount will equal the amount surrendered from that subaccount
plus the surrender charge allocable to that subaccount, if any, divided by the
applicable Accumulation Unit value next computed after the written request for
surrender is received at the Company's Home Office. If the entire value under a
subaccount is surrendered in a partial surrender, the dollar amount surrendered
will be
 
                                       34
<PAGE>   130
 
reduced by the surrender charge allocable to that subaccount. The Surrender
Value will be reduced by a full quarterly maintenance charge assessment in the
case of a full surrender during a calendar quarter.
 
     Under the Texas State Optional Retirement Program or in most Section 403(b)
contracts, no surrender or partial surrender by a Participant will be permitted
prior to termination of employment, retirement or death. (See "Federal Tax
Matters.")
 
     Under the Florida State Optional Retirement Program no surrender or partial
surrender by a Participant of Accumulation Values attributable to Purchase
Payments contributed by the Participant's employer will be permitted. Benefits
based on employer contributions may only be paid upon the Participant's death,
retirement or termination of employment. Except in the case of the Participant's
death, and except for certain small amounts as approved by the State of Florida,
such benefit payments may not be paid in a lump sum or for a period certain, but
will only be paid through a life contingency option.
 
     For an explanation of possible adverse tax consequences from a partial
redemption or surrender see "Federal Tax Matters."
 
     Payments of Surrender Values as well as lump-sum payments available under
an annuity option will be made within seven calendar days after receipt of the
written request by the Company at its Home Office; however, payments
attributable to a Division may be suspended or postponed at any time when
redemption of the Fund's shares is suspended or postponed. See "Offering,
Purchase and Redemption of Fund Shares" in the Series Company's Statement of
Additional Information for a discussion of the circumstances under which the
Series Company may suspend or postpone redemption of its shares.
 
     Occasionally, the Company may receive a request for total or partial
surrender which includes Accumulation Values derived from Purchase Payments
which have not cleared the banking system. The Company may delay mailing that
portion of the Surrender Value which relates to such amounts until the check for
the payment has cleared. The Accumulation Unit value used to determine the
remaining Surrender Value to be remitted will be on the basis of the valuation
next computed after receipt of the request for surrender.
 
OTHER CONTRACT FEATURES
 
CHANGE OF BENEFICIARY
 
     Once a Participant Account has been established, the Contract Owner, the
Participant and the Annuitant may not be changed.
 
     The Beneficiary is designated by the Participant. The Annuitant generally
may change the Beneficiary designation at any time unless such designation has
been made irrevocable. Under certain retirement programs, however, spousal
consent may be required to name or change a Beneficiary, and the right to name a
Beneficiary other than the spouse may be subject to applicable tax laws and
regulations. If no Beneficiary is living at the time of an Annuitant's death,
any benefits otherwise payable under the Contract to the Beneficiary will be
payable to the Annuitant's estate. If a Beneficiary dies while receiving
payments under the Contract, and if no other Beneficiary is then living, any
remaining benefits owed under the Contract will be paid to such Beneficiary's
estate.
 
REVOCATION
 
     Individual Contracts allow the Contract Owner to revoke the Contract by
returning it to the Company within ten days of delivery or such longer
revocation period as is required by state law. The Company will refund any
Purchase Payments received for the Contract without regard to investment
results, unless a larger refund is required by state law.
 
RESERVATION OF RIGHTS
 
     The Company reserves the right to amend the Contract to conform with
substitutions of investments or to comply with tax or other laws applicable to
these types of Contracts. The Company also reserves the right to operate the
Separate Account as a management investment company under the 1940 Act, in
consideration of receipt of an investment management fee, or in any other form
permitted by law, and to deregister the Separate Account under the 1940 Act, in
the event such registration is no longer required.
 
                                       35
<PAGE>   131
 
RELATIONSHIP TO EMPLOYER'S PLAN
 
     Since it is contemplated that most Contracts offered by this prospectus
will be used for retirement programs, reference should be made to specific plan
provisions and restrictions, if any, contained in the employer's plan in
connection with this description of the Contracts.
 
     Plan loans from the Fixed Subaccounts may be permitted by your employer's
plan. Refer to your plan for a description of charges and further information.
 
FEDERAL TAX MATTERS
 
GENERAL
 
     Major changes in federal income tax laws in the past several years may
affect the tax treatment of investments in the Contracts. It is not feasible to
comment on all of these changes, and Contract owners should consult a qualified
tax advisor for more complete information. Contract owners should also be aware
that future legislation may change some of the rules discussed in the following
materials.
 
TAXES PAYABLE BY PARTICIPANTS
AND ANNUITANTS
 
     The Contracts offered in connection with this prospectus are primarily used
with retirement programs which receive favorable tax deferred treatment under
Federal income tax law, although deferred annuity contracts may be purchased
with after tax dollars.
 
     Annuity payments or other amounts received under all Contracts generally
are subject to some form of federal income tax withholding. The withholding
requirement will vary among recipients depending on the type of program, the tax
status of the individual and the type of payments from which taxes are withheld.
Additionally, annuity payments or other amounts received under all Contracts may
be subject to state income tax withholding requirements.
 
SECTION 403(B) ANNUITIES FOR EMPLOYEES OF CERTAIN TAX-EXEMPT ORGANIZATIONS OR
PUBLIC EDUCATIONAL INSTITUTIONS
 
     Purchase Payments. Under section 403(b) of the Code, payments made by
certain employers (i.e., tax-exempt organizations meeting the requirements of
section 501(c)(3) of the Code and public educational institutions) to purchase
annuity Contracts for their employees are excludable from the gross income of
employees to the extent that the aggregate Purchase Payments do not exceed the
limitations prescribed by section 402(g), section 403(b)(2) and section 415 of
the Code. This gross income exclusion applies to employer contributions and
voluntary salary reduction contributions.
 
   
     An individual's voluntary salary reduction contributions under section
403(b) are generally limited to the lesser of $9,500 or 20 percent of salary;
additional catch-up contributions are permitted under certain circumstances.
Combined employer and salary reduction contributions are generally limited to
the lesser of $30,000 or approximately 20 percent of salary. In addition, for
plan years beginning after December 31, 1988, employer contributions must comply
with various nondiscrimination rules; these rules may have the effect of further
limiting the rate of employer contributions for highly compensated employees.
    
 
     Taxation of Distributions. Distributions of voluntary salary reduction
amounts are restricted. The restrictions apply to amounts accumulated after
December 31, 1988 (including voluntary contributions after that date and
earnings on prior and current voluntary contributions). These restrictions
require that no distributions will be permitted prior to one of the following
events: (1) attainment of age 59 1/2, (2) separation from service, (3) death,
(4) disability, or (5) hardship (hardship distributions will be limited to the
amount of salary reduction contributions exclusive of earnings thereon).
 
     Other distributions from a section 403(b) annuity Contract are taxed as
ordinary income to the recipient in accordance with section 72 of the Code.
Distributions received before the recipient attains age 59 1/2 generally are
subject to a 10% penalty tax in addition to regular income tax. Certain
distributions are excepted from this penalty tax, including distributions
following (1) death, (2) disability, (3) separation from service during or after
the year the participant reaches age 55, (4) separation from service at any age
if the distribution is in the form of substantially equal periodic payments over
the life (or life expectancy) of the Participant (or the Participant and
Beneficiary), and (5) distributions in excess of tax deductible medical
expenses.
 
                                       36
<PAGE>   132
 
   
     Required Distributions. Generally, distributions from section 403(b)
annuities must commence no later than April 1 of the calendar year following the
calendar year in which the Participant attains age 70 1/2 and such distributions
must be made over a period that does not exceed the life expectancy of the
Participant (or joint life expectancy of the Participant and Beneficiary).
Participants employed by governmental entities and certain church organizations
may delay the commencement of payments until April 1 of the calendar year
following retirement if they remain employed after attaining age 70 1/2.
Following the death of the Participant, the distribution requirements are
generally the same as those described with respect to Non-Qualified Contracts.
However, amounts accumulated under a Contract on December 31, 1986, are not
subject to these minimum distribution requirements. Pre-January 1, 1987 amounts
may be paid in a manner that meets the above rule or (i) must begin to be paid
when the Participant attains age 75; and (ii) the present value of payments
expected to be made over the life of the Participant under the option chosen
must exceed 50% of the present value of all payments expected to be made (the
"50% rule".) The 50% rule will not apply to joint Annuitant if a Participant's
spouse is the joint Annuitant. Notwithstanding these rules for pre-January 1,
1987 amounts held under 403(b) Contracts, the entire Contract balance must meet
the minimum distribution incidental benefit requirement of Section 403(b)(10). A
penalty tax of 50% will be imposed on the amount by which the minimum required
distribution in any year exceeds the amount actually distributed in that year.
    
 
     Tax-Free Transfers and Rollovers. The IRS has ruled (Revenue Rulings 90-24)
that total or partial amounts may be transferred tax free between section 403(b)
annuity contracts and/or 403(b)(7) custodial accounts under certain
circumstances. In addition, section 403(b)(8) of the Code permits tax-free
rollovers from section 403(b) programs to IRAs or other section 403(b) programs
under certain circumstances. Such a rollover must be completed within 60 days of
receipt of the distribution. The portion of any distribution which is eligible
to be rolled over to an IRA or another 403(b) program is subject to 20% federal
income tax withholding unless the Participant elects a direct rollover of such
distribution to an IRA or other section 403(b) program.
 
SECTION 401 QUALIFIED PENSION, PROFIT-
SHARING OR ANNUITY PLANS
 
     Purchase Payments. Purchase Payments made by an employer (or a
self-employed individual) under a pension, profit-sharing or annuity plan
qualified under section 401(a) or section 403(a) of the Code are excluded from
the gross income of the employee for Federal income tax purposes. Payments made
by an employee generally are made on an after-tax basis unless they are made on
a pre-tax basis by reason of sections 401(k) or 414(h) of the Code.
 
     Taxation of Distributions. Distributions from Contracts purchased under
qualified plans are taxable as ordinary income, except to the extent allocable
to an employee's after-tax contributions (which constitute "investment in the
Contract.") However, if an employee or the Beneficiary receives a lump sum
distribution, as defined in the Code, from an exempt employees' trust, the
taxable portion of the distribution may be subject to special tax treatment. For
most individuals receiving lump sum distributions after attainment of age
59 1/2, the rate of tax may be determined under a special 5-year income
averaging provision. Those who attained age 50 by January 1, 1986 may instead
elect to use a 10-year income averaging provision based on the income tax rates
in effect for 1986. In addition, individuals who attained age 50 by January 1,
1986 may elect capital gains treatment (at a 20% rate) for the taxable portion
of a lump sum distribution attributable to years of service before 1974; such
capital gains treatment has otherwise been repealed. Taxable distributions
received under a Contract purchased under a qualified plan prior to attainment
of age 59 1/2 are subject to the same 10% penalty tax (and the same exceptions)
as described with respect to section 403(b) annuity Contracts.
 
     Required Distributions. The minimum distribution requirements for qualified
plans are generally the same as described with respect to section 403(b) annuity
Contracts, except that no amounts are exempted from the minimum distribution
requirements.
 
     Tax-Free Rollovers. The taxable portion of certain distributions from a
plan qualified under section 401 or 403(a) may be transferred in a tax-free
rollover to an individual retirement account or annuity or to another such plan.
Such a rollover must be completed within 60 days of
 
                                       37
<PAGE>   133
 
receipt of the qualifying distribution. The portion of any distribution which is
eligible to be rolled over to an IRA or another section 401(a) or 403(a) plan is
subject to 20% federal income tax withholding unless the Participant elects a
direct rollover of such distribution to an IRA or other section 401(a) or 403(a)
plan.
 
INDIVIDUAL RETIREMENT ANNUITIES
 
     Purchase Payments. The Tax Reform Act of 1986 has limited the extent to
which individuals may make tax-deductible contributions for IRA Contracts.
Deductible contributions equal to the lesser of $2,000 or 100% of compensation
are permitted only for individuals who (i) are not (and whose spouses are not)
active participants in another retirement plan; (ii) are active participants in
another retirement plan, but are unmarried and have adjusted gross income of
$25,000 or less; or (iii) are active participants (or have spouses who are) in
another retirement plan, but are married and have adjusted gross income of
$40,000 or less. Such individuals may also establish an IRA for a nonworking
spouse who receives no compensation during the tax year; the annual
tax-deductible Purchase Payments for both spouses' Contracts cannot exceed the
lesser of $2,250 or 100% of the working spouse's earned income; no more than
$2,000 may be contributed to either spouse's IRA for any year. Individuals who
are active participants in other retirement plans and whose adjusted gross
income exceeds the cut-off point ($25,000 for unmarried and $40,000 for married)
by less than $10,000 are entitled to make deductible IRA contributions in
proportionately reduced amounts.
 
     An individual may make nondeductible IRA contributions to the extent of the
excess of (i) the lesser of $2,000 ($2,250 in the case of contributions to both
the individual's IRA and spousal IRA) or 100% of compensation over (ii) the IRA
deduction limit with respect to the individual.
 
     Taxation of Distributions. Distributions from IRA Contracts are taxed as
ordinary income to the recipient. In addition, a 10% penalty tax will be imposed
on taxable distributions received before the year in which the recipient attains
age 59 1/2, except that distributions made on account of death, disability or in
the form of substantially equal periodic payments over the life (or life
expectancy) of the Participant (or the Participant and Beneficiary) are not
subject to the penalty tax.
 
     Required Distributions. The minimum distribution requirements for IRA
Contracts are generally the same as described with respect to Section 403(b)
annuity Contracts, except that no amounts are exempted from the minimum
distribution requirements and in all events such distributions must commence no
later than April 1 of the calendar year following the calendar year in which the
Participant attains age 70 1/2.
 
     Tax Free Rollovers. Federal law permits funds to be transferred in a tax
free rollover from a qualified employer pension, profit-sharing, or annuity
plan, or a Section 403(b) annuity Contract to an IRA Contract under certain
conditions. Amounts accumulated under such a rollover IRA may subsequently be
rolled over on a tax-free basis to another such plan or Section 403(b) annuity
Contract. In addition, a tax-free rollover may be made from one IRA to another,
provided that not more than one such rollover may be made during any twelve
month period. In order to qualify for tax-free treatment, all rollovers must be
completed within 60 days after the distribution is received.
 
SIMPLIFIED EMPLOYEE PENSION PLANS
 
   
     Purchase Payments. Under section 408(k) of the Code, employers may
establish a type of IRA plan referred to as a simplified employee pension plan
(SEP). Employer contributions under a SEP, which generally must be made at a
rate representing a uniform percent of the compensation of participating
employees, are excluded from the gross income of employees for Federal income
tax purposes. Employer contributions to a SEP cannot exceed the lesser of
$30,000 or 15% of an employee's compensation for plan years beginning after
December 31, 1993.
    
 
     Salary Reduction SEPs. Federal tax law allows employees of certain small
employers to have contributions made to the SEP on their behalf on a salary
reduction basis. These salary reduction contributions may not exceed $7,000,
indexed for inflation in later years. Employees of tax-exempt organizations are
not eligible for this type of SEP.
 
     Taxation of Distributions. SEP distributions are subject to taxation in the
same manner as other IRA distributions.
 
     Required Distributions. SEP distributions are subject to the same minimum
required distribution rules applicable to other IRAs.
 
                                       38
<PAGE>   134
 
     Tax Free Rollovers. Funds may be rolled over tax free from one SEP to
another as long as the rollover is completed within 60 days after the
distribution is received and is done no more frequently than once every twelve
months.
 
SECTION 457 UNFUNDED DEFERRED
COMPENSATION PLANS OF PUBLIC
EMPLOYERS AND TAX-EXEMPT
ORGANIZATIONS
 
     Purchase Payments. Under section 457 of the Code, individuals who perform
services for a unit of a state or local government may participate in a deferred
compensation program. Tax-exempt employers may establish deferred compensation
plans under section 457 only for a select group of management or highly
compensated employees and/or independent contractors.
 
     This type of program allows individuals to defer the receipt of
compensation which would otherwise be presently payable and to therefore defer
the payment of Federal income taxes on the amounts. Assuming that the program
meets the requirements to be considered an eligible deferred compensation plan
(an "EDCP"), an individual may contribute (and thereby defer from current income
for tax purposes) the lesser of $7,500 or 33 1/3% of the individual's includible
compensation. (Includible compensation means compensation from the employer
which is currently includible in gross income for Federal tax purposes.) During
the last three years before an individual attains normal retirement age,
additional catch-up deferrals are permitted.
 
     The amounts which are deferred may be used by the employer to purchase the
Contracts offered by this prospectus. The Contract is owned by the employer and,
in fact, is subject to the claims of the employer's creditors. The employee has
no present rights or vested interest in the Contract and is only entitled to
payment in accordance with the EDCP provisions.
 
     Taxation of Distributions. Amounts received by an individual from an EDCP
are includible in gross income for the taxable year in which such amounts are
paid or otherwise made available.
 
     Distributions Before Separation from Service. Distributions generally are
not permitted under an EDCP prior to separation from service except for
unforeseeable emergencies. Emergency distributions are includible in the gross
income of the individual in the year in which paid.
 
     Required Distributions. Beginning January 1, 1989, the minimum distribution
requirements for EDCP's are generally the same as those for qualified plans and
section 403(b) annuity Contracts, except that no amounts are exempted from
minimum distribution requirements.
 
     Tax Free Transfers and Rollovers. Federal income tax law permits the tax
free transfer of EDCP amounts to another EDCP, but not to an IRA or other type
of plan.
 
PRIVATE EMPLOYER UNFUNDED DEFERRED
COMPENSATION PLANS
 
     Purchase Payments. Private taxable employers may establish unfunded and
non-qualified deferred compensation plans for a select group of management or
highly compensated employees and/or for independent contractors.
 
     Certain arrangements of nonprofit employers entered into prior to August
16, 1986, and not subsequently modified, are subject to the rules for private
taxable employer deferred compensation plans discussed below.
 
     Deferred compensation plans represent a bare contractual promise on the
part of the employer to pay current wages at some future time. The Contract is
owned by the employer and is subject to the claims of the employer's creditors.
The individual has no present right or vested interest in the Contract and is
only entitled to payment in accordance with plan provisions. Private taxable
employers that are not natural persons, however, are currently taxable on any
increase in the Accumulation Value attributable to Purchase Payments made to
such Contracts after February 28, 1986.
 
     Taxation of Distributions. Amounts received by an individual from a private
employer deferred compensation plan are includible in gross income for the
taxable year in which such amounts are paid or otherwise made available.
 
     Tax Free Transfers and Rollovers. Federal income tax law does not allow tax
free transfers or rollovers for amounts accumulated in a private employer
deferred compensation plan.
 
NON-QUALIFIED CONTRACTS
 
     Purchase Payments. Purchase Payments made under certain Contracts are not
excludible from the gross income of the Contract Owner or deductible for tax
purposes ("Non-Qualified Contracts"). However, any increase in the Accumula-
 
                                       39
<PAGE>   135
 
tion Value of a Non-Qualified Contract resulting from the investment performance
of the Separate Account is not taxable to the Contract Owner until received by
him. Contract Owners that are not natural persons, however, are currently
taxable on any increase in the Accumulation Value attributable to Purchase
Payments made to such Contracts after February 28, 1986.
 
     Taxation of Distributions. In general, partial redemptions that are not
received as an annuity under a Non-Qualified Contract purchased after August 13,
1982 (or allocated to post-August 13 Purchase Payments under a pre-existing
Contract) are taxed as ordinary income to the extent of the accumulated income
or gain under the Contract. Partial redemptions from a Non-Qualified Contract
purchased before August 14, 1982, are taxed only after the Contract Owner has
received all of his "investment in the Contract" (Purchase Payments less any
amounts previously received and excluded from gross income.)
 
     In the case of a complete redemption of a Non-Qualified Contract
(regardless of the date of purchase), the amount received will be taxed as
ordinary income to the extent that it exceeds the Contract Owner's investment in
the Contract.
 
     If a Contract Owner purchases two or more Contracts from the Company (or an
affiliated company) within any twelve month period after October 21, 1988, those
Contracts are treated as a single Contract for purposes of measuring the income
on a partial redemption or complete surrender.
 
     When payments are received as an annuity, the Contract Owner's investment
in the Contract is treated as received ratably over the expected payment period
of the annuity and excluded from gross income as a tax-free return of capital.
Individuals who start receiving annuity payments on or after January 1, 1987,
can exclude from income only their unrecovered investment in the Contract. Where
such individuals die before they have recovered their entire investment in the
Contract on a tax-free basis, they generally are entitled to a deduction of the
unrecovered amount on their final tax return.
 
     In addition to regular income taxes, there is a 10% penalty tax on the
taxable portion of a distribution received before age 59 1/2 under a
Non-Qualified Contract, unless the distribution is: (1) made to a Beneficiary on
or after death of the Contract Owner; (2) made upon the disability of the
Contract Owner; (3) part of a series of substantially equal annuity payments for
the life or life expectancy of the Contract Owner or the Contract Owner and
Beneficiary; (4) made under an immediate annuity contract; or (5) allocable to
Purchase Payments made prior to August 14, 1982.
 
     Required Distributions. In contrast with the required distribution rules
described above for Contracts purchased under employer-sponsored retirement
programs, the Code does not require a Contract Owner under a Non-Qualified
Contract to commence receiving distributions at any particular time and does not
limit the duration of annuity payments. However, upon the death of the Contract
Owner prior to the commencement of annuity payments, the amount accumulated
under the Contract must be distributed within five years or, if distributions to
a beneficiary designated under the Contract start within one year of the
Contract Owner's death, distributions are permitted over the life of the
beneficiary or over a period not extending beyond the beneficiary's life
expectancy. If the Contract Owner has started receiving annuity distributions
prior to his death, distributions must continue at least as rapidly as under the
method in effect at the date of his death.
 
     Tax-Free Exchanges. Certain of the Non-Qualified single payment deferred
annuity contracts permit the Contract Owner to exchange his contract for a new
deferred annuity contract prior to the commencement of annuity payments. Under
section 1035 of the Code, the exchange of one annuity contract for another is
not a taxable transaction, but is reportable to the IRS.
 
                                       40
<PAGE>   136
 
EFFECT OF TAX-DEFERRED ACCUMULATIONS
 
     The charts below compare accumulations attributable to contributions to (1)
Contracts purchased with pre-tax contributions under tax-favored retirement
programs, (2) Non-Qualified Contracts purchased with after tax contributions and
(3) conventional savings vehicles such as savings accounts.
 
                           TAX-DEFERRED ACCUMULATION
 
                                  [Bar Graph]

This hypothetical chart compares the results of contributing $100 per month
($138.89 for the tax-favored program because contributions are before-tax). It
assumes a 28% tax rate and an 8% fixed rate of return (before fees and charges).
The deduction of fees and charges is reflected in the chart. The dotted lines
represent amounts remaining after withdrawal and payment of taxes and any
surrender charges. An additional 10% tax penalty may apply to withdrawals before
age 59 1/2.

     Unlike savings accounts, contributions to tax-favored retirement programs
and Non-Qualified Contracts provide tax-deferred treatment on earnings. In
addition, contributions to tax-favored retirement programs ordinarily are not
subject to income tax until withdrawn. As shown above, investing in a
tax-favored program increases the accumulation power of savings over time. The
more taxes saved and reinvested in the program, the more the accumulation power
effectively grows over the years.
 
     To further illustrate the advantages of tax-deferred savings using a 28%
Federal tax bracket, an annual fixed yield (BEFORE THE DEDUCTION OF ANY FEES OR
CHARGES) of 8% under a tax-favored retirement program in which tax savings were
reinvested has an equivalent annual fixed yield of 5.76% under a conventional
savings program. THE 8% YIELD ON THE TAX-FAVORED PROGRAM WILL BE REDUCED BY THE
IMPACT OF INCOME TAXES UPON WITHDRAWAL. The yield will vary depending upon the
timing of withdrawals. The previous chart shows the actual after-tax amounts
that would be received.
 
     As indicated above, contributions to tax-favored retirement programs are
not subject to Federal income tax unless and until withdrawn. Accumulations
under tax-favored retirement programs are not required to be withdrawn until age
70 1/2. There may be restrictions on withdrawals of certain types of
contributions until age 59 1/2, separation from service, death, disability or
hardship. Withdrawals before age 59 1/2 generally are subject to a 10% penalty
tax in addition to regular income tax, but withdrawals may be eligible for total
or partial rollover to an IRA or another retirement program.
 
     By taking into account the current deferral of taxes, these contributions
to tax-favored retirement programs, increase the amount available for savings by
decreasing the relative current out-of-pocket cost of the investment. The chart
below illustrates this principle:
 
                              PAYCHECK COMPARISON
 
<TABLE>
<CAPTION>
                                TAX-FAVORED
                                RETIREMENT      SAVINGS
                                PROGRAM         ACCOUNT
                                -------         -------
<S>                             <C>             <C>
Set Aside.....................  $ 2,500         $ 2,500
Tax Deferred until
  withdrawal..................     (700)             --
Current Out-of-Pocket.........  $ 1,800         $ 2,500
</TABLE>
 
     This chart compares a $2,500 contribution and assumes a 28% Federal tax
bracket.
 
FUND DIVERSIFICATION
 
     Separate Account investments must be adequately diversified in order for
the increase in the value of Non-Qualified Contracts to receive tax-deferred
treatment. In order to be adequately diversified, each portfolio of the Fund
must, as of the end of each calendar quarter or within 30 days thereafter, have
no more than 55% of its assets invested in any one investment, 70% in any two
investments, 80% in any three investments and 90% in any four investments.
Failure of a Fund portfolio to meet the diversification requirements could
result in tax liability to Non-Qualified Contract Owners.
 
     Each of the portfolios of the Fund expects to meet the diversification
requirements above and assure tax deferred treatment for holders of any
Non-Qualified Contracts.
 
     The investment opportunities of the Fund could conceivably be limited by
adhering to the above diversification requirements. This would affect all
Contract Owners, including those own-
 
                                       41
<PAGE>   137
 
ers of Qualified Contracts for whom diversification is not a requirement for
tax-deferred treatment.
 
VOTING RIGHTS
 
     The Contract Owner during the Accumulation Period, the Annuitant during the
Annuity Period, or the Beneficiary after the Annuitant's death, will be entitled
to give instructions to the Company as to how Fund shares held in the Divisions
attributable to the Participant Account or variable annuity should be voted at
meetings of shareholders of the Series Company. Those persons entitled to give
voting instructions will be determined as of the record date for the meeting.
 
     During the Accumulation Period, each Annuitant (other than Annuitants under
Contracts issued in connection with non-qualified and unfunded deferred
compensation plans) will have the right to give instructions for those votes,
notwithstanding that the Contract Owner may be the Annuitant's employer.
Contract Owners will instruct the Company in accordance with such instructions.
 
     The number of Fund shares held in a Division deemed attributable to a
Participant Account prior to the Annuity Date and during the lifetime of the
Annuitant will be determined on the basis of the value of Accumulation Units
credited to the Participant Account as of the record date. On or after the
Annuity Date or after the death of the Annuitant, the number of Fund shares
deemed attributable to the Participant Account will be based on the liability
for future variable annuity payments to the payee under the Contract as of the
record date. Such liability for future payments will be calculated on the basis
of the mortality assumptions and the Assumed Investment Rate used in determining
the number of Annuity Units credited to the Participant Account and the
applicable Annuity Unit value on the record date. During the Annuity Period, the
number of votes attributable to a variable annuity will generally decrease since
funds set aside for an Annuitant will decrease.
 
     Persons who are entitled to vote will receive proxy material and a form on
which voting instructions may be given. Fund shares held in the Separate Account
or any other registered separate account of the Company or its affiliates that
are or are not attributable to annuity contracts as to which no instructions
have been received will be voted for or against any proposition in the same
proportion as the shares for which voting instructions have been received by
that separate account. Fund shares held in unregistered separate accounts of the
Company or its affiliates will be voted in the same proportion as the aggregate
of (a) the shares for which voting instructions are received and (b) the shares
that are voted in proportion to such voting instructions. However, if the
Company or an affiliate determines that it is permitted to vote any such shares
of the Fund in its own right, it may elect to do so, subject to the then current
interpretation of the 1940 Act and the rules thereunder.
 
OTHER VARIABLE ANNUITY
CONTRACTS
 
     In addition to the Contracts described in this prospectus, the Company has
made the Separate Account available to fund other group and individual variable
annuity contracts, formerly funded through the Company's Separate Account One
and the Company's Separate Account Two. These Contracts, which are funded
exclusively through Division Ten of the Separate Account, impose different
charges at the Separate Account level than the ones imposed on the Contracts
described in this prospectus.
 
     The other contracts listed above are described in and offered pursuant to
separate prospectuses.
 
EXCHANGE OFFERS
 
GENERAL
 
     The Company is making an exchange offer to annuitants and contract owners
under certain of its outstanding fixed annuity contracts (including both "Fixed
Contracts" and "Compounder Contracts") or under certain outstanding variable
annuity contracts formerly issued through the Company's Separate Account One
("SA-1 Contracts"), Separate Account Two ("SA-2 Contracts"), and certain
variable annuity contracts currently issued through Separate Account A ("UIT-981
Contracts"). The exchange will be available only as to contracts under which the
Company has not yet started making annuity payments. Eligible annuitants and
contract owners may exchange their current Fixed, Compounder SA-1, SA-2, and/or
UIT-981 Contracts ("Existing Contracts") for one of the new variable annuity
Contracts ("New Contracts") of the type described in this prospectus.
 
                                       42
<PAGE>   138
 
     The New Contract will have the same accumulation value as the exchanged
Existing Contract and, in addition, will have certain new features which may
prove advantageous. Annuitants under New Contracts may choose up to seven of the
ten available investment options, including two fixed accumulation options,
whereas fewer options are available under the Existing Contracts. Also, the New
Contracts have a surrender charge rather than the front end sales load imposed
under the SA-1, SA-2 and Compounder Contracts. Fees and charges under the New
Contracts are different from those under Existing Contracts, and in some cases
may be higher, and the guaranteed annuity rates may be less favorable.
Differences between New and Existing Contracts are described more fully below.
 
DIFFERENCES BETWEEN NEW AND EXISTING CONTRACTS
 
     If you currently have a Fixed or a Compounder Contract, you should refer to
the form of contract (or certificate thereunder) for its terms and conditions.
You should refer to the most recently dated prospectus for a complete
description of your variable annuity contract's terms and conditions. That
prospectus is incorporated herein by reference, and you may obtain an additional
copy free of charge by contacting the nearest Regional Office of the Company.
(The addresses for these offices appear on the inside back cover of this
prospectus.) The most important differences between Existing Contracts and New
Contracts are discussed below.
 
     Sales Charges. Under the SA-1, SA-2 and Compounder Contracts, a sales and
administrative charge is deducted from each purchase payment. This charge ranges
from 5% on the first $5,000 of purchase payments to 3% of purchase payments in
excess of $15,000.
 
     Under the Fixed and UIT-981 Contracts, no sales charge is deducted at the
time a purchase payment is made, but a surrender charge may be imposed on total
or partial surrenders. The surrender charge under UIT-981 Contracts is equal to
5% of any purchase payments withdrawn within three years of the date such
purchase payments were made. The surrender charge under the Fixed Contracts is
equal to 7% of purchase payments withdrawn within five years of the date such
purchase payments were made. For these purposes, the most recent purchase
payments are deemed to be withdrawn first. A partial surrender of up to 10% of
the account value may be made once in a Participant Year without any surrender
charge being imposed. No surrender charge is imposed if an account under a Fixed
Contract has been in effect for fifteen years, if an individual type Existing
Contract is exchanged for a group type New Contract, different state
nonforfeiture law provisions may be applicable, which could result in a lesser
amount being payable on surrender than otherwise would be the case.
 
     The New Contracts also impose a charge upon total or partial surrenders and
do not deduct a sales charge at the time a purchase payment is made. The
surrender charge under the New Contracts may not exceed 5% of any purchase
payments which are withdrawn within five years of the date such purchase
payments were made. The most recent purchase payments are deemed to be withdrawn
first. Furthermore, a partial surrender of up to 10% of the account value may be
made once in a Participant Year free of any surrender charge which would
otherwise apply. The Company may decrease the surrender charge applicable to a
particular New Contract if it estimates that its expenses will be lower for that
Contract. No surrender charge is imposed: (a) if an account has been in effect
for fifteen years, (b) if the employee has maintained the account for a period
of seven years and has attained the age of 59 1/2, or (c) the Participant is
disabled. For purposes of satisfying these fifteen-year and seven-year holding
period requirements, the New Contract or certificate thereunder will be deemed
to have been issued on the same date as the Existing Contract or certificate
thereunder, but no earlier than January 1, 1982.
 
     A sales charge has already been paid on purchase payments made in the past
under SA-1, SA-2 and Compounder Contracts. Therefore, if an SA-1, SA-2 or
Compounder Contract is exchanged for a New Contract, the surrender charge under
the New Contract will not apply to the amount of accumulation value applied to
the New Contracts (the "Exchanged Amount.") Purchase payments made subsequent to
the exchange, however, will be subject to the surrender charge under the New
Contracts. In the case of a partial surrender, all such subsequent purchase
payments will be deemed to be withdrawn before any of the Exchanged Amount is
deemed to be withdrawn. No exchange pursuant to this offer will be allowed
within 120 days of a transfer of fixed
 
                                       43
<PAGE>   139
 
accumulations under an SA-1 or SA-2 contract to the variable portion of such
contract.
 
     If a UIT-981 or Fixed Contract is exchanged for a New Contract, the
surrender charge under the UIT-981 or Fixed Contract will not apply to the
exchanged amount. However, in the case of a total or partial surrender, Purchase
Payments under the UIT-981 Contract or under the Fixed Contract, which were
exchanged into a New Contract and which were made within three years before the
date of the exchange in the case of the UIT-981 Contract or within five years
before the date of the exchange in the case of the Fixed Contract (Exchanged
Purchase Payments) will be subject to a surrender charge under the New Contract
if withdrawn within five years of the date the Exchanged Purchase Payments were
made. Exchanged Purchase Payments will be deemed to have been made under the New
Contract on the date they were made to the Fixed or the UIT-981 Contract for
purposes of calculating the surrender charge under the New Contracts. A 2%
additional surrender charge will be imposed on Exchanged Purchase Payments which
were made under a Fixed Contract within the preceding five years, which were not
previously subject to any surrender charge, and which are withdrawn within one
year after a Fixed Contract is exchanged for a New Contract. For purposes of
this 2% charge, such Exchanged Purchase Payments will be deemed to be withdrawn
first.
 
     Administrative and Risk Charges. Under the SA-1, SA-2 and Compounder
Contracts, a charge of a percentage of each purchase payment is made for
administrative expenses. For Compounder Contracts and most SA-1 and SA-2
Contracts, the charge is 1.25%. For SA-1 and SA-2 Contracts, the charges are
included in the sales charges (see discussion above). An additional daily charge
(at an annual rate of 1% of total net assets attributable to a SA-1 Contract and
ranging from .21% to .85% of total net assets attributable to a SA-2 Contract)
is made for mortality and expense risks assumed by the Company. The total of
these expense charges and certain other charges imposed against SA-1 and SA-2
Contracts is limited to a maximum of the rate imposed on SA-1 and SA-2 Contracts
which was charged on April 1, 1987. (See prospectus for SA-1 and SA-2 Contracts,
dated April 20, 1987.)
 
     Under UIT-981 Contracts, a $30 annual charge is assessed once a year to
cover administrative expenses. The charge may, with prior regulatory approval if
required, be increased or decreased. In addition, a daily charge is made at an
annual rate of 1% of the net asset value allocable to the UIT-981 Contracts to
cover administrative expenses (other than those covered by the annual charge)
and the mortality risk assumed by the Company.
 
     There are no administrative and risk charges under the Fixed Contracts.
 
     Under the New Contracts, a maintenance charge of $20 is assessed for the
first year and an annual charge of $15 is assessed for the second and later
years during the accumulation period. The charge is due in quarterly
installments. The charge may, with prior regulatory approval, if necessary, be
increased or decreased and may be reduced or waived on particular New Contracts
if the Company's administrative expenses are expected to be lower for that
contract.
 
     If a UIT-981 Contract is exchanged for a New Contract on or after the
annual charge is assessed, the maintenance charge will not be refunded. In
addition, the New Contract will be subject to the maintenance charge under the
New Contract.
 
     Variable Investment Alternatives. Under SA-1 and SA-2 Contracts, only one
division of Separate Account A is available, which invests in a portfolio of the
Series Company. This portfolio is managed by the Company for advisory fees at
annual rates ranging from .35% to .75% of the portfolio's average monthly net
assets. (Under a "grandfathering" arrangement, the total advisory fees and
certain other charges imposed against SA-1 and SA-2 Contracts are limited to a
maximum of the rate charged on April 1, 1987. (See the prospectus for those
Contracts dated April 20, 1987.))
 
     Under UIT-981 Contracts, five divisions of Separate Account A are
available, each investing in shares of a different underlying mutual fund of the
Series Company portfolio. The five mutual funds are managed by the Company for
advisory fees at annual rates ranging from .32% to .75% of each respective
portfolio's average daily net assets.
 
     Under the New Contracts, ten divisions of Separate Account A are available,
each investing in a different investment portfolio of the Series Company. The
investment portfolios are managed
 
                                       44
<PAGE>   140
 
by the Company for advisory fees at annual rates ranging from .35% to .75% of
each portfolio's average monthly net assets. In addition, two fixed investment
options are available.
 
     Annuity payments under SA-1, SA-2 and UIT-981 Contracts and the New
Contracts may be made on a fixed or variable basis, or a combination of both.
During the period following commencement of annuity payments (the annuity
period), SA-1 and SA-2 Contracts make no provision for transfers from a separate
account to provide a fixed annuity. The option, subject to certain conditions,
is available under the New Contracts as well as under UIT-981 Contracts.
 
     Annuity Options. One option under the New Contracts provides for annuity
payments to be made for a selected number of years between 3 and 30 on a fixed
basis only. Under SA-1, UIT-981, Fixed and Compounder Contracts, this option is
limited to 15 years. Under the SA-1 and SA-2 Contracts, such payments may be on
either a fixed or variable basis. SA-2 Contracts do not provide a designated
period option. Under the UIT-981, SA-1, Fixed and Compounder Contracts, the
designated period option may, subject to adverse tax consequences, be commuted
at any time for its remaining value. No such commutation is available under the
New Contracts.
 
     The SA-1 Contracts provide an option for monthly variable annuity payments
to be made at a level payment basis during each year of the annuity period. The
New Contracts do not provide this option.
 
     To satisfy a Federal tax law requirement, non-spouse beneficiaries under a
New Contract generally must receive the entire benefit payable upon the death of
the Annuitant over their life expectancy or within five years of the Annuitant's
death. This requirement is inapplicable to Existing Contracts or certificates
issued before January 19, 1985 if not exchanged.
 
     Betterment of Rates. The New Contracts, the UIT-981 Contracts and the Fixed
Contracts provide that annuity payments for fixed annuities will be based on
mortality tables then being used by the Company, if more favorable to the
Annuitant than those included in the Contract. The SA-1 Contracts contain a
similar "betterment of rates" provision which is applicable to both fixed and
variable annuities. The Compounder and SA-2 Contracts contain no betterment of
rates provision.
 
     Guaranteed Annuity Rates. Mortality rates have improved since annuity rates
were developed for the Existing Contracts. Therefore, the annuity rates
guaranteed in the New Contracts are less favorable to Contract Owners and
annuitants than those guaranteed in the Existing Contracts. However, the current
annuity rates being charged for fixed annuities under the "betterment of rates"
provisions discussed above are more favorable than those guaranteed under the
New or the Existing Contracts. Of course, no assurance can be given that this
will continue to be true at the time of annuitization for a given contract.
Guaranteed annuity rate tables are set forth in your Existing Contract or in
current endorsements thereto. Those guaranteed for New Contracts are set forth
therein, and copies may be obtained from one of the Company's Regional Offices
listed on the inside back cover of this prospectus.
 
AGENTS' AND MANAGERS' RETIREMENT PLAN
EXCHANGE OFFER
 
     General. All eligible agents and managers of the Company are allowed to
participate in the Company's Agents' and Managers' Retirement Plan ("Plan"). The
Company is granting to participants in the Plan the right to effect a voluntary
exchange of their units of interest under the SA-1 contracts for the equivalent
units of interest in the New Contracts.
 
     Participants who enter into the voluntary exchange will not incur under the
New Contracts any surrender charges or annual maintenance fees. Other
individuals who are not eligible agents and managers of the Company who may
exchange their units of interest under the SA-1 contracts for the equivalent
units of interest in the New Contracts may have imposed under the New Contract
such charges and fees. All other provisions with regard to exchange offers
referenced in the section entitled "Exchange Offers" will apply to the Agents'
and Managers' Retirement Plan Exchange Offer.
 
     Pursuant to this voluntary exchange offer, participants in the Plan will
have three options to choose from. As to the funding vehicle for their
 
                                       45
<PAGE>   141
 
purchase payment plan, the participant may choose to:
 
     1. remain in the SA-1 contract.
 
     2. leave current assets in the SA-1 contract and direct future purchase
        payments to the New Contract; or
 
     3. transfer all current assets and future purchase payments to the New
        Contract.
 
     If the participant chooses to remain in the SA-1 contract, future purchase
payments and current assets will be controlled by the provisions of the SA-1
contract. If the participant chooses to leave current assets in the SA-1
contract and direct future purchase payments to the New Contract, the current
assets will be controlled by the provisions of the SA-1 contract. The future
purchase payments will be controlled by the terms of the New Contract subject to
the exception that surrender charges and annual maintenance fees will not be
imposed under the New Contract. If the participant chooses to transfer all
current assets and future purchase payments to the New Contract, such current
assets and future purchase payments will be controlled by the provisions of the
New Contract subject to the exception that surrender charges and annual
maintenance fees will not be imposed under the New Contract.
 
     Once a participant transfers assets and future purchase payments to the New
Contract the participant will not be permitted to exchange back to the SA-1
contract. If a participant chooses to transfer future purchase payments but not
current assets to the New Contract, the participant will be allowed at a later
date to transfer the current assets to the New Contract. For a complete analysis
of the differences between the SA-1 contract and the New Contract, you should
refer to the section entitled "Differences Between New and Existing Contracts"
and the form of the contract or certificate for its terms and conditions.
 
TAXES AND CONVERSION COSTS
 
     The Company will impose no fee or charge in connection with conversion.
Please see discussion of "Federal Tax Matters" in the prospectus regarding the
Federal income tax treatment of the New Contracts.
 
AVAILABILITY OF OFFER
 
     Current owners or annuitants wishing to exchange should contact any
Regional Office at 1-800-44-VALIC for assistance. Partial exchanges are not
permitted and, once this privilege has been exercised, any exchange back to the
Existing Contract will not be made on these terms. This exchange offer is not
applicable to any outstanding fixed annuity contracts except the Compounder
series contracts (Contract Forms C-I-75 and IFA-78) and those fixed contracts on
forms GFA-582 and IFA-582. THE COMPANY RESERVES THE RIGHT TO TERMINATE OR
SUSPEND THE EXCHANGE OFFER AT ANY TIME.
 
                                       46
<PAGE>   142
 
                                    APPENDIX
 
     Additional Fee Table Example for Independence Plus Contract without a
surrender charge or maintenance fees imposed.
 
Example #3 -- Assuming no surrender charge or maintenance fees.
 
Total Expenses. You would pay the following expenses on a $1,000 investment
under a typical Independence Plus Contract without a surrender charge or
maintenance fees imposed, invested in a Separate Account Division as listed
below, assuming a 5% annual return on assets:
 
   
<TABLE>
<CAPTION>
                                                          1          3          5          10
                                                         YEAR       YEARS      YEARS      YEARS
                                                         ----       ----       ----       -----
<S>                                                      <C>        <C>        <C>        <C>
Stock Index Division...................................  $ 14       $ 44       $ 76       $ 166
MidCap Index Division(1)...............................    15         46         79         173
Small Cap Index Division...............................    15         46         79         173
International Equities Division........................    15         46         79         174
Social Awareness Division..............................    16         50         86         188
Timed Opportunity Division.............................    16         50         86         188
Capital Conservation Division..........................    16         50         86         188
Government Securities Division.........................    16         50         86         188
International Government Bond Division.................    16         50         87         189
Money Market Division..................................    16         50         86         187
</TABLE>
    
 
- ---------------
 
(1) Effective October 1, 1991 the Capital Accumulation Fund changed its name to
    the MidCap Index Fund and amended its investment objective, investment
    program and investment restrictions accordingly. Total Fund expenses
    expressed as a percentage of Fund assets represent expenses of the Capital
    Accumulation Fund prior to October 1, 1991.
 
                                       47
<PAGE>   143
 
                REVOCATION OF TELEPHONE ASSET TRANSFER AUTHORITY
    Participant/Contract Owner Name:
 
    ------------------------------------------------------------------------
    Social Security Number:
 
    ------------------------------------------------------------------------
    Birth Date:
 
     I am the Participant under or Contract Owner of one or more variable
annuity contracts issued by The Variable Annuity Life Insurance Company
("VALIC"). I hereby instruct VALIC not to accept any telephone instructions to
transfer Accumulation Values among investment options or change the allocation
of future Purchase Payments from me, anyone representing me or anyone
representing himself or herself to be me. I understand as a result of executing
this form that the transfer of Accumulation Values or Annuity Values among
investment options or changes in the allocation of future Purchase Payments may
only be effected upon the receipt by VALIC of my written instructions.
 
<TABLE>
<S>                                                                  <C>
- ----------------------------------------------------------------     ------------------------
              Participant/Contract Owner Signature                             Date
Mail this form to any Regional Office (see the last page of your prospectus for addresses) or
  to the Home Office at the following address: VALIC, Customer Service A3-01, 2929 Allen
Parkway, Houston, TX 77019.
</TABLE>
 
                                       48
<PAGE>   144
 
Please tear off, complete and return the form below to one of our Regional
Offices at the address shown on the inside back cover of this Prospectus. A
Statement of Additional Information may also be ordered by calling
1-800-44-VALIC.
 
 ................................................................................
 
                          INDEPENDENCE PLUS CONTRACTS
 
Please send me a free copy of the Statement of Additional Information for The
Variable Annuity Life Insurance Company Separate Account A (Independence Plus
Contract Series).
 
                             (Please Print or Type)
 
- --------------------------------------------------------------------------------
 
    Name:                                   G.A. #
 
    ---------------------------------------          ---------------------------
                                          
    Address:                                Policy #
 
    ---------------------------------------          ---------------------------
 
    ---------------------------------------
                                           
    Social Security Number:                
                                           
    ---------------------------------------
 
- --------------------------------------------------------------------------------
 
                                       49
<PAGE>   145
 
                CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
 
<TABLE>
<CAPTION>
                                                                                        PAGE
                                                                                        ----
<S>                                                                                     <C>
General Information....................................................................   2
Marketing Information..................................................................   2
Types of Variable Annuity Contracts....................................................   3
Calculation of Surrender Charge........................................................   5
     Illustration of Surrender Charge on Total Surrender...............................   5
     Illustration of Surrender Charge on a 10% Partial Surrender Followed by a Full
      Surrender........................................................................   6
Accumulation Unit Value................................................................   7
     Illustration of Calculation of Accumulation Unit Value............................   7
     Illustration of Purchase of Accumulation Units....................................   7
Performance Calculations...............................................................   7
     Money Market Division Yields......................................................   7
          Calculation of Yield for Money Market Division Six...........................   7
          Illustration of Calculation of Yield for Money Market Division Six...........   7
          Calculation of Effective Yield for Money Market Division Six.................   7
          Illustration of Calculation of Effective Yield for Money Market Division
         Six...........................................................................   7
     Standardized Yield for Divisions Seven, Eight and Thirteen........................   8
          Calculation of Standardized Yield for Divisions Seven, Eight and Thirteen....   8
          Illustration of Calculation of Standardized Yield for Divisions Seven, Eight
         and Thirteen..................................................................   8
          Calculation of Average Annual Total Return...................................   8
Performance Information................................................................   9
     Performance Compared to Market Indices............................................   9
     Stock Index Division Ten Performance Compared to S&P 500 Index....................  11
     MidCap Index Division Four Performance Compared to Relevant Index.................  12
     Small Cap Index Division Fourteen Performance Compared to Russell 2000 Index......  13
     International Equities Division Eleven Performance Compared to EAFE Index.........  13
     Social Awareness Division Twelve Performance Compared to S&P 500 Index............  14
     Timed Opportunity Division Five Performance Compared to S&P 500 Index, Merrill
      Lynch Corporate and Government Master Index and Certificate of Deposit Primary
      Offering by
       New York City Banks, 30 Day Index...............................................  14
     Capital Conservation Division Seven Performance Compared to Merrill Lynch
       Corporate Master Index..........................................................  15
     Government Securities Division Eight Performance Compared to Lehman Brothers
       U.S. Treasury Composite Index...................................................  16
     International Government Bond Division Thirteen Performance Compared to Salomon
       Brothers Non U.S. Dollar World Government Bond Index............................  16
     Money Market Division Six Performance Compared to Certificate of Deposit Primary
       Offering by New York City Banks, 30 Day Index...................................  17
Annuity Payments.......................................................................  17
     Assumed Investment Rate...........................................................  17
     Amount of Annuity Payments........................................................  17
     Annuity Unit Value................................................................  19
     Illustration of Calculation of Annuity Unit Value.................................  19
     Illustration of Annuity Payments..................................................  19
Distribution of Variable Annuity Contracts.............................................  19
Experts................................................................................  19
Comments on Financial Statements.......................................................  21
</TABLE>
 
                                       50
<PAGE>   146
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                 FOR ADDITIONAL INFORMATION ABOUT THE CONTRACTS
                     CONTACT YOUR NEAREST REGIONAL OFFICE:
 
   
10851 N. Black Canyon Hwy.
Suite 700
Phoenix, AZ 85029
(602) 678-1700
    
 
222 South Harbor Blvd.
10th Floor
Anaheim, CA 92805
(714) 774-7844
 
1900 O'Farrell St.
Suite 390
San Mateo, CA 94403
(415) 574-5433
 
165 South Union Blvd. West
Suite 1050
Lakewood, CO 80228
(303) 988-3344
 
10006 N. Dale Mabry Hwy.
Suite 113
Tampa, FL 33618
(813) 961-1611
 
   
100 Ashford Center North
Suite 100
Atlanta, GA 30338
(770) 395-4700
    
 
230 West Monroe
Suite 1550
Chicago, IL 60606
(312) 368-1001
 
8555 North River Road
Suite 420
Indianapolis, IN 46240
(317) 574-7145
 
7310 Ritchie Highway
Suite 800
Glen Burnie, MD 21061
(410) 768-2330
 
1301 West Long Lake Road
Suite 340
Troy, MI 48098
(810) 641-0022
8500 Normandale Lake Blvd.
Suite 750
Bloomington, MN 55437
(612) 893-1099
 
410 Amherst Street
Suite 250
Nashua, NH 03063
(603) 883-3840
 
90 Woodbridge Ctr. Dr.
Suite 410
Woodbridge, NJ 07095
(908) 750-5611
 
University Tower
3100 Tower Blvd.
Suite 1601, Box 50
Durham, NC 27707
(919) 489-6529
 
Two Summit Park Drive
Suite 410
Independence, OH 44131
(216) 520-2028
 
1800 S.W. First Avenue
Suite 505
Portland, OR 97201
(503) 223-6288
 
1767 Sentry Pkwy. West 19
Suite 300
Blue Bell, PA 19422
(215) 646-8030
 
   
5400 LBJ Freeway
Suite 1340
Dallas, TX 75240
(214) 490-1515
    
 
800 Gessner
Suite 1280
Houston, TX 77024
(713) 465-2253
 
 THERE ARE ALSO MORE THAN THIRTY BRANCH OFFICES LOCATED THROUGHOUT THE COUNTRY.
 
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
            2929 ALLEN PARKWAY, HOUSTON, TEXAS 77019 1-800-44-VALIC
                           TDD NUMBER 1-800-35-VALIC
   
                FOR UNIT VALUE INFORMATION CALL: 1-800-42-VALIC
             FOR ASSET TRANSFERS BY TELEPHONE CALL: 1-800-42-VALIC
    
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   147
   
 
                                      LOGO
 
                                 Printed Matter
                       Printed in U.S.A. VA 9079 REV 5/96
         (C)The Variable Annuity Life Insurance Company, Houston, Texas
 
                                                            Recycled Paper  LOGO
    


<PAGE>   148
 
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT A
                       UNITS OF INTEREST UNDER GROUP AND
                     INDIVIDUAL VARIABLE ANNUITY CONTRACTS
                       INDEPENDENCE PLUS CONTRACT SERIES
        ----------------------------------------------------------------
 
                      STATEMENT OF ADDITIONAL INFORMATION
        ----------------------------------------------------------------
 
                                FORM N-4 PART B
   
                                  MAY 1, 1996
    
 
This Statement of Additional Information is not a prospectus but contains
information in addition to that set forth in the Prospectus for the Independence
Plus Contract Series* dated May 1, 1996 ("Contracts") and should be read in
conjunction with the Prospectus. The terms used in this Statement of Additional
Information have the same meaning as those set forth in the Prospectus. A
Prospectus may be obtained by calling or writing the Company, or The Variable
Annuity Marketing Company (the "Underwriter") at 2929 Allen Parkway, Houston,
Texas 77019; 1-800-44-VALIC. Prospectuses are also available from regional sales
offices of the Underwriter or from its registered sales representatives.
 
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                   PAGE
                                                   ---
<S>                                                <C>
General Information..............................    2
Marketing Information............................    2
Types of Variable Annuity Contracts..............    3
Calculation of Surrender Charge..................    5
  Illustration of Surrender Charge on Total
    Surrender....................................    5
  Illustration of Surrender Charge on a 10%
    Partial Surrender Followed by a Full
    Surrender....................................    6
Accumulation Unit Value..........................    7
  Illustration of Calculation of Accumulation
    Unit Value...................................    7
  Illustration of Purchase of Accumulation
    Units........................................    7
Performance Calculations.........................    7
  Money Market Division Yields...................    7
  Calculation of Yield for Money Market Division
    Six..........................................    7
  Illustration of Calculation of Yield for Money
    Market Division Six..........................    7
  Calculation of Effective Yield for Money Market
    Division Six.................................    7
  Illustration of Calculation of Effective Yield
    for
    Money Market Division Six....................    7
Standardized Yield for Divisions Seven, Eight and
  Thirteen.......................................    8
  Calculation of Standardized Yield for Divisions
    Seven, Eight and Thirteen....................    8
  Illustration of Calculation of Standardized
    Yield for Divisions Seven, Eight and
    Thirteen.....................................    8
  Calculation of Average Annual Total Return.....    8
Performance Information..........................    9
  Performance Compared to Market Indices.........    9
  Stock Index Division Ten Performance Compared
    to S&P 500 Index.............................   11
  MidCap Index Division Four Performance
    Compared to Relevant Index...................   12
 
<CAPTION>
                                                   PAGE
                                                   ---
<S>                                                <C>
  Small Cap Index Division Fourteen Performance
    Compared to Russell 2000([) Index............   13
  International Equities Division Eleven
    Performance Compared to EAFE Index...........   13
  Social Awareness Division Twelve Performance
    Compared to S&P 500 Index....................   14
  Timed Opportunity Division Five Performance
    Compared to S&P 500([) Index, Merrill Lynch
    Corporate and Government Master Index and
    Certificate of Deposit Primary Offering by
    New York City Banks, 30 Day Index............   14
  Capital Conservation Division Seven Performance
    Compared to Merrill Lynch Corporate Master
    Index........................................   15
  Government Securities Division Eight
    Performance Compared to Lehman Brothers U.S.
    Treasury Composite Index.....................   16
  International Government Bond Division Thirteen
    Performance Compared to Salomon Brothers Non
    U.S. Dollar World Government Bond Index......   16
  Money Market Division Six Performance Compared
    to Certificate of Deposit Primary Offering by
    New York City Banks, 30 Day Index............   17
Annuity Payments.................................   17
  Assumed Investment Rate........................   17
  Amount of Annuity Payments.....................   17
  Annuity Unit Value.............................   19
  Illustration of Calculation of Annuity Unit
    Value........................................   19
  Illustration of Annuity Payments...............   19
  Distribution of Variable Annuity Contracts.....   19
  Experts........................................   19
  Comments on Financial Statements...............   21
</TABLE>
 
(*The Independence Plus Contract Series is composed of Contract Forms UIT-585
and UITG-585.)
 
   
VA 9079-1, REV. 5/96
    
 
                                        1
<PAGE>   149
 
                              GENERAL INFORMATION
 
     The Variable Annuity Life Insurance Company ("the Company") is a stock life
insurance company organized under the laws of the State of Texas and is engaged
primarily in the offering and issuance of fixed and variable retirement annuity
contracts and combinations thereof. The Company also is licensed to write life
insurance in all states (other than Connecticut) and the District of Columbia,
and annuities in all fifty states and the District of Columbia. The Company is
an indirectly wholly owned subsidiary of American General Corporation (formerly
American General Insurance Company).
 
     On April 18, 1979, the Board of Directors of the Company established
Separate Account A (the Separate Account) in accordance with the Texas Insurance
Code. The Separate Account is registered with the U.S. Securities and Exchange
Commission as a unit investment trust under the Investment Company Act of 1940
(the "1940 Act").
 
     Each Division of the Separate Account invests in the shares of a
diversified, open-end, management-type investment company registered under the
1940 Act, or one of thirteen investment portfolios of a diversified, open-end,
management investment company registered under the 1940 Act. The Separate
Account currently is made up of twenty one Divisions, ten of which are available
as variable investment options under the Contracts (Divisions Four, Five, Six,
Seven, Eight, Ten, Eleven, Twelve, Thirteen and Fourteen), except that Division
Eight is currently not available to Non-Qualified Contracts.
 
MARKETING INFORMATION
 
     The Company has targeted not-for-profit organizations as the central focus
of its marketing efforts for its Contracts. The Company has utilized as its
general marketing theme the concept that the Company is "America's Retirement
Plan Specialists." Specifically, the Company's marketing thrust is aimed at
individuals and groups associated with public and private schools, colleges and
universities, not-for-profit health care organizations, state and local
governments and other not-for-profit organizations.
 
   
     This marketing concept has proven to be successful. In the aggregate,
premium deposits to the Company have grown from $37,000 in 1956 to more than
$2.5 billion as of December 31, 1995. The number of aggregate participant
accounts has increased from 155,000 accounts in 1980 to more than 1,390,700
accounts as of December 31, 1995. The number of employer groups which have
purchased Contracts has increased by 83 percent in the past five years to more
than 20,386 as of December 31, 1995. As of December 31, 1995, the Company was
ranked in the top 1 percent of all U.S. life insurance companies with regard to
asset size. As of December 31, 1995 the Company's assets totaled $27 billion.
    
 
     The Company's growth can also be reviewed by examining the growth in each
market segment that the Company targets.
 
   
     As of December 31, 1995, the Company was marketing Contracts in more than
7,911 public and private, primary and secondary schools with nearly 401,064
participant accounts for employees in public and private schools nationwide.
From December 31, 1990 to December 31, 1995, the cash value of investments in
these Contracts has increased by 96 percent while the number of public and
private school groups in these Contracts increased 34 percent and the number of
participant accounts in these Contracts increased by 44 percent.
    
 
   
     The Company has also increased its marketing efforts to colleges and
universities. From December 31, 1990 to December 31, 1995, the number of
colleges and universities which allow the Company to market Contracts to its
faculty and staff members has increased 72 percent and for the same period the
number of participant accounts has increased 48 percent. For the same time
period cash values for participants have increased 102 percent. As of December
31, 1995 more than 41 percent of United States colleges and universities allow
the Company to market Contracts to their faculty and staff members.
    
 
     The Company has utilized as the central focus in its marketing to college
and university faculty and staff members the theme that the Company is the
"Alternative of Choice."
 
     The Company has also had growth in the health care segment of the
not-for-profit organiza-
 
                                        2
<PAGE>   150
 
   
tion market. From December 31, 1990 to December 31, 1995 Contract cash values
have increased 199 percent. During the same period the number of health care
groups that have purchased these Contracts increased 78 percent and the number
of participants who were in the Contracts increased 148 percent.
    
 
   
     The Company has also experienced growth in contracts sold to state and
local governmental groups. From December 31, 1990 to December 31, 1995, Contract
cash values for participants in these groups have increased 98 percent. For the
same period the number of participant accounts for individuals in these groups
in these Contracts increased 75 percent and the number of employer groups has
increased 101 percent.
    
 
   
     Additionally, several states have enacted, as an alternative to state
administered defined benefit retirement programs, Optional Retirement Plans
(ORPs). A state that sponsors an ORP will select the carriers which will be
allowed to participate in the ORP. The Company has been selected as one of the
carriers permitted to market Contracts to state employees who elect to
participate in the ORP in 24 of the last 27 states to sponsor ORPs with multiple
carriers, as of December 31, 1995. From December 31, 1990 to December 31, 1995
in these ORPs the number of participant accounts increased 164 percent and cash
values increased 153 percent to more than $1.5 billion. In addition, during this
time period annual ORP premiums more than doubled.
    
 
     The Company, in its marketing efforts to each of the market segments, may
from time to time design sales literature and material specifically for that
market segment, e.g., the health care segment of the not-for-profit organization
market. This sales literature and material may also be specific to a certain
group. For example, sales literature and material may be designed for a specific
hospital. The sales literature and material would address specifically the
group's contract and retirement plan.
 
     From time to time the Company may refer to the diversifying process of
asset allocation based on the Modern Portfolio Theory developed by Nobel Prize
winning economist Harry Markowitz. The basic assumptions of Modern Portfolio
Theory are the selection of individual investments has little impact on
portfolio performance, market timing strategies seldom work, markets are
efficient, and portfolio selection should be made among asset classes. Modern
Portfolio Theory allows an investor to determine an efficient portfolio
selection that will provide a higher return with the same risk or the same
return with lower risk.
 
     When presenting the asset allocation process the Company may outline the
process of personal and investment risk analysis including determining
individual risk tolerances and a discussion of the different types of investment
risk. The Company may classify investors into five categories based on their
risk tolerance and will quote various industry experts on which types of
investments are best suited to each of the five risk categories. The industry
experts quoted may include Ibbotson Associates, CDA Investment Technologies,
Lipper Analytical Services, Wilson & Associates and any other expert which has
been deemed by the Company to be appropriate. The Company may also provide a
historical overview of the performance of a variety of investment market
indexes, the performance of these indexes over time, and the performance of
different assets classes, such as stocks, bonds, cash equivalents, etc. The
Company may also discuss investment volatility including the range of returns
for different asset classes and over different time horizons, and the
correlation between the returns of different asset classes. The Company may also
discuss the basis of portfolio optimization including the required inputs and
the construction of efficient portfolios using sophisticated computer-based
techniques. Finally, the Company may describe various investment strategies and
methods of implementation such as the use of index funds vs. actively managed
funds, the use of dollar cost averaging techniques, the tax status of
contributions, and the periodic rebalancing of diversified portfolios.
 
TYPES OF VARIABLE ANNUITY
CONTRACTS
 
     Three types of Contracts are offered in connection with the Prospectus to
which this Statement of Additional Information relates:
 
(1) single payment immediate annuity Contracts;
 
(2) single payment deferred annuity Contracts; and
 
(3) flexible payment deferred annuity Contracts.
 
                                        3
<PAGE>   151
 
     Under single payment Contracts, only one Purchase Payment is made by the
Contract Owner. Under flexible payment Contracts, Purchase Payments generally
are made until retirement age is reached. However, no Purchase Payments are
required to be made after the first payment. Purchase Payments are subject to
any minimum payment requirements under the Contract.
 
     Under deferred annuity contracts, Purchase Payments are invested and
accumulate on a fixed or variable basis until the date the Contract Owner
selects to commence annuity payments.
 
     Under immediate annuity Contracts, the first annuity payment is made on the
first day of the second month after the Purchase Payment is received. During the
period before the Annuity Date, the Purchase Payments are invested in the same
manner, and the other terms and conditions (including the options and rights of
Contract Owners, Annuitants and Beneficiaries) are the same under immediate
annuity Contracts as under deferred annuity Contracts.
 
     The Contracts are non-participating and will not share in any of the
profits of the Company.
 
                                        4
<PAGE>   152
 
                        CALCULATION OF SURRENDER CHARGE
 
     The surrender charge is discussed in the Prospectus under "Charges Under
Variable Annuity Contracts -- Charge for Partial and Total Surrenders." Examples
of calculation of the surrender charge upon total and partial surrender are set
forth below:
 
              ILLUSTRATION OF SURRENDER CHARGE ON TOTAL SURRENDER
     Example 1.
 
                              TRANSACTION HISTORY
 
   
<TABLE>
<CAPTION>
    DATE                              TRANSACTION                                   AMOUNT
    -------------------------------   ------------------------------------------   --------
    <S>                               <C>                                          <C>
    2/1/90.........................   Purchase Payment                             $ 10,000
    2/1/91.........................   Purchase Payment                                5,000
    2/1/92.........................   Purchase Payment                               15,000
    2/1/93.........................   Purchase Payment                                2,000
    2/1/94.........................   Purchase Payment                                3,000
    2/1/95.........................   Purchase Payment                                4,000
    7/1/95.........................   Total Purchase Payments (Assumes
                                      Accumulation Value is $50,000)
            Surrender Charge is lesser of (a) or (b):
a.    Surrender Charge calculated on 60 months of Purchase Payments
      1.    Surrender Charge against Purchase Payment of 2/1/90..........................  $     0
      2.    Surrender Charge against Purchase Payment of 2/1/91 (0.05 X $5,000)..........  $   250
      3.    Surrender Charge against Purchase Payment of 2/1/92 (0.05 X $15,000).........  $   750
      4.    Surrender Charge against Purchase Payment of 2/1/93 (0.05 X $2,000)..........  $   100
      5.    Surrender Charge against Purchase Payment of 2/1/94 (0.05 X $3,000)..........  $   150
      6.    Surrender Charge against Purchase Payment of 2/1/95 (0.05 X $4,000)..........  $   200
            Surrender Charge based on Purchase Payments (1 + 2 + 3 + 4 + 5 + 6)..........  $ 1,450
b.    Surrender Charge calculated on the excess over 10% of the Accumulation Value at the
      time of surrender:
      Accumulation Value at time of surrender          $50,000
      Less 10% not subject to surrender charge         -5,000
                                                     ---------
      Subject to surrender charge                       45,000
                                                        X  .05
                                                     ---------
      Surrender Charge based on Accumulation Value     $2,250 ..........................   $ 2,250
c.    Surrender Charge is the lesser of a or b...........................................  $ 1,450
</TABLE>
    
 
                                        5
<PAGE>   153
 
ILLUSTRATION OF SURRENDER CHARGE ON A 10% PARTIAL SURRENDER FOLLOWED BY A FULL
SURRENDER
 
     Example 2.
                TRANSACTION HISTORY (ASSUMES NO INTEREST EARNED)
 
   
<TABLE>
<CAPTION>
    DATE                              TRANSACTION                                  AMOUNT
    -------------------------------   ------------------------------------------  --------
    <S>                               <C>                                         <C>
    2/1/90.........................   Purchase Payment                               5,000
    2/1/91.........................   Purchase Payment                              15,000
    2/1/92.........................   Purchase Payment                               2,000
    2/1/93.........................   Purchase Payment                               3,000
    2/1/94.........................   Purchase Payment                               4,000
    2/1/95.........................   Purchase Payment                            $ 10,000
    7/1/95.........................   10% Partial Surrender (Assumes                 3,900
                                      Accumulation Value is $39,000)
    8/1/95.........................   Full Surrender                                35,100
</TABLE>
    
 
     a. Since this is the first partial surrender in this participant year,
        calculate the excess over 10% of the value of the Accumulation Units.
       10% of $39,000 = $3,900 [no charge on this 10% withdrawal]
     b. The Accumulation Value upon which Surrender Charge on the Full Surrender
        may be calculated (levied) is $39,000 - $3,900 = $35,100
     c. The Surrender Charge calculated on the Accumulation Value withdrawn
        $35,100 X .05 = $1,755
     d. Since only $29,000 has been paid in Purchase Payments in the 60 months
        prior to the Full Surrender, the charge can only be calculated on
        $29,000. The $3,900 partial withdrawal does not reduce this amount.
        Thus, the charge is $29,000 X (0.05) = $1,450.
 
                                        6
<PAGE>   154
 
                            ACCUMULATION UNIT VALUE
 
     The calculation of Accumulation Unit value is discussed in the Prospectus
under "Accumulation Period." The following illustrations show a calculation of a
new Unit value and the purchase of Accumulation Units (using hypothetical
examples):
 
ILLUSTRATION OF CALCULATION OF ACCUMULATION UNIT VALUE
 
     Example 3.
 
<TABLE>
    <S>                                                                      <C>
    1. Accumulation Unit value, beginning of period.......................   $   1.800000
    2. Value of Fund share, beginning of period...........................   $  21.200000
    3. Change in value of Fund share......................................   $    .500000
    4. Gross investment return (3)/(2)....................................        .023585
    5. Daily mortality and expense charge.................................        .000027
    6. Net investment return (4)-(5)......................................        .023558
    7. Net investment factor 1.000000+(6).................................       1.023558
    8. Accumulation Unit value, end of period (1)X(7).....................   $   1.842404
</TABLE>
 
ILLUSTRATION OF PURCHASE OF ACCUMULATION UNITS (ASSUMING NO STATE PREMIUM TAX)
 
     Example 4.
 
<TABLE>
    <S>                                                                      <C>
    1. First Periodic Purchase Payment....................................   $100.00
    2. Accumulation Unit value on effective date of purchase (see Example
       3).................................................................   $  1.800000
    3. Number of Accumulation Units purchased (1)/(2).....................   55.556
    4. Accumulation Unit value for valuation date following purchase
       (see Example 3)....................................................   $  1.842404
    5. Value of Accumulation Units in account for valuation date following
       purchase (3)X(4)...................................................   $102.36
</TABLE>
 
                            PERFORMANCE CALCULATIONS
 
                          MONEY MARKET DIVISION YIELDS
               CALCULATION OF YIELD FOR MONEY MARKET DIVISION SIX
   
                           7-Day Current Yield: 4.15%
    
       ILLUSTRATION OF CALCULATION OF YIELD FOR MONEY MARKET DIVISION SIX
 
     Example 5.
 
   
     The yield quotation above is based on the seven days ended December 31,
1995, the date of the most recent balance sheet included in the registration
statement ("base period"). It is computed by determining the net change,
exclusive of capital changes, in the value of a hypothetical pre-existing
account having a balance of one Accumulation Unit at the beginning of the
period, subtracting a hypothetical charge reflecting deductions from Contract
Owner accounts, and dividing the difference by the value of the account at the
beginning of the base period to obtain the base period return and then
multiplying the base period return by 365/7.
 
          CALCULATION OF EFFECTIVE YIELD FOR MONEY MARKET DIVISION SIX
                          7-Day Effective Yield: 4.24%
  ILLUSTRATION OF CALCULATION OF EFFECTIVE YIELD FOR MONEY MARKET DIVISION SIX
    
 
     Example 6.
 
   
     The effective yield quotation above is based on the seven days ended
December 31, 1995, the date of the most recent balance sheet included in the
registration statement ("base period"). It is computed by determining the net
change, exclusive of capital changes, in the value of a hypothetical
pre-existing account having a balance of one Accumulation Unit at the beginning
of the period, subtracting a hypothetical charge reflecting deductions from
Contract Owner accounts, and dividing the difference by the value of the account
at the beginning of the
    
 
                                        7
<PAGE>   155
 
base period to obtain the base period return and then compounding the base
period return by adding 1, raising the sum to a power equal to 365 divided by 7,
and subtracting 1 from the result, according to the following formula:
 
            EFFECTIVE YIELD = [ (BASE PERIOD RETURN + 1) 365/7] - 1
 
           STANDARDIZED YIELD FOR DIVISIONS SEVEN, EIGHT AND THIRTEEN
   CALCULATION OF STANDARDIZED YIELD FOR DIVISIONS SEVEN, EIGHT AND THIRTEEN
 
   
<TABLE>
<CAPTION>
                                                            DIV 7          DIV 8          DIV 13
                                                            ------         ------         ------
<S>                                                         <C>            <C>            <C>
Standardized Yield........................................   5.23%          5.00%          4.25%
</TABLE>
    
 
ILLUSTRATION OF CALCULATION OF STANDARDIZED YIELD FOR DIVISIONS SEVEN, EIGHT AND
                                    THIRTEEN
 
     Example 7.
 
   
     The yield quotation based on a 30-day period ended December 31, 1995, the
date of the most recent balance sheet of the Registrant included in the
registration statement is computed by dividing the net investment income per
Accumulation Unit earned during the period by the maximum offering price per
Unit on the last day of the period, according to the following formula:
    
 
                        YIELD = 2 [ ( a - b + 1 )6 - 1 ]
 
              ----------------------------------------------
                                       cd
     Where:
 
<TABLE>
              <C>  <S>
              a =  net investment income earned during the period by the Fund attributable to
                   shares owned by the Division
              b =  expenses accrued for the period (net of reimbursements)
              c =  the average daily number of Accumulation Units outstanding during the
                   period
              d =  the maximum offering price per Accumulation Unit on the last day of the
                   period
</TABLE>
 
     Yield on each Division is earned from dividends declared and paid by the
Fund, which are automatically reinvested in Fund shares.
 
                   CALCULATION OF AVERAGE ANNUAL TOTAL RETURN
 
   
     Average Annual Total Return quotations for the 1, 3, 5, and 10 year periods
ended December 31, 1995, the date of the most recent balance sheet included in
this registration statement, are computed by finding the average annual
compounded rates of return over the 1, 3, 5, and 10 year periods that would
equate the initial amount invested to the ending redeemable value, according to
the following formula:
    
 
                                 P (1+T)n = ERV
     Where:
 
<TABLE>
              <C>    <S>
              P =    a hypothetical initial Purchase Payment of $1,000
              T =    average annual total return
              n =    number of years
              ERV =  redeemable value at the end of the 1, 3, 5 or 10 year periods of a
                     hypothetical $1,000 Purchase Payment made at the beginning of the 1, 3,
                     5, or 10 year periods (or fractional portion thereof)
</TABLE>
 
     The Company may advertise standardized average annual total return which
includes the surrender charge of up to 5% of Gross Purchase Payments received
during the most recent
 
60 months as well as non-standardized average annual total returns which does
not include a surrender charge or maintenance fee.
 
                                        8
<PAGE>   156
 
     There is no sales charge for reinvested dividends. All recurring fees have
been deducted. For fees which vary with the account size, an account size equal
to that of the median account size has been assumed. Ending redeemable
 
value has been determined assuming a complete redemption at the end of the 1, 5
or 10 year period and deduction of all nonrecurring charges at the end of each
such period.
 
                            PERFORMANCE INFORMATION
 
PERFORMANCE COMPARED TO MARKET INDICES
 
     The following tables show the Hypothetical $10,000 Account Value and
Cumulative Return of each Division as compared to the benchmarks shown.
 
     These performance calculations for the Divisions, and the methods used for
calculating them, are explained in the Prospectus. (See "Performance
Information" and "The Fund.")
 
     These tables compare hypothetical investment performance and percentage
changes in Accumulation Unit values with the results of several benchmarks,
representing unmanaged market indices. The comparisons should be considered in
light of the investment policies and objectives of the Funds. Rates of return
for the Divisions include reinvestment of investment income, including capital
gains, interest and dividends. The rates of return on the market indices also
have been adjusted to reflect reinvestment of interest and dividends.
 
     Price returns for the market indices are calculated by subtracting the
price level at the beginning of the year from the price level at the end of the
year and dividing the difference by the price level at the beginning of the
year. To calculate dollar values for the indices' Hypothetical $10,000 Account
Value presentation, price index values were substituted for Unit values in the
calculation described in the Prospectus, and where applicable, dividend yields
were then added to determine the total returns applied in the dollar value
calculations. Similarly, to calculate Cumulative Return for the indices, the
Cumulative Return calculation described in the Prospectus for Unit values of the
Divisions is used, substituting the Hypothetical $10,000 Account Value at the
end of each year for the Accumulation Unit Value. No sales load, administrative
charges, or any other expenses have been deducted from the index calculations.
The performance results shown in this section are not an estimate or guarantee
of future investment performance, and do not represent the actual experience of
amounts invested by a particular Participant.
 
     The performance of Stock Index Division Ten and Social Awareness Division
Twelve may be compared to the record of the Standard & Poor's([) Corporation
("S&P([)")* Composite Stock Price Index ("S&P 500 Index"). The S&P 500([) Index
is a well known measure of the price performance of 500 leading larger domestic
stocks which represents approximately 80% of the market capitalization of the
United States equity market. The index is an unmanaged weighted index of 500
industrial, transportation, utility and financial companies.
 
     The performance of MidCap Index Division Four may be compared to the record
of the S&P MidCap 400 Index. The S&P MidCap 400 Index was developed in 1991 by
S&P to track the stock market performance of medium-capitalization domestic
stocks. The S&P MidCap 400 Index is market weighted and consists of 400 stocks
of domestic companies having a median market capitalization of approximately
$600 million. Stocks included in the S&P MidCap 400 Index are chosen on the
basis of their market size, liquidity and industry group representation. No
stocks included in the S&P 500 Index are included in the S&P MidCap 400 Index.
 
     The performance of Money Market Division Six may be compared to the
Certificate of Deposit Primary Offering by New York City Banks, 30 Day Index.
The index is a money market index which reflects the average rate paid by New
York Banks on certificates of deposit of more than $100,000. The Index for 30
days is published daily.
 
     The performance of Capital Conservation Division Seven may be compared to
the Merrill Lynch Corporate Master Index. The Merrill Lynch Corporate Master
Index consists of an index of approximately 4000 corporate bond holdings of
which assets are rated A or AA. The average years to maturity of these corporate
bond holdings are approximately 7 years.
 
     Performance of Government Securities Division Eight may be compared to the
Lehman Brothers U.S. Treasury Composite Index. The Lehman Brothers U.S. Treasury
Composite Index consists of an index of approximately 500 govern-
 
                                        9
<PAGE>   157
 
ment securities issues with all such issues having a maturity of greater than
one year.
 
     The performance of International Equities Division Eleven may be compared
to the Morgan Stanley Capital International Europe, Australia and Far East Index
("EAFE Index"). The EAFE Index, which commenced in 1969, is an unmanaged stock
index consisting of more than 900 companies from Europe, Australia and the Far
East. The index is capitalization weighted. It is a well known measure for
international stock performance. This index is published using two methods, each
of which includes reinvestment of dividends received. The first method includes
gross dividends declared without subtracting foreign income taxes which may be
withheld from foreign investors. The second method includes net dividends after
subtracting estimated foreign taxes from gross dividends declared. The Division
currently compares its performance with the index using the second method.
 
     The performance of the International Government Bond Fund Division Thirteen
may be compared to the Salomon Brothers Non-US Dollar World Government Bond Fund
("Salomon Index"). This index is published using two methods. The first method
includes income earned without subtracting foreign income taxes which may be
withheld from foreign investors. The second method includes income earned after
subtracting estimated foreign taxes. The Division currently compares its
performance with the index using the second method. The Salomon Index is an
unmanaged aggregate index composed of 690 issues from thirteen foreign
countries. These countries include Austria, Australia, Belgium, Canada, Denmark,
France, Germany, Italy, Japan, the Netherlands, Spain, Sweden and the United
Kingdom.
 
     The performance of the Small Cap Index Division Fourteen may be compared
with the Russell 2000([) Index ("Russell 2000").** The Russell 2000 was
developed in 1984 by the Frank Russell Company to track the stock market
performance of small capitalization domestic stocks. The Russell 2000 is market
weighted and consists of approximately 2000 stocks. Stocks included in the
Russell 2000 are chosen by the Frank Russell Company on the basis of their
market size.
 
     The performance of Timed Opportunity Division Five may be compared to a
benchmark comprised of a weighted average of three market sectors corresponding
to the three market sectors in which the Division, through the Timed Opportunity
Fund, will invest as follows: 55% in equity securities, 35% in intermediate or
long-term debt securities and 10% in money market or short-term debt securities,
regardless of the Division's actual asset allocation. The performance of the
equity securities sector of the Division may be compared to the S&P 500 Index.
The performance of the intermediate or long-term debt securities sector may be
compared to the Merrill Lynch Corporate and Government Master Index. The Merrill
Lynch Corporate and Government Master Index consists of an index of
approximately 5000 corporate and government bond holdings. The average maturity
of these corporate bond holdings is approximately 10 years. The performance of
the money market or short-term debt securities sector may be compared to the
Certificate of Deposit Primary Offering by New York City Banks, 30 Day Index.
 
     Additionally, the performance of a Division may from time to time be
compared with other Indexes which have been deemed by the Company relevant to
the Division.
 
     These benchmarks do not reflect any charges for investment advisory fees,
brokerage commissions or other fees and expenses of the type charged at either
the Separate Account or Fund level. Therefore, the comparisons with these
benchmarks are of limited use.
 
- ---------------
 
   
 * "Standard & Poor's([)", "S&P([)", "S&P 500([)" and "S&P MidCap 400" are
   trademarks of Standard and Poor's Corporation. Neither the MidCap Index Fund
   nor the Stock Index Fund is sponsored, endorsed, sold or promoted by S&P and
   S&P makes no representation regarding the advisability of investing in these
   Funds.

** The Russell 2000([) Index is a trademark/service mark of the Frank Russell
   Trust Company. RussellTM is a trademark of the Frank Russell Company.
    
 
                                       10
<PAGE>   158
 
Stock Index Division Ten Performance Compared to S&P 500 Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
        ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE APRIL 20, 1987
 
   
<TABLE>
<CAPTION>
                                STOCK INDEX                                        S&P 500
                                DIVISION TEN                                        INDEX
    --------------------------------------------------------------------           --------
    <S>                                                         <C>                <C>
    04/20/87.................................................   $ 10,000           $ 10,000
    12/31/87.................................................      8,562              8,722
    12/31/88.................................................      9,687             10,171
    12/31/89.................................................     12,388             13,394
    12/31/90.................................................     11,790             12,978
    12/31/91.................................................     15,056             16,932
    12/31/92.................................................     15,897             18,222
    12/31/93.................................................     17,293             20,059
    12/31/94.................................................     17,241             20,323
    12/31/95.................................................     23,439             27,960
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
 
   
<TABLE>
<CAPTION>
                                      SINCE
                                     INCEPTION*       5 YEARS          3 YEARS         1 YEAR
                                     --------         --------         -------         -------
<S>                                  <C>              <C>              <C>             <C>
Investment Division
     Stock Index Division Ten......   134.39%           98.80%          47.44%          35.95%
Benchmark Comparison
     S&P 500 Index.................   179.60%          115.45%          53.44%          37.58%
</TABLE>
    
 
- ---------------
 
* This Division was initiated on April 20, 1987.
 
                                       11
<PAGE>   159
 
MidCap Index Division Four* Performance Compared to S&P 500 Index and S&P MidCap
400 Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE OCTOBER 13, 1982
 
   
<TABLE>
<CAPTION>
                                                                                       S&P
                                                                    S&P               MIDCAP
                                                                    500                400
                       DIVISION FOUR                               INDEX              INDEX
    ---------------------------------------------------           --------           --------
    <S>                                        <C>                <C>                <C>
    10/13/82................................   $ 10,000           $ 10,000           $ 10,000
    12/31/82................................     10,096             11,352             11,564
    12/31/83................................     11,608             13,913             14,583
    12/31/84................................     11,721             14,786             14,755
    12/31/85................................     13,195             19,477             20,004
    12/31/86................................     13,516             23,113             23,247
    12/31/87................................     12,827             24,326             22,774
    12/31/88................................     14,502             28,367             27,527
    12/31/89................................     17,127             37,355             37,310
    12/31/90................................     15,380             36,195             35,401
    12/31/91................................     18,580             47,223             53,136
    12/31/92................................     20,213             50,820             59,466
    12/31/93................................     22,594             55,943             67,762
    12/31/94................................     21,532             56,681             65,332
    12/31/95................................     27,827             77,981             85,547
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
 
   
<TABLE>
<CAPTION>
                                  SINCE
                                 INCEPTION**   10 YEARS      5 YEARS       3 YEARS      1 YEAR
                                 --------      --------      --------      -------      -------
<S>                              <C>           <C>           <C>           <C>          <C>
Investment Division
     Division Four.............   178.27%       110.89%        80.93%       37.67%       29.24%
Benchmark Comparison
     S&P 500 Index.............   679.81%       300.37%       115.45%       53.44%       37.58%
     S&P MidCap 400 Index......   755.47%       327.64%       141.65%       43.86%       30.94%
</TABLE>
    
 
- ---------------
 
 * Effective October 1, 1991, the Capital Accumulation Fund changed its name to
   the MidCap Index Fund and revised its investment objective, investment
   program and investment restrictions accordingly, pursuant to contract owner
   vote. Selected accumulation unit data for the last ten years for this
   Division appears in the Prospectus. Figures appearing above for the S&P
   MidCap 400 Index for years prior to 1991 are based on estimates provided by
   Standard & Poor's for illustrative purposes.
** This Division was initiated on October 13, 1982.
 
                                       12
<PAGE>   160
 
Small Cap Index Division Fourteen Performance Compared to Russell 2000 Index(R)
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
         ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE MAY 1, 1992
 
   
<TABLE>
<CAPTION>
                                                                                   RUSSELL
                              SMALL CAP INDEX                                        2000
                                DIVISION 14                                         INDEX
    --------------------------------------------------------------------           --------
    <S>                                                         <C>                <C>
    05/01/92.................................................   $ 10,000           $ 10,000
    12/31/92.................................................     11,128             11,416
    12/31/93.................................................     12,772             13,571
    12/31/94.................................................     12,223             13,324
    12/31/95.................................................     15,449             17,114
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
 
   
<TABLE>
<CAPTION>
                                                           SINCE
                                                          INCEPTION*    3 YEARS       1 YEAR
                                                          -------       -------       -------
<S>                                                       <C>           <C>           <C>
Investment Division
     Small Cap Index Division 14........................   54.49%        38.83%        26.39%
Benchmark Comparison
     Russell 2000.......................................   71.14%        49.92%        28.45%
</TABLE>
    
 
- ---------------
 
* This Division was initiated May 1, 1992.
 
International Equities Division Eleven Performance Compared to EAFE Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE OCTOBER 2, 1989
 
   
<TABLE>
<CAPTION>
                           INTERNATIONAL EQUITIES                                    EAFE
                              DIVISION ELEVEN                                       INDEX
    --------------------------------------------------------------------           --------
    <S>                                                         <C>                <C>
    10/02/89.................................................   $ 10,000           $ 10,000
    12/31/89.................................................     10,284             10,467
    12/31/90.................................................      8,134              8,013
    12/31/91.................................................      8,952              8,984
    12/31/92.................................................      7,671              7,891
    12/31/93.................................................      9,864             10,460
    12/31/94.................................................     10,545             11,274
    12/31/95.................................................     11,565             12,537
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
 
   
<TABLE>
<CAPTION>
                                        SINCE
                                       INCEPTION*      5 YEARS         3 YEARS         1 YEAR
                                       -------         -------         -------         -------
<S>                                    <C>             <C>             <C>             <C>
Investment Division
     International Equities
       Division Eleven...............   15.65%          42.17%          50.75%           9.67%
Benchmark Comparison
     EAFE Index......................   25.37%          56.46%          58.88%          11.21%
</TABLE>
    
 
- ---------------
 
* This Division was initiated on October 2, 1989.
 
                                       13
<PAGE>   161
 
Social Awareness Division Twelve Performance Compared to S&P 500 Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE OCTOBER 2, 1989
 
   
<TABLE>
<CAPTION>
                              SOCIAL AWARENESS                                     S&P 500
                              DIVISION TWELVE                                       INDEX
    --------------------------------------------------------------------           --------
    <S>                                                         <C>                <C>
    10/02/89.................................................   $ 10,000           $ 10,000
    12/31/89.................................................     10,100             10,214
    12/31/90.................................................      9,877              9,897
    12/31/91.................................................     12,506             12,912
    12/31/92.................................................     12,795             13,896
    12/31/93.................................................     13,670             15,297
    12/31/94.................................................     13,339             15,499
    12/31/95.................................................     18,351             21,323
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
 
   
<TABLE>
<CAPTION>
                                            SINCE
                                           INCEPTION*     5 YEARS        3 YEARS       1 YEAR
                                           --------       --------       -------       -------
<S>                                        <C>            <C>            <C>           <C>
Investment Division
     Social Awareness Division Twelve....    83.51%         85.80%        43.42%        37.57%
Benchmark Comparison
     S&P 500 Index.......................   113.23%        115.45%        53.44%        37.58%
</TABLE>
    
 
- ---------------
 
* This Division was initiated on October 2, 1989.
 
Timed Opportunity Division Five Performance Compared to S&P 500 Index,
Merrill Lynch Corporate and Government Master Index and Certificate of
Deposit Primary Offering by New York City Banks, 30 Day Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
      ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE SEPTEMBER 6, 1983
 
   
<TABLE>
<CAPTION>
                     TIMED OPPORTUNITY                            S&P 500            BLENDED
                       DIVISION FIVE                               INDEX             INDEX**
    ---------------------------------------------------           --------           --------
    <S>                                        <C>                <C>                <C>
    09/06/83................................   $ 10,000           $ 10,000           $ 10,000
    12/31/83................................      9,857             10,156             10,252
    12/31/84................................      9,853             10,793             11,269
    12/31/85................................     11,004             14,217             14,177
    12/31/86................................     11,987             16,871             16,536
    12/31/87................................     12,862             17,757             17,472
    12/31/88................................     13,973             20,706             19,669
    12/31/89................................     16,182             27,267             24,213
    12/31/90................................     15,634             26,420             24,748
    12/31/91................................     18,782             34,470             30,404
    12/31/92................................     18,460             37,095             32,608
    12/31/93................................     19,973             40,834             35,770
    12/31/94................................     19,515             41,373             35,769
    12/31/95................................     24,110             56,921             45,566
</TABLE>
    
 
                                       14
<PAGE>   162
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
 
   
<TABLE>
<CAPTION>
                                      SINCE
                                     INCEPTION*   10 YEARS     5 YEARS      3 YEARS     1 YEAR
                                     --------     --------     --------     -------     -------
<S>                                  <C>          <C>          <C>          <C>         <C>
Investment Division
 Timed Opportunity Division Five...   141.10%      119.10%       54.21%      30.61%      23.55%
Benchmark Comparison**
     S&P 500 Index.................   469.21%      300.37%      115.45%      53.44%      37.58%
     Blended Index.................   355.66%      221.41%       84.12%      39.74%      27.39%
</TABLE>
    
 
- ---------------
 
 * This Division was initiated on September 6, 1983.
 
** The Blended Index reflects an allocation of investments in the following
   Indexes: 55% of investments included in the S&P 500 Index, 35% of investments
   included in the Merrill Lynch Corporate and Government Master Index, and 10%
   of investments included in the Certificate of Deposit Primary Offering by New
   York City Banks, 30 Day Index.
 
Capital Conservation Division Seven Performance Compared to Merrill Lynch
Corporate Master Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 16, 1986
 
   
<TABLE>
<CAPTION>
                                                                               MERRILL LYNCH
                          CAPITAL CONSERVATION                                 CORPORATE MASTER
                             DIVISION SEVEN                                     INDEX
    ----------------------------------------------------------------           --------
    <S>                                                     <C>                <C>
    01/16/86.............................................   $ 10,000           $ 10,000
    12/31/86.............................................     10,477             11,609
    12/31/87.............................................     10,186             11,823
    12/31/88.............................................     10,789             12,976
    12/31/89.............................................     11,936             14,808
    12/31/90.............................................     11,784             15,899
    12/31/91.............................................     13,669             18,799
    12/31/92.............................................     14,702             20,514
    12/31/93.............................................     16,301             23,064
    12/31/94.............................................     15,153             22,288
    12/31/95.............................................     18,120             27,097
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                SINCE
                                               INCEPTION*    5 YEARS      3 YEARS      1 YEAR
                                               --------      -------      -------      -------
<S>                                            <C>           <C>          <C>          <C>
Investment Division
     Capital Conservation Division Seven.....    81.20%       53.77%       23.25%       19.58%
Benchmark Comparison
     Merrill Lynch Corporate Master Index....   170.97%       70.43%       32.09%       21.58%
</TABLE>
    
 
- ---------------
 
* This Division was initiated on January 16, 1986.
 
                                       15
<PAGE>   163
 
Government Securities Division Eight Performance Compared to Lehman Brothers
U.S. Treasury Composite Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 16, 1986
 
   
<TABLE>
<CAPTION>
                                                                                     U.S.
                                                                                   TREASURY
                           GOVERNMENT SECURITIES                                   COMPOSITE
                               DIVISION EIGHT                                      INDEX
    --------------------------------------------------------------------           --------
    <S>                                                         <C>                <C>
    01/16/86.................................................   $ 10,000           $ 10,000
    12/31/86.................................................     10,461             11,630
    12/31/87.................................................     10,120             11,862
    12/31/88.................................................     10,621             12,694
    12/31/89.................................................     11,792             14,516
    12/31/90.................................................     12,371             15,765
    12/31/91.................................................     14,052             18,187
    12/31/92.................................................     14,915             19,502
    12/31/93.................................................     16,362             21,597
    12/31/94.................................................     15,472             20,857
    12/31/95.................................................     17,995             24,684
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
 
   
<TABLE>
<CAPTION>
                                                SINCE
                                               INCEPTION*    5 YEARS      3 YEARS      1 YEAR
                                               --------      -------      -------      -------
<S>                                            <C>           <C>          <C>          <C>
Investment Division
     Government Securities Division Eight....    79.95%       45.46%       20.65%       16.31%
Benchmark Comparison
     U.S. Treasury Composite Index...........   146.84%       56.57%       26.57%       18.35%
</TABLE>
    
 
- ---------------
 
* This Division was initiated on January 16, 1986.
 
International Government Bond Division Thirteen Performance Compared to Salomon
Brothers Non-U.S. Dollar World Government Bond Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
      QUARTERLY VALUE OF A $10,000 STIPULATED PAYMENT MADE OCTOBER 1, 1991
 
   
<TABLE>
<CAPTION>
                                                                                   SALOMON
                                                                                    BROS.
                                                                                   NON-U.S.
                                                                                    DOLLAR
                                                                                    WORLD
                                                                                   GOVERNMENT
                       INTERNATIONAL GOVERNMENT BOND                                 BOND
                             DIVISION THIRTEEN                                      INDEX
    --------------------------------------------------------------------           --------
    <S>                                                         <C>                <C>
    10/01/91.................................................   $ 10,000           $ 10,000
    12/31/91.................................................     10,905             11,042
    12/31/92.................................................     11,128             11,540
    12/31/93.................................................     12,583             13,246
    12/31/94.................................................     13,014             13,999
    12/31/95.................................................     15,308             16,692
</TABLE>
    
 
                                       16
<PAGE>   164
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
 
   
<TABLE>
<CAPTION>
                                                            SINCE
                                                          INCEPTION*     3 YEARS       1 YEAR
                                                          --------       -------       ------
<S>                                                       <C>            <C>           <C>
Investment Division
     International Government Bond Division Thirteen....    53.08%        37.56%       17.63%
Benchmark Comparison
  Salomon Bros. Non-U.S. Dollar World Government Bond
     Index..............................................    66.92%        44.64%       19.23%
</TABLE>
    
 
- ---------------
 
* This Division was initiated on October 1, 1991.
 
Money Market Division Six Performance Compared to Certificate of Deposit Primary
Offering by New York City Banks, 30 Day Index (Primary CD Index)
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 16, 1986
 
   
<TABLE>
<CAPTION>
                                MONEY MARKET                                       PRIMARY
                                DIVISION SIX                                       CD INDEX
    --------------------------------------------------------------------           --------
    <S>                                                         <C>                <C>
    01/16/86.................................................   $ 10,000           $ 10,000
    12/31/86.................................................     10,405             10,591
    12/31/87.................................................     10,873             11,253
    12/31/88.................................................     11,495             12,083
    12/31/89.................................................     12,406             13,130
    12/31/90.................................................     13,254             14,181
    12/31/91.................................................     13,849             14,955
    12/31/92.................................................     14,157             15,427
    12/31/93.................................................     14,393             15,826
    12/31/94.................................................     14,791             16,390
    12/31/95.................................................     15,458             17,200
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
 
   
<TABLE>
<CAPTION>
                                        SINCE
                                      INCEPTION*       5 YEARS         3 YEARS         1 YEAR
                                      --------         -------         -------         -------
<S>                                   <C>              <C>             <C>             <C>
Investment Division
     Money Market Division Six......    54.58%          16.63%           9.19%           4.51%
Benchmark Comparison
     Primary CD Index...............    72.00%          21.29%          11.50%           4.94%
</TABLE>
    
 
- ---------------
 
* This Division was initiated on January 16, 1986.
 
                                ANNUITY PAYMENTS
 
ASSUMED INVESTMENT RATE
 
     The discussion concerning the amount of annuity payments which follows this
section is based on an Assumed Investment Rate of 3 1/2% per annum. However, the
Company will permit each Annuitant choosing a variable annuity payment option to
select an Assumed Investment Rate permitted by state law or regulations other
than the 3 1/2% rate described in this prospectus as follows: 4 1/2%, 5% or 6%
per annum. (Note: an Assumed Investment Rate higher than 5% may not be selected
under individual Contracts.) The foregoing Assumed Investment Rates are used
merely in order to determine the first monthly payment per thousand dollars of
value. It should not be inferred that such rates will bear any relationship to
the actual net investment experience of the Separate Account.
 
AMOUNT OF ANNUITY PAYMENTS
 
     The amount of the first variable annuity payment to the Annuitant will
depend on the amount of the Accumulation Value applied to effect the variable
annuity as of the tenth day immediately preceding the date annuity payments
commence, the amount of any premium tax owed, the annuity
 
                                       17
<PAGE>   165
 
option selected, and the age of the Annuitant. The Contracts contain tables
indicating the dollar amount of the first annuity payment under each annuity
option for each $1,000 of Accumulation Value (after the deduction for any
premium tax) at various ages. These tables are based upon the 1983 Table A
(promulgated by the Society of Actuaries) and an Assumed Investment Rate of
3 1/2%, 4% and 5% per annum (3 1/2% in the group Contract).
 
     The portion of the first monthly variable annuity payment derived from a
Division of the Separate Account is divided by the Annuity Unit value for that
Division (calculated ten days prior to the date of the first monthly payment) to
determine the number of Annuity Units in each Division represented by the
payment. The number of such units will remain fixed during the Annuity Period,
assuming the Annuitant makes no transfers of Annuity Units to provide Annuity
Units under another Division or to provide a fixed annuity.
 
     In any subsequent month, the dollar amount of the variable annuity payment
derived from each Division is determined by multiplying the number of Annuity
Units in that Division by the value of such Annuity Unit on the tenth day
preceding the due date of such payment. The Annuity Unit value will increase or
decrease in proportion to the net investment return of the Division or Divisions
underlying the variable annuity since the date of the previous annuity payment,
less an adjustment to neutralize the 3 1/2% or other Assumed Investment Rate
referred to above.
 
     Therefore, the dollar amount of variable annuity payments after the first
will vary with the amount by which the net investment return is greater or less
than 3 1/2% per annum. For example, if a Division has a cumulative net
investment return of 5% over a one year period, the first annuity payment in the
next year will be approximately 1 1/2 percentage points greater than the payment
on the same date in the preceding year, and subsequent payments will continue to
vary with the investment experience of the Division. If such net investment
return is 1% over a one year period, the first annuity payment in the next year
will be approximately 2 1/2 percentage points less than the payment on the same
date in the preceding year, and subsequent payments will continue to vary with
the investment experience of the applicable Division.
 
     Each deferred Contract provides that, when fixed annuity payments are to be
made under one of the first four annuity options, the monthly payment to the
Annuitant will not be less than the monthly payment produced by the then current
settlement option rates, which will not be less than the rates used for a
currently issued single payment immediate annuity contract. The purpose of this
provision is to assure the Annuitant that, at retirement, if the fixed annuity
purchase rates then required by the Company for new single payment immediate
annuity contracts are significantly more favorable than the annuity rates
guaranteed by a Contract, the Annuitant will be given the benefit of the new
annuity rates.
 
                                       18
<PAGE>   166
 
ANNUITY UNIT VALUE
 
     The value of an Annuity Unit is calculated at the same time that the value
of an Accumulation Unit is calculated and is based on the same values for Fund
shares and other assets and liabilities. (See "Accumulation Period" in the
Prospectus.) The calculation of Annuity Unit value is discussed in the
Prospectus under "Annuity Period."
 
     The following illustrations show, by use of hypothetical examples, the
method of determining the Annuity Unit value and the amount of variable annuity
payments.
 
               ILLUSTRATION OF CALCULATION OF ANNUITY UNIT VALUE
 
     Example 8.
 
<TABLE>
    <S>                                                                   <C>
     1. Annuity Unit value, beginning of period........................   $       .980000
     2. Net investment factor for Period (see Example 3)...............          1.023558
     3. Daily adjustment for 3 1/2% Assumed Investment Rate............           .999906
     4. (2)X(3)........................................................          1.023462
     5. Annuity Unit value, end of period (1)X(4)......................   $      1.002993
</TABLE>
 
                        ILLUSTRATION OF ANNUITY PAYMENTS
 
     Example 9. Annuitant age 65, Life Annuity with 120 Payments Certain
 
<TABLE>
    <S>                                                                   <C>
     1. Number of Accumulation Units at Annuity Date...................   10,000.00
     2. Accumulation Unit value (see Example 3)........................   $      1.800000
     3. Accumulation Value of Contract (1)X(2).........................   $18,000.00
     4. First monthly annuity payment per $1,000 of Accumulation
      Value............................................................   $      5.63
     5. First monthly annuity payment (3)X(4)/1,000....................        $   101.34
     6. Annuity Unit value (see Example 10)............................   $       .980000
     7. Number of Annuity Units (5)/(6)................................           103.408
     8. Assume Annuity Unit value for second month equal to............   $       .997000
     9. Second monthly Annuity Payment (7)X(8).........................        $   103.10
    10. Assume Annuity Unit value for third month equal to.............   $       .953000
    11. Third monthly Annuity Payment (7)X(10).........................            $98.55
</TABLE>
 
                   DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS
 
     The Company has qualified or intends to qualify the Contracts for sale in
all fifty states and the District of Columbia and will commence offering the
Contracts promptly upon qualification in each such jurisdiction.
 
     The Contracts are sold in a continuous offering by licensed insurance
agents who are registered representatives of broker-dealers which are members of
the National Association of Securities Dealers, Inc. (the "NASD"). The principal
underwriter for the Separate Account is the Underwriter as defined above, a
wholly-owned subsidiary of the Company. The Underwriter's address is 2929 Allen
Parkway, Houston, Texas 77019. The Underwriter is a Texas corporation organized
in 1970 and is a member of the NASD.
 
     The licensed agents who sell the Contracts will be compensated for such
sales by commissions ranging from 1% to 4.5% of each Purchase Payment. Managers
who supervise the agents will receive overriding commissions ranging to 1% of
Purchase Payments. (These various commissions are paid by the Company and do not
result in any charge to Contract Owners or to the Separate Account in addition
to the charges described under "Charges Under Variable Annuity Contracts.")
 
   
     Pursuant to its underwriting agreement with the Underwriter and the
Separate Account, the Company reimburses the Underwriter for reasonable sales
expenses, including overhead expenses. Sales commissions paid for the years
1993, 1994 and 1995 were $27,049,371, $26,632,000 and $10,260,000, respectively.
    
 
                                    EXPERTS
 
   
     The consolidated financial statements of the Company at December 31, 1995
and 1994, and for each of the three years in the period ended December 31, 1995,
and the financial statements
    
 
                                       19
<PAGE>   167
   
 
of the Company's Separate Account A at December 31, 1995 and for each of the two
years in the period then ended, appearing in this Statement of Additional
Information have been audited by Ernst & Young LLP, independent auditors, as set
forth in their reports thereon appearing elsewhere herein. The financial
statements audited by Ernst & Young LLP have been included in reliance upon such
reports given upon the authority of such firm as experts in accounting and
auditing.
    
 
                                       20
<PAGE>   168
 
                        COMMENTS ON FINANCIAL STATEMENTS
 
     The financial statements of The Variable Annuity Life Insurance Company
should be considered only as bearing upon the ability of the Company to meet its
obligations under the Contracts, which include death benefits, and its
assumption of the mortality and expense risks.
 
   
     Divisions Four, Five, Six, Seven, Eight, Ten, Eleven, Twelve, Thirteen and
Fourteen are the only Divisions available under the Contracts described in the
Prospectus. The Separate Account financial statements contained herein reflect
the composition of the Separate Account as of December 31, 1995.
    
 
                                       21
<PAGE>   169
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

               AUDITED CONSOLIDATED
               FINANCIAL STATEMENTS

               December 31, 1995



               TABLE OF CONTENTS



               Report of Independent Auditors  . . . . . . . . . . . . . . .   1

               Consolidated Balance Sheet  . . . . . . . . . . . . . . . . .   2

               Consolidated Statement of Income  . . . . . . . . . . . . . .   3

               Consolidated Statement of Changes in
                  Stockholder's Equity . . . . . . . . . . . . . . . . . . .   4

               Consolidated Statement of Cash Flows  . . . . . . . . . . . .   5

               Notes to Consolidated Financial Statements  . . . . . . . . .   6
<PAGE>   170

                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

REPORT OF INDEPENDENT AUDITORS


To the Board of Directors
The Variable Annuity Life Insurance Company

         We have audited the accompanying consolidated balance sheets of The
Variable Annuity Life Insurance Company and Subsidiary as of December 31, 1995
and 1994, and the related consolidated statements of income, changes in
stockholder's equity, and cash flows for each of the three years in the period
ended December 31, 1995. These financial statements are the responsibility of
the company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

         We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

         In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of The
Variable Annuity Life Insurance Company and Subsidiary at December 31, 1995 and
1994, and the consolidated results of their operations and their cash flows for
each of the three years in the period ended December 31, 1995, in conformity
with generally accepted accounting principles.

         As discussed in Note 1.3 to the financial statements, in 1993 the
company changed its method of accounting for postretirement benefits other than
pensions, income taxes, postemployment benefits, reinsurance, loan impairments,
and certain investments in debt and equity securities, as a result of adopting
recently promulgated accounting standards governing the accounting treatment
for these items.

                                              /s/ ERNST & YOUNG LLP
                                              ERNST & YOUNG LLP

Houston, Texas
February 12, 1996
<PAGE>   171
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

Consolidated Balance Sheet

At December 31,
In Thousands
<TABLE>
<CAPTION>
                                                                                               1995             1994
- ------------------------------------------------------------------------------------------------------------------------
<S>              <C>                                                                        <C>            <C>
ASSETS           Investments - Notes 2, 6, 7, 8:
                   Fixed maturity securities
                      (amortized cost: $18,590,102 in 1995 and $16,930,860 in 1994)         $19,745,726    $ 16,084,308
                   Equity securities (cost: $56,825 in 1995 and $69,774 in 1994)                 71,770          72,752
                   Mortgage loans on real estate                                              1,443,817       1,535,201
                   Real estate, net of accumulated depreciation
                      of $99 in 1995 and $134 in 1994                                            23,365          22,235
                   Policy loans                                                                 557,637         474,830
                   Other long-term invested assets                                               16,929           7,232
                   Short-term investments                                                        39,277         160,022
                 -------------------------------------------------------------------------------------------------------
                      Total investments                                                      21,898,521      18,356,580
                 -------------------------------------------------------------------------------------------------------
                 Investment income receivable                                                   292,967         280,161
                 Cash on deposit and on hand                                                     27,794          18,909
                 Receivable for securities sold                                                  51,947           3,896
                 Deferred policy acquisition costs - Note 3                                     182,546         910,479
                 Due from reinsurer, net                                                         16,873          18,009
                 Other assets                                                                    37,912          26,655
                 Assets held in Separate Accounts                                             4,540,889       2,506,810
                 -------------------------------------------------------------------------------------------------------
                      Total assets                                                          $27,049,449    $ 22,121,499
- ------------------------------------------------------------------------------------------------------------------------
LIABILITIES      Policy reserves for fixed annuity investment contracts                     $20,146,697    $ 18,656,189
                 Payable for securities purchased                                                26,885           2,310
                 Remittances not allocated                                                       52,913          34,275
                 Commissions, general expenses, and taxes (other than income taxes)              44,380          32,552
                 Other liabilities                                                               51,768          46,941
                 Income tax liabilities - Note 4                                                387,076         109,362
                 Liabilities related to Separate Accounts                                     4,540,889       2,506,810
                 -------------------------------------------------------------------------------------------------------
                      Total liabilities                                                      25,250,608      21,388,439
- ------------------------------------------------------------------------------------------------------------------------
STOCKHOLDER'S    Common stock (voting) par value $1 per share, 5,000 shares authorized
EQUITY             and 3,575 issued and outstanding in 1995 and 1994 - Note 5                     3,575           3,575
                 Additional paid-in capital                                                     384,126         382,733
                 Retained earnings                                                            1,014,520         910,233
                 Net unrealized investment gains (losses) - Note 2                              396,620        (563,481)
                 -------------------------------------------------------------------------------------------------------
                      Total stockholder's equity                                              1,798,841         733,060
                 -------------------------------------------------------------------------------------------------------
                      Total liabilities and stockholder's equity                            $27,049,449    $ 22,121,499
                 -------------------------------------------------------------------------------------------------------
</TABLE>

                    See notes to consolidated financial statements.





2
<PAGE>   172
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

Consolidated Statement of Income

For the Years Ended December 31,
In Thousands
<TABLE>
<CAPTION>
                                                                               1995           1994           1993
- ---------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                                    <C>            <C>            <C>
REVENUES            Surrender charges                                      $     9,967    $     9,964    $     8,605
                    Mortality charges                                           34,965         21,136         15,614
                    Expense charges                                              5,122          5,528          5,349
                    Net investment income - Note 2                           1,597,681      1,493,942      1,434,019
                    Net reinsurance income                                       1,573          1,908          1,826
                    Realized investment gains (losses) - Note 2                 (7,149)       (71,950)        17,969
                    Other income                                                 6,878          6,517          4,361
                    -------------------------------------------------------------------------------------------------
                       Total revenues                                        1,649,037      1,467,045      1,487,743
- ---------------------------------------------------------------------------------------------------------------------
COSTS AND           Policy costs:
EXPENSES               Increase in policy reserves for fixed
                          annuity contracts                                  1,203,986      1,133,547      1,125,055
                    -------------------------------------------------------------------------------------------------
                          Total costs                                        1,203,986      1,133,547      1,125,055
                    -------------------------------------------------------------------------------------------------
                    Expenses:
                       Commissions                                              84,670         73,198         66,739
                       Salaries                                                 48,227         42,742         39,923
                       Guaranty association assessments - Note 9                18,961          6,300          7,000
                       Data processing                                          13,200         10,908         10,262
                       Postage and telephone                                    10,710          8,137          7,348
                       Sales promotion                                           9,361          8,024          7,305
                       Printing and supplies                                     4,721          4,372          3,505
                       Other expenses                                           44,055         43,029         36,327
                       Amortization of deferred policy acquisition
                          costs - Note 3                                        16,841         13,263         10,000
                       Policy acquisition costs deferred - Note 3             (104,702)       (88,046)       (82,960)
                    -------------------------------------------------------------------------------------------------
                          Total expenses                                       146,044        121,927        105,449
                    -------------------------------------------------------------------------------------------------
                          Total costs and expenses                           1,350,030      1,255,474      1,230,504
- ---------------------------------------------------------------------------------------------------------------------
EARNINGS            Earnings before income taxes and cumulative effect of
                       accounting changes                                      299,007        211,571        257,239
                    Income tax expense:
                       Excluding tax rate related adjustment - Note 4           99,720         70,183         84,863
                       Tax rate related adjustment - Note 4                         --             --          4,490
                    -------------------------------------------------------------------------------------------------
                       Total                                                    99,720         70,183         89,353
                    -------------------------------------------------------------------------------------------------
                    Income before cumulative effect of accounting changes      199,287        141,388        167,886
                    Cumulative effect of accounting changes - Note 1                --             --         (2,588)
                    -------------------------------------------------------------------------------------------------
                       Net income                                          $   199,287    $   141,388    $   165,298
                    -------------------------------------------------------------------------------------------------


</TABLE>

                    See notes to consolidated financial statements.





                                                                               3
<PAGE>   173
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

Consolidated Statement of Changes in Stockholder's Equity

For the Years Ended December 31,
In Thousands
<TABLE>
<CAPTION>
                                                                                 1995        1994           1993
- ------------------------------------------------------------------------------------------------------------------
<S>                    <C>                                                  <C>           <C>         <C>
COMMON STOCK           Balance at beginning and end of year                 $     3,575   $   3,575   $     3,575
- ------------------------------------------------------------------------------------------------------------------
ADDITIONAL             Balance at beginning of year                             382,733     382,727       330,800
PAID-IN-CAPITAL           Capital contribution from stockholder                   1,393           6        51,927
                       -------------------------------------------------------------------------------------------
                       Balance at end of year                                   384,126     382,733       382,727
- ------------------------------------------------------------------------------------------------------------------
RETAINED               Balance at beginning of year                             910,233     821,845       656,547
EARNINGS                  Net income                                            199,287     141,388       165,298
                          Dividends paid to stockholder                         (95,000)    (53,000)            -
                       -------------------------------------------------------------------------------------------
                       Balance at end of year                                 1,014,520     910,233       821,845
- ------------------------------------------------------------------------------------------------------------------
NET UNREALIZED         Balance at beginning of year                            (563,481)    348,470         4,892
INVESTMENT                Change during year                                    960,101    (911,951)      343,578
                       -------------------------------------------------------------------------------------------
GAINS (LOSSES)         Balance at end of year                                   396,620    (563,481)      348,470
- ------------------------------------------------------------------------------------------------------------------
STOCKHOLDER'S
EQUITY                 Total stockholder's equity at end of year            $ 1,798,841   $ 733,060   $ 1,556,617
                       -------------------------------------------------------------------------------------------
</TABLE>
                       See notes to consolidated financial statements.





4
<PAGE>   174
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

Consolidated Statement of Cash Flows 

For the Years Ended December 31, 
In Thousands
<TABLE>
<CAPTION>
                                                                               1995         1994          1993
- ------------------------------------------------------------------------------------------------------------------
<S>                 <C>                                                     <C>           <C>         <C>
OPERATING              Income before cumulative effect of accounting
                          changes                                           $   199,287   $ 141,388   $   167,886
ACTIVITIES             Reconciling adjustments to net cash  provided by
                         operating activities:
                          Insurance and annuity liabilities                   1,203,986   1,133,547     1,125,055
                          Deferred policy acquisition costs                     (87,861)    (74,783)      (72,960)
                          Other, net                                             28,179     (41,944)      (95,445)
                       -------------------------------------------------------------------------------------------
                            Net cash provided by operating activities         1,343,591   1,158,208     1,124,536
- ------------------------------------------------------------------------------------------------------------------
INVESTING              Investment purchases                                  (9,671,304) (7,827,877)   (5,531,834)
ACTIVITIES             Investment calls, maturities, and sales                8,025,420   6,456,637     3,497,419
                       Net (increase) decrease in short-term investments        120,745    (160,022)           -
                       -------------------------------------------------------------------------------------------
                            Net cash used for investing activities           (1,525,139) (1,531,262)   (2,034,415)
- ------------------------------------------------------------------------------------------------------------------
FINANCING              Policyholder account deposits                          2,553,928   2,227,803     2,129,542
ACTIVITIES             Policyholder account withdrawals                        (996,324) (1,004,953)     (751,537)
                       Transfers to Separate Accounts                        (1,273,778)   (723,994)     (504,969)
                       Capital contribution from stockholder                      1,607           6        52,941
                       Net decrease in short-term debt                               -      (59,000)      (20,400)
                       Dividends paid                                           (95,000)    (53,000)           -
                       -------------------------------------------------------------------------------------------
                            Net cash provided by financing activities           190,433     386,862       905,577
- ------------------------------------------------------------------------------------------------------------------
NET CHANGE             Net increase (decrease) in cash                            8,885      13,808        (4,302)
IN CASH                Cash at beginning of year                                 18,909       5,101         9,403
                       -------------------------------------------------------------------------------------------
                            Cash at end of year                             $    27,794   $  18,909   $     5,101
                       -------------------------------------------------------------------------------------------
</TABLE>
                    See notes to consolidated financial statements.

                                                                               5
<PAGE>   175
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

Notes to Consolidated Financial Statements

December 31, 1995

All dollar amounts in thousands, except per share data

1.  SIGNIFICANT ACCOUNTING POLICIES

1.1  INTRODUCTION

   The Variable Annuity Life Insurance Company (VALIC), an indirect, wholly
owned subsidiary of American General Corporation (AGC), provides tax-deferred
retirement annuities and employer-sponsored retirement plans to employees of
educational, health care, public sector, and not-for-profit organizations.
VALIC markets products nationwide to 900,000 customers through a national
network of 850 sales representatives. VALIC is 100% owned by American General
Life Insurance Company (AGL), a wholly owned subsidiary of AGC Life Insurance
Company (AGC Life). AGC Life is a wholly owned subsidiary of AGC. A summary of
the accounting policies followed in the preparation of the consolidated
financial statements is set forth below.

1.2  PREPARATION OF FINANCIAL STATEMENTS

   The consolidated financial statements have been prepared in accordance with
generally accepted accounting principles (GAAP). The consolidated financial
statements include the accounts of VALIC and its wholly owned marketing
company. All material intercompany accounts have been eliminated upon
consolidation. To conform with the 1995 presentation, certain items in the
prior years' financial statements have been reclassified.

   The preparation of financial statements requires management to make
estimates and assumptions that affect (1) the reported amounts of assets and
liabilities, (2) disclosures of contingent assets and liabilities, and (3) the
reported amounts of revenues and expenses during the reporting period. Ultimate
results could differ from those estimates.

1.3  ACCOUNTING CHANGES

   Current Year. During 1995, VALIC adopted Statement of Financial Accounting
Standards (SFAS) 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed Of." SFAS 121 establishes accounting
standards for (1) the impairment of long-lived assets, certain identifiable
intangibles, and goodwill related to those assets to be held and used in the
business, and (2) long-lived assets and certain identifiable intangibles to be
disposed of. With the adoption of SFAS 121, VALIC measures impairment of
certain investment real estate based on fair value, rather than net realizable
value as previously required. Adoption of this standard did not have a material
impact on the consolidated financial statements.

   Prior Years. Effective January 1, 1993, VALIC adopted the following
accounting standards: (1) SFAS 106, "Employers' Accounting for Postretirement
Benefits Other than Pensions," which resulted in a one-time reduction of net
income of $573 ($868 pretax); (2) SFAS 109, "Accounting for Income Taxes,"
which resulted in a one-time reduction of net income of $1,880; and (3) SFAS
112, "Employers' Accounting for Postemployment Benefits," which resulted in a
one-time reduction of net income of $135 ($205 pretax).

   Effective January 1, 1993, VALIC also adopted SFAS 113, "Accounting and
Reporting for Reinsurance of Short-Duration and Long-Duration Contracts," and
SFAS 114, "Accounting by Creditors for Impairment of a Loan." Adoption of these
standards did not have a material impact on the consolidated financial
statements.

   At December 31, 1993, VALIC adopted SFAS 115, "Accounting for Certain
Investments in Debt and Equity Securities." This standard requires that debt
and equity securities be carried at fair value unless VALIC has the positive
intent and ability to hold these investments to maturity. Upon adoption, VALIC
reported all debt and equity securities at fair value and recorded net
unrealized gains on securities of $345,645 to shareholder's equity.

1.4  INVESTMENTS

   FIXED MATURITY AND EQUITY SECURITIES. All fixed maturity and equity
securities are currently classified as available-for-sale and recorded at fair
value.  After adjusting related balance sheet accounts as if the unrealized
gains (losses) had been realized, the net adjustment is recorded in net
unrealized gains (losses) on securities within stockholder's equity. If the
fair value of a security classified as available-for-sale declines below its
cost and this decline is considered to be other than temporary, the security is
reduced to its net realizable value, and the reduction is recorded as a
realized loss.

   MORTGAGE LOANS. Mortgage loans are reported at amortized cost, net of an
allowance for losses. The allowance for losses covers all non-performing loans,
consisting of loans restructured or delinquent 60 days or more.  The allowance
also covers loans for which there is a concern based on management's 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.

   Impaired loans, those for which VALIC determines that it is probable that
all amounts due under the contractual terms will not be collected, are reported
at the lower of amortized cost or fair value of the underlying collateral, less
estimated costs to sell.

   POLICY LOANS. Policy loans are reported at cost and are adjusted
periodically for possible uncollectible amounts.





6
<PAGE>   176
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 1995

   INVESTMENT INCOME. Interest on fixed maturity securities and performing
mortgage loans is recorded as income when earned and is adjusted for any
amortization of premium or discount. Interest on restructured mortgage loans is
recorded as income when earned based on the new contractual rate. Interest on
delinquent mortgage loans is recorded as income on a cash basis. Dividends are
recorded as income on ex-dividend dates.

   REALIZED INVESTMENT GAINS (LOSSES). Realized investment gains (losses) are
recognized using the specific identification method and include declines in
fair value of investments below cost that are considered other than temporary.

1.5  DEFERRED POLICY ACQUISITION COSTS (DPAC)

   The costs of writing an insurance policy, including agents' commissions and
underwriting and marketing expenses, are deferred and included in the DPAC
asset. DPAC is charged to expense in relation to the estimated gross profits of
the insurance contracts, including realized investment gains (losses).

   Gross profits include realized investment gains (losses). In addition, DPAC
is 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 net unrealized gains
(losses) on securities within stockholder's equity.

   VALIC reviews the carrying amount of DPAC on at least an annual basis. In
determining whether the carrying amount is appropriate, the company considers
estimated future gross profit margins, as well as, expected mortality, interest
earned and credited rates, persistency, and expenses.

1.6  SEPARATE ACCOUNTS

   Separate Accounts are assets and liabilities associated with certain
contracts, principally annuities for which the investment risk lies solely with
the holder of the contract rather than the company. Consequently, the insurer'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 and cash flows. Assets held in the Separate Accounts are
primarily shares in mutual funds, which are carried at fair value, based on the
quoted net asset value per share.

1.7  POLICY RESERVES

   Net deposits made by fixed annuity policyholders are accumulated at interest
rates guaranteed by VALIC plus excess interest paid at the sole discretion of
the Board of Directors until benefits are payable. Reserves for deferred
annuities (accumulation phase) are equivalent to the policyholders' account
values. Reserves for annuities on which benefits are currently payable (annuity
payout phase) are provided based upon estimated mortality and other
assumptions, including provisions for the risk of adverse deviation from
assumptions, which were appropriate at the time the contracts were issued. The
Progressive Annuity Mortality Table, the 1971 Individual or Group Annuity
Mortality Tables, and the 1983a Table have been used to provide for future
annuity benefits in the annuity payout phase. Interest rates used in
determining reserves for policy benefits during both the accumulation and
annuity payout phases range from 3.5% to 13.5%.

1.8  RECOGNITION OF REVENUES AND COSTS

   Premium receipts for annuity contracts are classified as deposits instead of
revenues. Revenues for these contracts consist of the mortality, expense, and
surrender charges assessed against the account balance. Gains (losses) from
mortality guarantees under variable annuity contracts are recognized as they
occur.

1.9  INCOME TAXES

   Deferred tax assets and liabilities are established for temporary
differences between the financial reporting basis and the tax basis of assets
and liabilities, at the enacted tax rates expected to be in effect when the
temporary differences reverse. The effect of a tax rate change is recognized in
income in the period of enactment. State income taxes are included in income
tax expense.

   A valuation allowance for deferred tax assets is provided if all or some
portion of the deferred tax asset may 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.  A change related to fluctuations in fair value of
available-for-sale securities is included in net unrealized gains (losses) on
securities in stockholder's equity.

1.10  STATUTORY ACCOUNTING

   State insurance laws prescribe accounting practices for calculating
statutory net income and  equity (capital and surplus) that differ from GAAP.
Net income and stockholder's equity as determined by statutory accounting
practices at December 31 were as follows:

<TABLE>
<CAPTION>
                              1995              1994                 1993
- -----------------------------------------------------------------------------
<S>                        <C>                <C>                  <C>
Net income                 $157,622           $  171,486           $  154,231
Stockholder's equity       $926,654           $  869,026           $  770,385
- -----------------------------------------------------------------------------
</TABLE>





                                                                               7
<PAGE>   177
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 1995

2.  INVESTMENTS

2.1  INVESTMENT INCOME

   Income by type of investment was as follows:

<TABLE>
<CAPTION>
                                                                       1995          1994           1993
- ------------------------------------------------------------------------------------------------------------
<S>                                                               <C>           <C>            <C>
Non-Affiliated fixed
  maturity securities                                             $ 1,414,644   $  1,300,028   $  1,222,544
Affiliated fixed
  maturity securities                                                   3,181          3,342          3,466
Equity securities                                                       4,281          2,529          2,454
Mortgage loans on real estate                                         149,974        163,263        183,532
Other investments                                                      36,473         36,226         33,993
- ------------------------------------------------------------------------------------------------------------
  Gross investment income                                           1,608,553      1,505,388      1,445,989
  Investment expenses                                                  10,872         11,446         11,970
- ------------------------------------------------------------------------------------------------------------
     Net investment income                                        $ 1,597,681   $  1,493,942   $  1,434,019
- ------------------------------------------------------------------------------------------------------------
</TABLE>

   The carrying value of investments that produced no investment income during
1995 totaled $8,675 or .04% of total invested assets. The ultimate disposition
of these assets is not expected to have a material effect on VALIC's
consolidated results of operations and financial position.

2.2  REALIZED INVESTMENT GAINS (LOSSES)

   Realized investment gains (losses) were as follows:

<TABLE>
<CAPTION>
                                                                       1995          1994           1993
- ------------------------------------------------------------------------------------------------------------
<S>                                                               <C>           <C>            <C>
Fixed maturity securities                                         $       832   $    (83,950)  $     45,166
Equity securities                                                       7,706          2,143         12,060
Mortgage loans on real estate                                         (24,465)       (11,640)       (30,565)
Real estate                                                             3,767          1,608         (8,519)
Other                                                                   5,011         19,889           (173)
- ------------------------------------------------------------------------------------------------------------
  Realized gains (losses)
    before taxes                                                       (7,149)       (71,950)        17,969
Income tax expense (benefit)                                           (1,414)       (25,183)         6,289
- ------------------------------------------------------------------------------------------------------------
   Net realized investment
     gains (losses)                                               $    (5,735)  $    (46,767)  $     11,680
- ------------------------------------------------------------------------------------------------------------
</TABLE>

   Proceeds from sales of fixed maturity securities were $1,432,183,
$1,128,925, and $413,679 during 1995, 1994, and 1993, respectively. Gross gains
of $15,722, $7,610, and $25,737 and gross losses of $30,518, $89,917, and
$32,878, were realized on those sales during 1995, 1994, and 1993,
respectively.

   During fourth quarter 1994, AGC initiated a program to realize capital
losses for tax purposes to offset prior period capital gains. During 1995, AGC
received a tax refund of $45,944 generated by $126,285 in net capital losses
realized in fourth quarter 1994 primarily through the sale of fixed maturity
securities. In conjunction with this program, VALIC realized net capital losses
for tax purposes of $110,019 in fourth quarter 1994, primarily through the sale
of $1,186,197 of fixed maturity securities. Due to declining interest rates
during 1995, which resulted in increasing values of VALIC's fixed maturity
securities, no additional capital losses were realized under this program.

2.3  FIXED MATURITY AND EQUITY SECURITIES

   VALUATION. 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 were as follows:

<TABLE>
<CAPTION>
                                                    Amortized Cost                Gross Unrealized Gains        
                                           -------------------------------    ------------------------------
                                                 1995             1994            1995               1994       
- ------------------------------------------------------------------------------------------------------------
<S>                                        <C>               <C>              <C>            <C>                
U.S. Treasury securities and                                                                                    
  obligations of U.S. government                                                                                
  corporations and agencies                $    173,879      $    178,724     $    33,063    $        3,623     
Obligations of states and                                                                                       
  political subdivisions                         32,349            13,902           1,467                15     
Debt securities issued by                                                                                       
  foreign governments                           238,592           272,999          19,639             1,310     
Corporate securities                         11,338,933         9,413,532         792,302            91,402     
Mortgage-backed securities                    6,771,473         7,016,389         333,436            34,801     
Affiliated fixed maturity securities             32,275            35,314               -                 -     
Redeemable preferred stock                        2,601                 -               -                 -     
- ------------------------------------------------------------------------------------------------------------
  Total fixed maturity securities          $ 18,590,102      $ 16,930,860     $ 1,179,907    $      131,151     
- ------------------------------------------------------------------------------------------------------------
Equity securities                          $     56,825      $     69,774     $    14,966    $        4,153     
- ------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                    Gross Unrealized Losses                  Fair Value
                                               -------------------------------    --------------------------------
                                                   1995                1994            1995              1994
- ------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                <C>             <C>               <C>
U.S. Treasury securities and               
  obligations of U.S. government           
  corporations and agencies                    $         (25)     $    (2,165)    $     206,917     $     180,182
Obligations of states and                  
  political subdivisions                                 (15)          (1,290)           33,801            12,627
Debt securities issued by                  
  foreign governments                                      -          (14,570)          258,231           259,739
Corporate securities                                 (20,225)        (458,242)       12,111,010         9,046,692
Mortgage-backed securities                            (3,924)        (501,436)        7,100,985         6,549,754
Affiliated fixed maturity securities                       -                -            32,275            35,314
Redeemable preferred stock                               (94)               -             2,507                 -
- ------------------------------------------------------------------------------------------------------------------
  Total fixed maturity securities              $     (24,283)     $  (977,703)    $  19,745,726     $  16,084,308
- ------------------------------------------------------------------------------------------------------------------
Equity securities                              $         (21)     $    (1,175)    $      71,770     $      72,752
- ------------------------------------------------------------------------------------------------------------------

</TABLE>




8
<PAGE>   178
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

December 31, 1995

2.  INVESTMENTS - (CONTINUED)

   MATURITIES. The contractual maturities of fixed maturity securities at
December 31, 1995 were as follows:

<TABLE>
<CAPTION>
                                                                        Amortized                  Fair
                                                                           Cost                    Value
- -----------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                    <C>
Fixed maturity securities, excluding
  mortgage-backed securities
   Due in one year or less                                             $     66,864           $     67,872
   Due after one year through five years                                  1,937,164              2,052,167
   Due after five years through ten years                                 7,744,456              8,260,724
   Due after ten years                                                    2,070,145              2,263,978
Mortgage-backed securities                                                6,771,473              7,100,985
- -----------------------------------------------------------------------------------------------------------
      Total fixed maturity securities                                  $ 18,590,102           $ 19,745,726
- -----------------------------------------------------------------------------------------------------------
</TABLE>

   Actual maturities may differ from contractual maturities since borrowers may
have the right to call or prepay obligations. Corporate requirements and
investment strategies may result in the sale of investments before maturity.

2.4  NET UNREALIZED GAINS (LOSSES) ON SECURITIES

   Net unrealized gains (losses) on fixed maturity and equity securities
included in stockholder's equity at December 31 were as follows:

<TABLE>
<CAPTION>
                                                                           1995                    1994
- -----------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                    <C>
Gross unrealized gains                                                 $  1,194,873           $    135,304
Gross unrealized losses                                                     (24,304)              (978,877)
DPAC adjustments                                                           (551,624)               269,161
Deferred federal income taxes                                              (222,325)                10,931
- -----------------------------------------------------------------------------------------------------------
  Net unrealized gains (losses)
    on securities                                                      $    396,620           $   (563,481)
- -----------------------------------------------------------------------------------------------------------
</TABLE>

2.5  MORTGAGE LOANS ON REAL ESTATE

   DIVERSIFICATION. Diversification of the geographic location and type of
property collateralizing mortgage loans reduces the concentration of credit
risk. For new loans, VALIC requires loan-to-value ratios of 75% or less, based
on management's credit assessment of the borrower. At December 31 the mortgage
loan portfolio was distributed as follows:

<TABLE>
<CAPTION>
                                                                           1995                    1994
- -----------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                    <C>
Geographic distribution:
  Atlantic                                                             $    677,739           $    705,643
  Pacific and Mountain                                                      455,009                500,417
  Central                                                                   365,282                384,806
  Allowance for losses                                                      (54,213)               (55,665)
- -----------------------------------------------------------------------------------------------------------
    Total                                                              $  1,443,817           $  1,535,201
- -----------------------------------------------------------------------------------------------------------
Property type:
  Office                                                               $    478,493           $    512,229
  Retail                                                                    461,272                486,881
  Industrial                                                                223,374                253,760
  Apartments                                                                242,469                229,324
  Residential and other                                                      92,422                108,672
  Allowance for losses                                                      (54,213)               (55,665)
- -----------------------------------------------------------------------------------------------------------
    Total                                                              $  1,443,817           $  1,535,201
- -----------------------------------------------------------------------------------------------------------
</TABLE>

   ALLOWANCE. The allowance for mortgage loan losses was as follows:

<TABLE>
<CAPTION>
                                                                       1995          1994           1993
- -----------------------------------------------------------------------------------------------------------
<S>                                                               <C>           <C>            <C>
Balance at January 1                                              $    55,665   $     48,612   $     25,170
Net additions (a)                                                      12,619          9,926         31,757
Deductions (b)                                                        (14,071)        (2,873)        (8,315)
- -----------------------------------------------------------------------------------------------------------
  Balance at December 31                                          $    54,213   $     55,665   $     48,612
- -----------------------------------------------------------------------------------------------------------
</TABLE>

(a)  Charged to realized investment losses.
(b)  Resulting from foreclosures.

   IMPAIRED LOANS. Impaired mortgage loans on real estate and related interest
income were as follows:

<TABLE>
<CAPTION>
                                                                           1995                    1994
- -----------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                    <C>
Impaired loans:
  With allowance*                                                      $     63,167           $    100,353
  Without allowance                                                           2,577                  1,434
- -----------------------------------------------------------------------------------------------------------
    Total impaired loans                                               $     65,744           $    101,787
- -----------------------------------------------------------------------------------------------------------
Average investment                                                     $     83,049           $     79,337
Interest income earned                                                        7,012                  4,634
Interest income - cash basis                                                  6,539                  2,318
- -----------------------------------------------------------------------------------------------------------
</TABLE>

*  Represents gross amounts before allowance for mortgage loan losses of
$17,701 and $23,553, respectively.

3.  DEFERRED POLICY ACQUISITION COSTS (DPAC)

   DPAC at December 31 and the components of the change for the years then
ended, were as follows:

<TABLE>
<CAPTION>
                                                                       1995          1994           1993
- -----------------------------------------------------------------------------------------------------------
<S>                                                               <C>           <C>            <C>
Balance at January 1                                              $   910,479   $    113,116   $    473,764
Capitalization:
  Commissions                                                          52,959         44,899         43,131
  Other acquisition costs                                              51,743         43,147         39,829
  Accretion of interest                                                54,086         47,170         42,439
Amortization:
  Operating earnings                                                  (70,927)       (60,433)       (52,439)
  Offset to realized losses                                             4,991         19,812              -
  Effect of net unrealized
    (gains) losses on securities                                     (820,785)       702,768       (433,608)
- -----------------------------------------------------------------------------------------------------------
Balance at December 31                                            $   182,546   $    910,479   $    113,116
- -----------------------------------------------------------------------------------------------------------
</TABLE>

4.  INCOME TAXES

4.1  TAX-SHARING AGREEMENT

   VALIC, combined with its Separate Accounts, is taxed as a life insurance
company. VALIC and the Separate Accounts are included in the consolidated life
insurance company tax return of AGC. VALIC participates in a tax-sharing
agreement with the other companies included in the consolidated return. Under
this agreement, tax payments are made to AGC as if the companies filed separate
tax returns and companies incurring operating losses and/or capital losses are
reimbursed for the use of these losses by the consolidated return group.





                                                                               9
<PAGE>   179
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

Notes to Consolidated Financial Statements - Continued

December 31, 1995

4.2  TAX LIABILITIES

   Components of income tax liabilities and assets at December 31 were as
follows:

<TABLE>
<CAPTION>
                                                                           1995                    1994
- -----------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                    <C>
Current tax liabilities (assets)                                       $     10,740           $    (36,282)
- -----------------------------------------------------------------------------------------------------------
Deferred tax liabilities, applicable to:
  Basis differential of investments                                         428,863                  7,105
  Deferred policy acquisition costs                                          61,915                317,015
  Other                                                                       2,480                  2,322
- -----------------------------------------------------------------------------------------------------------
     Total deferred tax liabilities                                         493,258                326,442
- -----------------------------------------------------------------------------------------------------------
Deferred tax assets, applicable to:
  Policy reserves                                                          (100,014)               (71,232)
  Other                                                                      (9,381)               (10,287)
  Basis differential of investments                                          (7,527)              (295,251)
- -----------------------------------------------------------------------------------------------------------
     Total deferred tax assets before
        valuation allowance                                                (116,922)              (376,770)
     Valuation allowance                                                         --                195,972
- -----------------------------------------------------------------------------------------------------------
     Total deferred tax assets net of,
         valuation allowance                                               (116,922)              (180,798)
- -----------------------------------------------------------------------------------------------------------
         Net deferred tax liabilities                                       376,336                145,644
- -----------------------------------------------------------------------------------------------------------
             Total income tax liabilities                              $    387,076           $    109,362
- -----------------------------------------------------------------------------------------------------------
</TABLE>

   The deferred tax asset valuation allowance at December 31, 1994, was
attributable to unrealized losses on securities and had no income statement
impact.

4.3  TAX EXPENSE

   Components of income tax expense were as follows:

<TABLE>
<CAPTION>
                                                                       1995          1994           1993
- -------------------------------------------------------------------------------------------------------------
<S>                                                               <C>           <C>            <C>
Current:
  Federal                                                         $    99,273   $     52,973   $     93,936
  State                                                                 3,224          2,368          1,461
- -------------------------------------------------------------------------------------------------------------
    Total current income
       tax expense                                                    102,497         55,341         95,397
- -------------------------------------------------------------------------------------------------------------
Deferred, applicable to:
  Basis differential of
     investments                                                         (786)         7,189         (2,600)
  Deferred policy acquisition
     costs                                                             32,174         32,800         25,119
  Policy reserves                                                     (28,780)       (31,085)       (32,633)
  Other, net                                                           (5,385)         5,938          4,070
- -------------------------------------------------------------------------------------------------------------
    Total deferred income
       tax expense (benefit)                                           (2,777)        14,842         (6,044)
- -------------------------------------------------------------------------------------------------------------
       Income tax expense                                         $    99,720   $     70,183   $     89,353
- -------------------------------------------------------------------------------------------------------------
</TABLE>

   Effective January 1, 1993, the federal corporate tax rate increased from 34%
to 35%. The effect of the 1% tax rate increase on the existing deferred tax
liability was $4,490. This amount was included in 1993 income tax expense.

   A reconciliation between the federal income tax rate and the effective tax
rate follows:

<TABLE>
<CAPTION>
                                                                       1995          1994           1993
- -------------------------------------------------------------------------------------------------------------
<S>                                                               <C>           <C>            <C>
Federal income tax rate                                                   35%            35%            35%
Income tax expense at
  applicable rate                                                 $   104,652   $     74,050   $     90,034
Dividends received
  deduction                                                            (3,883)        (3,392)        (1,819)
Tax-exempt interest (ESOP)                                             (4,426)        (4,670)        (4,996)
Effect of tax rate change
  on deferred tax liabilities                                               -              -          4,490
State income taxes                                                      2,918          7,051          1,461
Other items                                                               459         (2,856)           183
- -------------------------------------------------------------------------------------------------------------
  Income tax expense                                              $    99,720   $     70,183   $     89,353
- -------------------------------------------------------------------------------------------------------------
</TABLE>

   Federal income taxes paid in 1995, 1994, and 1993 were $52,790, $122,608,
and $$59,613, respectively. State income taxes paid in 1995, 1994 and 1993 were
$2,653, $3,390 and $1,363, respectively.

5.  CAPITAL STOCK

   VALIC has two classes of capital stock:  preferred stock ($1.00 par value
with 2 million shares authorized) that may be issued with such dividend,
liquidation, redemption, conversion, voting, and other rights as the board of
directors may determine, and common stock ($1.00 par value, 5 million shares
authorized).

   VALIC is restricted by state insurance laws as to the amount it may pay as
dividends without prior approval from the Texas Department of Insurance. The
maximum dividend payout which may be made without prior approval in 1996 is
$172,402.

6.  DERIVATIVE FINANCIAL INSTRUMENTS

6.1  USE OF DERIVATIVE FINANCIAL INSTRUMENTS

   VALIC's objectives for using interest rate swap agreements on its investment
securities are to effectively convert specific investment securities from a
floating to a fixed-rate basis, or vice versa, and to hedge against the risk of
rising prices on anticipated investment security purchases.

   VALIC's objectives for using currency swap agreements are to effectively
convert cash flows from specific investment securities denominated in foreign
currencies into U.S. dollars at specified exchange rates, and to hedge against
currency rate fluctuations on anticipated investment security purchases.

   Derivative financial instruments related to investment securities, which
were not used prior to 1994, did not have a material effect on net investment
income in 1995 or 1994. VALIC is neither a dealer nor a trader in derivative
financial instruments.





10
<PAGE>   180
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

Notes to Consolidated Financial Statements - Continued

December 31, 1995

6.2  CREDIT AND MARKET RISK

   VALIC is exposed to credit risk in the event of nonperformance by
counterparties to swap agreements. The company limits this exposure by entering
into swap agreements with counterparties having high credit ratings, basing the
amount and term of agreements on these credit ratings, and regularly monitoring
the ratings.

   VALIC's credit exposure on swaps is limited to the fair value of swap
agreements that are favorable to the company.  VALIC does not expect any
counterparty to fail to meet its obligation; however, nonperformance would not
have a material impact on the consolidated financial statements.

   VALIC's exposure to market risk is mitigated by the offsetting effects of
changes in the value of swap agreements and of the related investment
securities.

6.3  ACCOUNTING POLICIES

   The difference between amounts paid and received on swap agreements is
recorded on an accrual basis as an adjustment to investment expense or
investment income, 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 the swap agreements are recognized in the consolidated
balance sheet if they hedge investment securities carried at fair value or
anticipated investment purchases. In this event, changes in the fair value of a
swap agreement are reported in net unrealized gains (losses) on securities
included in shareholder's equity, consistent with the treatment of the related
investment security.

   For swap agreements hedging anticipated investment security purchases, the
net swap settlement amount or unrealized gain or loss is deferred and included
in the measurement of the anticipated transaction when it occurs.

   Any gain or loss from early termination of swap agreements is recognized in
income if the related investment security is sold. Otherwise, the gain or loss
from early termination is deferred and amortized into income over the remaining
term of the related investment security.

6.4  TERMS OF DERIVATIVE FINANCIAL INSTRUMENTS

   Swap agreements generally have terms of two to ten years. Average floating
rates may change significantly, thereby affecting future cash flows.

   Derivative financial instruments related to investment securities at
December 31, 1995 were as follows:

<TABLE>
<S>                                                                    <C>
- -----------------------------------------------------------------------------------
Interest rate swap agreements to pay fixed rate
  Notional amount                                                      $    15,000
  Average receive rate                                                        7.10%
  Average pay rate                                                            5.93
- -----------------------------------------------------------------------------------
Currency swap agreements (receive U.S.$/pay Canadian$)
  Notional amount (in U.S.$)                                           $    62,223
  Average exchange rate                                                       1.62
- -----------------------------------------------------------------------------------
</TABLE>

7.  FAIR VALUE OF FINANCIAL INSTRUMENTS

   Carrying amounts and fair values for certain of VALIC'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 VALIC's assets and liabilities, and
(2) the reporting of investments at fair value without a corresponding
revaluation of related policyholder liabilities can be misinterpreted.

<TABLE>
<CAPTION>
                                                                   1995                              1994
                                                       ----------------------------    -------------------------------
                                                        Fair            Carrying            Fair           Carrying
                                                        Value            Amount            Value            Amount
- ----------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>             <C>             <C>               <C>
Assets
  Fixed maturity and equity securities                $ 19,817,496*   $ 19,817,496*   $ 16,157,060*     $  16,157,060*
  Mortgage loans on real estate                          1,473,598       1,443,817       1,533,403          1,535,201
  Policy Loans                                             567,199         557,637         474,830            474,830
Liabilities
  Insurance investment contracts                        19,883,419      20,146,697      16,273,449         18,656,189
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

*  Includes derivative financial instruments with negative fair value of $1,121
   in 1995 and positive fair value of $952 in 1994.





                                                                              11
<PAGE>   181
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

Notes to Consolidated Financial Statements - Continued

December 31, 1995

7.  FAIR VALUE OF FINANCIAL INSTRUMENTS - (CONTINUED)

     The following methods and assumptions were used to estimate the fair
values 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 the investments.

   MORTGAGE LOANS ON REAL ESTATE. Fair value of mortgage loans was estimated
primarily using discounted cash flows, based on contractual maturities and
discount rates that were based on U.S. Treasury rates for similar maturity
ranges, adjusted for risk, based on property type.

   POLICY LOANS. Fair value of policy loans was estimated using discounted cash
flows and actuarially-determined assumptions, incorporating market rates.

   INSURANCE INVESTMENT CONTRACTS. Fair value of insurance investment
contracts, which do not subject VALIC to significant risks arising from
policyholder mortality or morbidity, was estimated using cash flows discounted
at market interest rates. Care should be exercised in drawing conclusions from
the estimated fair value, since the estimates are based on assumptions
regarding future economic activity.

8.  TRANSACTIONS WITH AFFILIATED COMPANIES

   In the ordinary course of business, VALIC is occasionally involved in
transactions with affiliated companies.  Transactions involving the purchase or
disposal of securities are consummated at the market value of the security on
the date of the transaction. Transactions with affiliated companies during each
of the three years in the period ended December 31, 1995 were as follows:

   Operating expenses include $21,173 in 1995, $23,138 in 1994, and $23,055 in
1993 for amounts paid to AGC or its subsidiaries primarily for rent, data
processing services, use of facilities, and investment expenses.  Interest paid
on borrowings from AGC totaled $1,662 in 1995, $525 in 1994, and $430 in 1993.

   On November 4, 1982, VALIC invested $11,853 in 13 1/2% Restricted
Subordinated Notes due November 4, 2002 issued by AGC. The principal amount of
the note is due November 4, 2002. Principal payments of $592 were received on
November 4, 1995, and 1994. AGC called an amount totaling $410 on November 4,
1993. VALIC recognized $1,452 in interest income during 1995, $1,532 for 1994,
and $1,591 for 1993.

   On December 31, 1984, VALIC entered into a $48,929 note purchase agreement
with AGC. Under the agreement AGC issued an adjustable rate promissory note in
exchange for VALIC's holdings of AGC preferred stock, common stock, and
warrants.  The principal amount of the note is due in 20 equal installment
payments commencing December 29, 1985 and concluding December 29, 2004.
Principal payments of $2,446 were received on December 29, 1995, December 31,
1994, and December 29, 1993. VALIC recognized $1,729, $1,810, and $1,875 of
interest income on the note during 1995, 1994, and 1993, respectively.

   On March 19, 1993, VALIC received a capital contribution of $40,000 from
American General Life Insurance Company (AGL).

   On June 30, 1993, VALIC received a capital contribution from AGL of
furniture and equipment with a book value of $12,942 and a related deferred tax
liability of $1,096.

   On February 14, 1994, VALIC acquired from AGL bonds of various issuers at a
cost of $11,268.

   On February 15, 1994, VALIC acquired from AGL bonds of various issuers at a
cost of $9,900.

   On September 30, 1995, VALIC received a capital contribution from AGL of
electronic data processing equipment with a book value of $1,575 and a related
tax liability of $214.

   VALIC paid common stock dividends of $95,000, $26.57 per share, and $53,000,
$14.83 per share, to AGL in 1995 and 1994, respectively.

9.  COMMITMENTS AND CONTINGENCIES

   VALIC is a defendant in various lawsuits arising in the normal course of
business. VALIC believes it has valid defenses in these lawsuits and is
defending the cases vigorously. VALIC also  believes that the total amounts
that would ultimately have to be paid arising from these lawsuits would have no
material effect on its consolidated financial position.

   All 50 states have laws requiring solvent life insurance companies to pay
assessments to state guaranty associations to protect the interests of
policyholders of insolvent life insurance companies. State guaranty fund
expense included in operating costs and expenses was $18,961, $6,300, and
$7,000, for the years ended December 31, 1995, 1994, and 1993, respectively.
The accrued liability for anticipated assessments was $20,249, $10,214, and
$13,727, at December 31, 1995, 1994, and 1993, respectively. The 1995 liability
was estimated by VALIC using the latest information available from the National
Organization of Life and Health Insurance Guaranty Associations. Although the
amount accrued represents VALIC's best estimate of its liability, this estimate
may change in the future. Additionally, changes in state laws could decrease
the amount recoverable against future premium taxes.

10.   EMPLOYEE BENEFIT PLANS

10.1   PENSION PLANS

   VALIC participates in several employee benefit plans which together cover
substantially all of its employees. One of these plans is a defined benefit
plan. Pension benefits under this plan are based on the participant's average
monthly compensation and length of credited service. VALIC's funding policy for
this plan is to contribute annually no more than the maximum amount that can be
deducted for federal income tax purposes.





12
<PAGE>   182
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 1995

10.  EMPLOYEE BENEFIT PLANS - (CONTINUED)

   The components of pension expense for the defined benefit plan were as
follows:

<TABLE>
<CAPTION>
                                                                       1995          1994           1993
- -------------------------------------------------------------------------------------------------------------
<S>                                                               <C>           <C>            <C>
Service cost (benefits earned)
  during period                                                   $       601   $        759   $        567
Interest cost on projected
  benefit obligation                                                      635            551            407
Actual (return) loss on
  plan assets                                                          (1,249)           414           (667)
Amortization of unrecognized
  net asset existing at date of
  initial application                                                     (72)           (58)           (58)
Amortization of unrecognized
  prior service cost                                                       44             35             35
Deferral of net asset gain (loss)                                         749           (920)           224
- -------------------------------------------------------------------------------------------------------------
  Total pension expense                                           $       708   $        781   $        508
- -------------------------------------------------------------------------------------------------------------

</TABLE>


Assumptions used for 1995, 1994, and 1993:

<TABLE>
<S>                                                                     <C>            <C>            <C>
Weighted-average discount rate
  on benefit obligation                                                  7.25%          8.50%          7.25%
Rate of increase in
  compensation levels                                                    4.00%          4.00%          4.00%
Expected long-term rate of
  return on plan assets                                                 10.00%         10.00%         10.00%
</TABLE>

   The following table sets forth the funded status and amounts recognized in
the Consolidated Balance Sheet at December 31 for VALIC's defined benefit
pension plan:

<TABLE>
<CAPTION>
                                                                           1995                    1994
- ------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                    <C>
Actuarial present value of benefit obligation:
  Vested                                                               $      6,983           $      4,862
  Nonvested                                                                   1,127                    285
- ------------------------------------------------------------------------------------------------------------
Accumulated benefit obligation                                                8,110                  5,147
Effect of increase in compensation levels                                     2,219                  1,607
- ------------------------------------------------------------------------------------------------------------
Projected benefit obligation                                                 10,329                  6,754
Plan assets at fair value                                                     6,406                  5,211
- ------------------------------------------------------------------------------------------------------------
Plan assets in excess of projected
  benefit obligation                                                         (3,923)                (1,543)
Unrecognized net gain                                                         2,037                    306
Unrecognized prior service cost                                                 105                    148
Unrecognized net obligation at
  January 1, net of amortization                                                (23)                   (93)
- ------------------------------------------------------------------------------------------------------------
    Net pension liability                                              $     (1,804)          $     (1,182)
- ------------------------------------------------------------------------------------------------------------
</TABLE>

   Equity and fixed maturity securities were 63% and 35%, respectively, of the
plans' assets at the plans' most recent balance sheet dates. The remaining plan
assets consisted primarily of cash equivalents and investment-related
receivables.

10.2  POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

   VALIC, through American General Corporation, has life, medical, supplemental
major medical, and dental plans for certain retired employees and agents. Most
plans are contributory, with retiree contributions adjusted annually to limit
employer contributions to predetermined amounts. VALIC has reserved the right
to change or eliminate these benefits at any time.

   The life plans are fully insured; the retiree and medical and dental plans
are unfunded and self-insured.

   The plans' combined funded status and the accrued postretirement benefit
cost included in other liabilities at December 31 were as follows:

<TABLE>
<CAPTION>
                                                                           1995                    1994
- ------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                    <C>
Actuarial present value of benefit obligations
  Retirees                                                             $        115           $        142
  Fully eligible active plan participants                                        26                    272
  Other active plan participants                                              1,509                    865
- ------------------------------------------------------------------------------------------------------------
Accumulated postretirement
  benefit obligation (APBO)                                                   1,650                  1,279
Unrecognized net gain (loss)                                                   (393)                  (114)
- ------------------------------------------------------------------------------------------------------------
    Accrued benefit cost                                               $      1,257           $      1,165
- ------------------------------------------------------------------------------------------------------------
Discount rate on postretirement
  benefit obligations                                                          7.25%                  8.50%
- ------------------------------------------------------------------------------------------------------------

</TABLE>


Postretirement benefit expense was as follows:

<TABLE>
<S>                                                                    <C>                    <C>
- ------------------------------------------------------------------------------------------------------------
Service cost (benefits earned)                                         $        110           $        131
Interest cost on accumulated
  postretirement benefit obligation                                             118                    150
- ------------------------------------------------------------------------------------------------------------
    Postretirement benefit expense                                     $        228           $        281
- ------------------------------------------------------------------------------------------------------------
</TABLE>

   For measurement purposes, a 11.5% annual rate of increase in the per capita
cost of covered health care benefits was assumed in 1996; the rate was assumed
to decrease gradually to 6% in 2007 and remain at that level. A 1% increase in
the assumed annual rate of increase in per capita cost of health care benefits
results in a $108 increase in the accumulated postretirement benefit obligation
and a $15 increase in postretirement benefit expense.





                                                                              13
<PAGE>   183
================================================================================
CHAIRMAN'S LETTER                                             SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------

TO OUR PARTICIPANTS:

We are pleased to present the December 31, 1995 Annual Report to Contract
Owners for Separate Account A of the  Variable Annuity Life Insurance Company.
A summary of the change in unit value for each fund and each product series
(Portfolio Director, Independence Plus, Group Unit Purchase and Impact) appears
on page two.

The economic climate in 1995 was positive for investors. Economic growth was
steady and inflation was well controlled.  Gross Domestic Product increased
modestly in each of the three quarters that were reported and the same should
hold true for the fourth quarter. The full year GDP gain is estimated at 2.1%.
Monthly Consumer Price Index changes varied between 0.4% and zero. For the year
the CPI change is 2.5%.

In that environment the Federal Reserve Board was accommodative. From the 6%
level in February, Federal Funds were reduced by one quarter point in July and
a like amount in December. That was followed by another quarter point cut in
January. Those actions resulted in an interest rate decline of nearly 2% on the
U.S. Treasury long bond.

VALIC's domestic indexed funds provided returns ranging from 26% to 36%.
Managed domestic equity funds returned 23% to 60%. International funds earned
between 9% and 21%. Market and economic conditions were not as favorable
outside the U.S. as they were domestically.

The three bond funds gained 16% to 20%, benefitting from the decline in
interest rates.

In the Lipper Analytical rankings, all but three of VALIC's funds were in the
top half of the funds with similar objectives. Of the thirteen funds in the top
half, seven were in the top quartile.

In the Morningstar rankings, ten of VALIC's funds were in the top half and of
those six were in the top quartile.  If you have any questions about your
contract or this report, we would be happy to hear from you.

                                     Respectfully,


                                     /s/ STEPHEN D. BICKEL
                                     Stephen D. Bickel, Chairman and CEO
                                     The Variable Annuity Life Insurance Company

January 26, 1996


This report is not authorized for distribution as advertising or sales
literature. This report is published exclusively for the information of the
variable annuity contract owners of the Company in accordance with section 30
(d) of the Investment Company Act of 1940.




                                      1
<PAGE>   184
================================================================================
CHAIRMAN'S LETTER - CONTINUED                                 SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------


UNIT VALUE RETURNS
(Unaudited)
<TABLE>
<CAPTION>
                                                                                                                               
                                                                                                  ONE YEAR TOTAL RETURNS FOR THE
                                                 PORTFOLIO  INDEPENDENCE             GROUP UNIT      YEAR ENDING DECEMBER 31,   
                                                 DIRECTOR       PLUS       IMPACT     PURCHASE    -------------------------------
                                                 DIVISION     DIVISION    DIVISION    DIVISION           1995         1994
                                                ---------------------------------------------------------------------------------
<S>                                                 <C>          <C>         <C>      <C>                <C>          <C>
INDEXED FUNDS                                                                                          
   Stock Index Fund   . . . . . . . . . . .         10C          10C         10D      10A, 10B           35.95%       (0.30)%
   MidCap Index Fund  . . . . . . . . . . .          4            4           4          N/A             29.24        (4.70)
   Small Cap Index Fund . . . . . . . . . .         14           14          N/A         N/A             26.39        (4.30)
   International Equities Fund  . . . . . .         11           11          N/A         N/A              9.67         6.90
MANAGED FUNDS                                                                                          
   Growth Fund  . . . . . . . . . . . . . .         15           N/A         N/A         N/A             46.40         0.18  (1)
   Growth & Income Fund . . . . . . . . . .         16           N/A         N/A         N/A             30.55        (0.68) (1)
   Science & Technology Fund  . . . . . . .         17           N/A         N/A         N/A             60.07        24.77  (1)
   Social Awareness Fund  . . . . . . . . .         12           12          N/A         N/A             37.57        (2.42)
   Timed Opportunity Fund . . . . . . . . .          5            5           5          N/A             23.55        (2.29)
   Capital Conservation Fund  . . . . . . .          7            7           1          N/A             19.58        (7.04)
   Government Securities Fund . . . . . . .          8            8          N/A         N/A             16.31        (5.44)
   International Government Bond Fund . . .         13           13          N/A         N/A             17.63         3.42
   Money Market Fund  . . . . . . . . . . .          6            6           2          N/A              4.51         2.77
   Dreyfus Small Cap Fund . . . . . . . . .         18           N/A         N/A         N/A             27.78         6.33
   Templeton Asset Allocation Fund  . . . .         19           N/A         N/A         N/A             21.02        (4.24)
   Templeton International Fund . . . . . .         20           N/A         N/A         N/A             14.34        (3.49)
</TABLE>                                                          
                                                                  
(1)   Since April 29, 1994, inception of the Fund.                
                                                                  
                                                                  
VARIABLE ACCOUNT PERFORMANCE                
FOR THE YEAR ENDED DECEMBER 31, 1995        
                                             
<TABLE>                                      
<CAPTION>                                    
                                                                      LIPPER ANALYTICAL                
                                                                        SERVICES, INC.              MORNINGSTAR, INC.
                                                               ----------------------------  -----------------------------
                                                       UNIT         RANKING                       RANKING               
                                                      VALUE    -------------------- AVERAGE  -------------------- AVERAGE
                                                      RETURN   POSITION  PERCENTILE  RETURN  POSITION  PERCENTILE RETURN
                                                    ----------------------------------------------------------------------
<S>                                                    <C>      <C>         <C>       <C>    <C>          <C>      <C>
Stock Index Fund  . . . . . . . . . . . . . . .        35.95%    6/48        88%      35.31    18/267      93%     31.77
MidCap Index Fund . . . . . . . . . . . . . . .        29.24     17/31       45       32.67   272/409      33      31.10
Small Cap Index Fund  . . . . . . . . . . . . .        26.39     34/55       38       28.20   123/155      21      30.74
International Equities Fund . . . . . . . . . .         9.67    64/133       52        9.60   126/248      49      10.38
Growth Fund . . . . . . . . . . . . . . . . . .        46.40    3/226        99       30.51    4/409       99      31.10
Growth & Income Fund  . . . . . . . . . . . . .        30.55    68/139       51       31.16   177/267      34      31.77
Science & Technology Fund . . . . . . . . . . .        60.07     1/17       100       31.04     1/63      100      20.68
Social Awareness Fund . . . . . . . . . . . . .        37.57     3/17        82       31.04    5/267       98      31.77
Timed Opportunity Fund  . . . . . . . . . . . .        23.55    65/184       65       21.58   116/322      64      22.17
Capital Conservation Fund . . . . . . . . . . .        19.58     7/82        91       17.37    33/239      86      16.44
Government Securities Fund  . . . . . . . . . .        16.31     27/60       55       15.47    43/113      62      15.83
International Government Bond Fund  . . . . . .        17.63     7/46        85       12.87    17/62       73      14.15
Money Market Fund . . . . . . . . . . . . . . .         4.51    65/227       71        4.35    63/219      71       4.34
Dreyfus Small Cap Fund  . . . . . . . . . . . .        27.78    29/55        47       28.20  111/155       28      30.74
Templeton Asset Allocation Fund . . . . . . . .        21.02     7/14        50       18.62  193/322       40      22.17
Templeton International Fund  . . . . . . . . .        14.34    13/133       90        9.60   48/248       81      10.38
</TABLE>

SOURCES:  Morningstar Variable Annuity/Life Performance Report, January 1996
          Lipper Variable Insurance Products Performance Analysis Service, 
          December 1995

The Portfolio Director rankings shown in this publication indicate the total
return rankings of Separate Account A's divisions compared to Morningstar and
Lipper categories for the twelve month period ending 12/31/95. The total
returns and rankings displayed show value after all management, administration
fees and fund expenses and do not include potential sales charges or
maintenance fees, if applicable. For total return information over a longer
period, see the Portfolio Director prospectus. The performance shown represents
past performance. The principal value of an investment will fluctuate so that
an investor's shares, when redeemed, may be worth more or less than their
original cost. Past performance does not guarantee future returns.


                                       2
<PAGE>   185
================================================================================
FINANCIAL STATEMENTS                                          SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------


STATEMENT OF NET ASSETS
December 31, 1995

<TABLE>
<CAPTION>
ASSETS:                                                                                    ALL DIVISIONS
                                                                                          ---------------
<S>                                                                                       <C>
Total investment in shares of mutual funds, at market (cost $3,569,502,230) . . . . .     $ 4,265,526,052
Balance due from VALIC general account  . . . . . . . . . . . . . . . . . . . . . . .           5,104,219
                                                                                          ---------------
NET ASSETS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $ 4,270,630,271
                                                                                          ===============
CONTRACT OWNER RESERVES:
Reserves for redeemable annuity contracts
  (Net of applicable contract loans - partial withdrawals with right of                  
    reinvestment) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $ 4,258,190,663                      
Reserves for annuity contracts on benefit . . . . . . . . . . . . . . . . . . . . . .          12,439,608
                                                                                          ---------------
TOTAL CONTRACT OWNER RESERVES . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $ 4,270,630,271
                                                                                          ===============

STATEMENT OF OPERATIONS
For the year ended December 31, 1995

INVESTMENT INCOME:                                                                         ALL DIVISIONS
                                                                                          ---------------
Dividends from mutual funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $    68,067,158
                                                                                          ---------------

EXPENSES:
Mortality risk charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          26,346,212
Expense risk charge   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           7,529,006
                                                                                          ---------------
  Total expenses    . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          33,875,218
                                                                                          ---------------
NET INVESTMENT INCOME   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          34,191,940
                                                                                          ===============

REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments  . . . . . . . . . . . . . . . . . . . . . . . . . .          54,777,042
Capital gains distributions from mutual funds . . . . . . . . . . . . . . . . . . . .         110,007,833
Net unrealized appreciation of investments during the year  . . . . . . . . . . . . .         640,017,922
                                                                                          ---------------
  Net realized and unrealized gain on investments   . . . . . . . . . . . . . . . . .         804,802,797
                                                                                          ---------------
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS. . . . . . . . . . . . . . . . . . .     $   838,994,737
                                                                                          ===============

STATEMENTS OF CHANGES IN NET ASSETS                                                                 ALL DIVISIONS
For the year ended December 31:                                                           ------------------------------
                                                                                                1995               1994
OPERATIONS:                                                                               ------------------------------
Net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $    34,191,940  $  32,581,603
Net realized gain on investments  . . . . . . . . . . . . . . . . . . . . . . . . . .          54,777,042     14,131,361
Capital gains distributions from mutual funds . . . . . . . . . . . . . . . . . . . .         110,007,833     25,307,836
Net unrealized appreciation (depreciation) of investments during the year . . . . . .         640,017,922    (95,069,796)
                                                                                          ---------------  -------------
  Increase (decrease) in net assets resulting from operations   . . . . . . . . . . .         838,994,737    (23,048,996)
                                                                                          ---------------  -------------

PRINCIPAL TRANSACTIONS:

Purchase payments   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         820,355,349    581,037,348
Surrenders of accumulation units by terminations, withdrawals, and
  maintenance fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        (114,759,722)   (96,084,797)
Annuity benefit payments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          (1,588,610)    (1,371,515)
Amounts transferred from VALIC general account  . . . . . . . . . . . . . . . . . . .         220,818,448    155,830,645
                                                                                          ---------------  -------------
  Increase in net assets resulting from principal transactions    . . . . . . . . . .         924,825,465    639,411,681
                                                                                          ---------------  -------------
TOTAL INCREASE IN NET ASSETS  . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1,763,820,202    616,362,685

NET ASSETS:
Beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       2,506,810,069   1,890,447,384
                                                                                          ---------------  --------------
End of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $ 4,270,630,271  $2,506,810,069
                                                                                          ===============  =============
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.


                                       3
<PAGE>   186
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------


STATEMENTS OF NET ASSETS
December 31, 1995

<TABLE>
<CAPTION>
                                                                              STOCK INDEX FUND         
                                                        --------------------------------------------------------------
                                                        DIVISION 10A     DIVISION 10B     DIVISION 10C    DIVISION 10D
                                                        ------------     ------------     ------------    ------------
<S>                                                     <C>               <C>           <C>                <C>
ASSETS:
Investment in shares of mutual funds, at market . .     $341,205,299      $28,301,222   $1,066,560,864     $41,200,277
Balance due (to) from VALIC general account . . . .          (36,122)          (7,529)         822,847           4,929
                                                        ------------      -----------   --------------     -----------
NET ASSETS  . . . . . . . . . . . . . . . . . . . .     $341,169,177      $28,293,693   $1,067,383,711     $41,205,206
                                                        ============      ===========   ==============     ===========

CONTRACT OWNER RESERVES:
Reserves for redeemable annuity contracts (Net of
  applicable contract loans - partial withdrawals
  with right of reinvestment) . . . . . . . . . . .     $331,057,207      $26,875,071   $1,067,072,765     $41,076,367
Reserves for annuity contracts on benefit . . . . .       10,111,970        1,418,622          310,946         128,839
                                                        ------------      -----------   --------------     -----------
TOTAL CONTRACT OWNER RESERVES   . . . . . . . . . .     $341,169,177      $28,293,693   $1,067,383,711     $41,205,206
                                                        ============      ===========   ==============     ===========
</TABLE>

STATEMENTS OF NET ASSETS
December 31, 1995

<TABLE>
<CAPTION>
                                                           SOCIAL           TIMED
                                                          AWARENESS      OPPORTUNITY        CAPITAL CONSERVATION FUND
                                                            FUND             FUND           --------------------------
ASSETS:                                                  DIVISION 12      DIVISION 5        DIVISION 1      DIVISION 7
                                                         -----------     -----------        ----------      ----------
<S>                                                      <C>             <C>                <C>            <C>
Investment in shares of mutual funds, at market . .      $59,966,151     $182,869,410       $7,770,858     $53,368,978
Balance due (to) from VALIC general account . . . .          133,659           84,295           12,591         219,088
                                                         -----------     ------------       ----------     -----------
NET ASSETS  . . . . . . . . . . . . . . . . . . . .      $60,099,810     $182,953,705       $7,783,449     $53,588,066
                                                         ===========     ============       ==========     ===========

CONTRACT OWNER RESERVES:
Reserves for redeemable annuity contracts (Net of
  applicable contract loans - partial withdrawals
  with right of reinvestment) . . . . . . . . . . .      $60,099,810     $182,879,468       $7,778,840     $53,588,066
Reserves for annuity contracts on benefit   . . . .               --           74,237            4,609              --
                                                         -----------     ------------       ----------     -----------
TOTAL CONTRACT OWNER RESERVES   . . . . . . . . . .      $60,099,810     $182,953,705       $7,783,449     $53,588,066
                                                         ===========     ============       ==========     ===========
</TABLE>



SEE NOTES TO FINANCIAL STATEMENTS.



                                      4
<PAGE>   187
================================================================================
                                                              SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
     MIDCAP          SMALL CAP       INTERNATIONAL                         GROWTH &          SCIENCE &
     INDEX             INDEX            EQUITIES           GROWTH           INCOME          TECHNOLOGY
      FUND              FUND              FUND              FUND             FUND              FUND
   DIVISION 4       DIVISION 14       DIVISION 11       DIVISION 15       DIVISION 16       DIVISION 17
  ------------      ------------     ------------      ------------       -----------      ------------
  <S>               <C>              <C>               <C>                <C>              <C>
  $480,090,535      $152,407,245     $199,139,104      $240,566,401       $66,881,957      $374,148,985
       316,741         (416,173)          548,336           577,364           253,619         1,064,371
  ------------      ------------     ------------      ------------       -----------      ------------
  $480,407,276      $151,991,072     $199,687,440      $241,143,765       $67,135,576      $375,213,356
  ============      ============     ============      ============       ===========      ============

  $480,328,146      $151,918,885     $199,562,349      $241,143,765       $67,135,576      $375,193,754
        79,130            72,187          125,091                --                --            19,602
  ------------      ------------     ------------      ------------       -----------      ------------
  $480,407,276      $151,991,072     $199,687,440      $241,143,765       $67,135,576      $375,213,356
  ============      ============     ============      ============       ===========      ============
</TABLE>



<TABLE>
<CAPTION>
                   
                                                                                            TEMPLETON
    GOVERNMENT      INTERNATIONAL                                           DREYFUS            ASSET           TEMPLETON
    SECURITIES        GOVERNMENT              MONEY MARKET FUND            SMALL CAP        ALLOCATION       INTERNATIONAL
       FUND           BOND FUND        ----------------------------          FUND              FUND              FUND
    DIVISION 8       DIVISION 13       DIVISION 2        DIVISION 6       DIVISION 18       DIVISION 19       DIVISION 20
   -----------      ------------       ----------       -----------      ------------       -----------      -------------
   <S>              <C>                <C>              <C>              <C>                <C>              <C>
   $71,615,518      $112,179,184       $6,379,563       $80,556,398      $356,075,243       $94,348,477      $249,894,383
        88,257           132,996           11,459          (299,003)          828,651           276,875           486,968
   -----------      ------------       ----------       -----------      ------------       -----------      ------------
   $71,703,775      $112,312,180       $6,391,022       $80,257,395      $356,903,894       $94,625,352      $250,381,351
   ===========      ============       ==========       ===========      ============       ===========      ============

   $71,703,775      $112,312,180       $6,391,022       $80,239,114      $356,865,344       $94,600,086      $250,369,073
            --                --               --            18,281            38,550            25,266            12,278
   -----------      ------------       ----------       -----------      ------------       -----------      ------------
   $71,703,775      $112,312,180       $6,391,022       $80,257,395      $356,903,894       $94,625,352      $250,381,351
   ===========      ============       ==========       ===========      ============       ===========      ============
</TABLE>


                                       5
<PAGE>   188
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

STATEMENTS OF OPERATIONS
For the year ended December 31, 1995


<TABLE>
<CAPTION>
                                                                               STOCK INDEX FUND
                                                        ---------------------------------------------------------------
INVESTMENT INCOME:                                      DIVISION 10A      DIVISION 10B    DIVISION 10C     DIVISION 10D
                                                        ------------      ------------    ------------     ------------
<S>                                                      <C>               <C>            <C>              <C>
Dividends from mutual funds . . . . . . . . . . .        $ 6,876,645       $  578,463     $ 19,463,430     $   868,192
                                                         -----------       ----------     ------------     -----------

EXPENSES:
Mortality risk charge . . . . . . . . . . . . . .          2,492,730           74,835        7,012,079         367,749
Expense risk charge . . . . . . . . . . . . . . .            623,182           10,205        1,753,020          27,680
                                                         -----------       ----------     ------------     -----------
  Total expenses  . . . . . . . . . . . . . . . .          3,115,912           85,040        8,765,099         395,429
                                                         -----------       ----------     ------------     -----------
NET INVESTMENT INCOME . . . . . . . . . . . . . .          3,760,733          493,423       10,698,331         472,763
                                                         -----------       ----------     ------------     -----------

REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS:
Net realized gain on investments  . . . . . . . .          5,349,737          631,222       10,775,457       1,335,894
Capital gains distributions from mutual funds . .          6,875,040          570,166       21,483,819         831,333
Net unrealized appreciation (depreciation)
  of investments during the period  . . . . . . .         78,996,842        6,528,773      221,238,425       9,456,579
                                                         -----------       ----------     ------------     -----------
Net realized and unrealized gain on investments .         91,221,619        7,730,161      253,497,701      11,623,806
                                                         -----------       ----------     ------------     -----------
INCREASE IN NET ASSETS
  RESULTING FROM OPERATIONS   . . . . . . . . . .        $94,982,352       $8,223,584     $264,196,032     $12,096,569
                                                         ===========       ==========     ============     ===========
</TABLE>


STATEMENTS OF OPERATIONS
For the year ended December 31, 1995
<TABLE>
<CAPTION>
                                                                                                                     
                                                           SOCIAL           TIMED
                                                          AWARENESS      OPPORTUNITY        CAPITAL CONSERVATION FUND
                                                            FUND             FUND           --------------------------
INVESTMENT INCOME:                                       DIVISION 12      DIVISION 5        DIVISION 1      DIVISION 7
                                                         -----------      -----------       ----------      ----------
<S>                                                      <C>              <C>               <C>             <C>
Dividends from mutual funds . . . . . . . . . . . .      $ 1,076,551      $ 7,221,681       $  528,894      $3,067,082
                                                         -----------      -----------       ----------      ----------

EXPENSES:
Mortality risk charge . . . . . . . . . . . . . . .          381,303        1,438,653           74,198         367,628
Expense risk charge . . . . . . . . . . . . . . . .           95,326          330,908            5,585          91,907
                                                         -----------      -----------       ----------      ----------
   Total expenses . . . . . . . . . . . . . . . . .          476,629        1,769,561           79,783         459,535
                                                         -----------      -----------       ----------      ----------
NET INVESTMENT INCOME . . . . . . . . . . . . . . .          599,922        5,452,120          449,111       2,607,547
                                                         -----------      -----------       ----------      ----------

REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS:
Net realized gain (loss) on investments . . . . . .          371,169        2,006,917           65,122        (138,616)
Capital gains distributions from mutual funds . . .        3,609,468        3,186,462                -               -
Net unrealized appreciation of investments  . . . .
during the period . . . . . . . . . . . . . . . . .       10,227,915       26,710,438          906,759       5,643,853
                                                         -----------      -----------       ----------      ----------
Net realized and unrealized gain on investments . .       14,208,552       31,903,817          971,881       5,505,237
                                                         -----------      -----------       ----------      ----------
INCREASE IN NET ASSETS 
RESULTING FROM OPERATIONS . . . . . . . . . . . . .      $14,808,474      $37,355,937       $1,420,992      $8,112,784
                                                         ===========      ===========       ==========      ==========
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS.




                                      6
<PAGE>   189
================================================================================
                                                              SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
     MIDCAP           SMALL CAP       INTERNATIONAL                         GROWTH &         SCIENCE &
      INDEX             INDEX            EQUITIES           GROWTH           INCOME         TECHNOLOGY
      FUND               FUND              FUND              FUND             FUND             FUND
   DIVISION 4        DIVISION 14       DIVISION 11       DIVISION 15       DIVISION 16      DIVISION 17
  ------------       -----------      -------------      -----------       -----------      -----------
  <S>                <C>               <C>               <C>                <C>             <C>
  $  6,653,173       $ 1,907,029       $ 3,271,083       $   309,137        $  301,811      $   608,070
  ------------       -----------       -----------       -----------        ----------      -----------

     3,436,876         1,074,988         1,572,989           942,972           301,789        1,632,154
       824,595           268,747           393,247           235,743            75,447          408,038
  ------------       -----------       -----------       -----------        ----------      -----------
     4,261,471         1,343,735         1,966,236         1,178,715           377,236        2,040,192
  ------------       -----------       -----------       -----------        ----------      -----------
     2,391,702           563,294         1,304,847          (869,578)          (75,425)      (1,432,122)
  ------------       -----------       -----------       -----------        ----------      -----------



    10,603,188         2,963,270        13,215,875             8,587            19,953        6,545,968
    17,377,938         2,945,819         4,363,325         3,650,399           472,785       37,380,606

    76,322,743        24,766,420          (725,229)       39,103,633         8,794,032       41,310,631
  ------------       -----------       -----------       -----------        ----------      -----------
   104,303,869        30,675,509        16,853,971        42,762,619         9,286,770       85,237,205
  ------------       -----------       -----------       -----------        ----------      -----------

  $106,695,571       $31,238,803       $18,158,818       $41,893,041        $9,211,345      $83,805,083
  ============       ===========       ===========       ===========        ==========      ===========
</TABLE>

<TABLE>
<CAPTION>
                                                                                            TEMPLETON
    GOVERNMENT      INTERNATIONAL                                            DREYFUS           ASSET           TEMPLETON
    SECURITIES        GOVERNMENT              MONEY MARKET FUND             SMALL CAP       ALLOCATION       INTERNATIONAL
       FUND           BOND FUND          ---------------------------          FUND             FUND               FUND
    DIVISION 8       DIVISION 13         DIVISION 2       DIVISION 6       DIVISION 18      DIVISION 19       DIVISION 20
    ----------       -----------         ----------       ----------       -----------      -----------      -------------
    <S>               <C>                 <C>             <C>              <C>              <C>               <C>
    $3,526,257        $4,148,671          $376,138        $4,020,847       $ 1,283,472      $ 1,162,767       $   817,765
    ----------        ----------          --------        ----------       -----------      -----------       -----------

       435,010           551,505            64,741           594,817         1,743,882          513,382         1,271,932
       108,752           137,876             4,873           148,704           980,933          288,777           715,461
    ----------        ----------          --------        ----------       -----------      -----------       -----------
       543,762           689,381            69,614           743,521         2,724,815          802,159         1,987,393
    ----------        ----------          --------        ----------       -----------      -----------       -----------
     2,982,495         3,459,290           306,524         3,277,326        (1,441,343)         360,608        (1,169,628)
    ----------        ----------          --------        ----------       -----------      -----------       -----------



      (28,711)           911,852                 -                 -            26,776           87,754            25,628
             -           114,019                 -                 -         6,796,184                -           350,470

     5,103,399         3,111,995                 -                 -        47,179,100       11,935,576        23,406,038
    ----------        ----------          --------        ----------       -----------      -----------       -----------
     5,074,688         4,137,866                 -                 -        54,002,060       12,023,330        23,782,136
    ----------        ----------          --------        ----------       -----------      -----------       -----------
    $8,057,183        $7,597,156          $306,524        $3,277,326       $52,560,717      $12,383,938       $22,612,508
    ==========        ==========          ========        ==========       ===========      ===========       ===========
</TABLE>


                                       7
<PAGE>   190
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

STATEMENTS OF CHANGES IN NET ASSETS
For the year ended December 31:

<TABLE>
<CAPTION>
                                                                                       STOCK INDEX FUND
                                                                --------------------------------------------------------------
                                                                        DIVISION 10A                     DIVISION 10B
                                                                -----------------------------    -----------------------------
OPERATIONS:                                                         1995           1994              1995            1994
                                                                -----------------------------    -----------------------------
<S>                                                             <C>           <C>                <C>           <C>
Net investment income . . . . . . . . . . . . . . . . . . .     $  3,760,733  $     4,490,176    $    493,423  $       541,395
Net realized gain (loss) on investments . . . . . . . . . .        5,349,737         (266,345)        631,222          (16,715)
Capital gains distributions from mutual funds . . . . . . .        6,875,040          638,819         570,166           54,939
Net unrealized appreciation (depreciation)
  of investments during the year  . . . . . . . . . . . . .       78,996,842       (5,896,939)      6,528,773         (495,564)
                                                                -----------------------------    -----------------------------
    Increase (decrease) in net assets resulting from
      operations  . . . . . . . . . . . . . . . . . . . . .       94,982,352       (1,034,289)      8,223,584           84,055
                                                                -----------------------------    -----------------------------

PRINCIPAL TRANSACTIONS:
Purchase payments . . . . . . . . . . . . . . . . . . . . .        5,033,111        5,464,415         574,384          720,902
Surrenders of accumulation units by terminations,
  withdrawals, and maintenance fees   . . . . . . . . . . .      (16,541,542)     (20,019,026)     (1,698,590)      (1,706,119)
Annuity benefit payments  . . . . . . . . . . . . . . . . .       (1,296,973)      (1,114,443)       (218,489)        (205,698)
Amounts transferred (to) from VALIC general account . . . .      (23,599,151)      (6,986,742)     (2,885,564)        (256,628)
                                                                -----------------------------    -----------------------------
    Increase (decrease) in net assets
      resulting from principal transactions   . . . . . . .      (36,404,555)     (22,655,796)     (4,228,259)      (1,447,543)
                                                                -----------------------------    -----------------------------
TOTAL INCREASE (DECREASE) IN NET ASSETS . . . . . . . . . .       58,577,797      (23,690,085)      3,995,325       (1,363,488)

NET ASSETS:
Beginning of year . . . . . . . . . . . . . . . . . . . . .      282,591,380      306,281,465      24,298,368       25,661,856
                                                                -----------------------------    -----------------------------
End of year . . . . . . . . . . . . . . . . . . . . . . . .     $341,169,177  $   282,591,380    $ 28,293,693  $    24,298,368
                                                                =============================    =============================

CHANGE IN UNITS OUTSTANDING:
Accumulation units beginning of year  . . . . . . . . . . .       33,814,520       36,512,399       1,836,094        1,937,835
Purchase payments . . . . . . . . . . . . . . . . . . . . .          497,922          678,364          39,513           57,856
Surrenders  . . . . . . . . . . . . . . . . . . . . . . . .       (1,718,657)      (2,487,947)       (110,735)        (138,745)
Transfers -- interdivision and (to) from VALIC general
    account   . . . . . . . . . . . . . . . . . . . . . . .       (2,598,422)        (888,296)       (204,347)         (20,852)
                                                                -----------------------------    -----------------------------
Accumulation units end of year  . . . . . . . . . . . . . .       29,995,363       33,814,520       1,560,525        1,836,094
                                                                =============================    =============================
<CAPTION>
                                                                         DECEMBER 31:                     DECEMBER 31:
                                                                -----------------------------    -----------------------------
                                                                    1995             1994            1995             1994
                                                                -----------------------------    -----------------------------
<S>                                                             <C>           <C>                <C>           <C>
Accumulation unit value . . . . . . . . . . . . . . . . . .     $  11.036946  $      8.116786    $  17.221812  $     12.582568
                                                                -----------------------------    -----------------------------
Annuity unit value assuming a 3.5% discount factor  . . . .     $   3.298369  $      2.510493    $   4.376632  $      3.309445
                                                                =============================    =============================
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS.




                                      8
<PAGE>   191
================================================================================
                                                              SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>                                                                                                   SMALL CAP
                        STOCK INDEX FUND                               MIDCAP INDEX FUND                   INDEX FUND
- -------------------------------------------------------------   -----------------------------    ----------------------------
          DIVISION 10C                    DIVISION 10D                     DIVISION 4                     DIVISION 14
- -----------------------------    ----------------------------    ----------------------------    ----------------------------
       1995           1994             1995          1994             1995            1994             1995          1994
- -----------------------------    ----------------------------    ----------------------------    ----------------------------
<S>            <C>               <C>           <C>               <C>           <C>               <C>           <C>
$   10,698,331  $  10,610,432    $     472,763  $     605,767    $   2,391,702  $   2,515,091    $     563,294  $     341,917
    10,775,457      4,405,234        1,335,894         49,938       10,603,188      2,119,902        2,963,270      1,086,972
    21,483,819      1,624,189          831,333         84,388       17,377,938     11,552,151        2,945,819             --

   221,238,425    (17,763,623)       9,456,579       (896,531)      76,322,743    (32,449,763)      24,766,420     (5,860,073)
- -----------------------------    ----------------------------    ----------------------------    ----------------------------
   264,196,032     (1,123,768)      12,096,569       (156,438)     106,695,571    (16,262,619)      31,238,803     (4,431,184)
- -----------------------------    ----------------------------    ----------------------------    ----------------------------

   155,833,642    173,237,158        1,280,197      1,678,616       87,946,264    124,009,106       40,608,391     60,678,232

   (30,060,583)   (26,626,162)      (2,417,823)    (2,632,793)     (15,264,152)   (14,276,915)      (4,632,557)    (3,630,894)
       (29,665)       (23,752)          (5,520)        (3,736)         (16,844)       (14,576)          (3,022)            --
   (42,300,802)   (65,001,259)      (7,115,532)    (4,630,624)     (69,269,652)   (27,422,005)     (38,506,364)    (1,057,342)
- -----------------------------    ----------------------------    ----------------------------    ----------------------------

    83,442,592     81,585,985       (8,258,678)    (5,588,537)       3,395,616     82,295,610       (2,533,552)    55,989,996
- -----------------------------    ----------------------------    ----------------------------    ----------------------------
   347,638,624     80,462,217        3,837,891     (5,744,975)     110,091,187     66,032,991       28,705,251     51,558,812


   719,745,087    639,282,870       37,367,315     43,112,290      370,316,089    304,283,098      123,285,821     71,727,009
- -----------------------------    ----------------------------    ----------------------------    ----------------------------
$1,067,383,711  $ 719,745,087    $  41,205,206  $  37,367,315    $ 480,407,276  $ 370,316,089    $ 151,991,072  $ 123,285,821
=============================    ============================    ============================    ============================


   416,234,288    369,550,060       12,207,684     14,043,516      171,442,018    134,621,879      100,383,839     56,159,647
    76,950,994     99,449,095          341,405        551,269       35,874,094     55,929,821       30,141,511     48,518,804
   (14,254,441)   (14,897,712)        (663,263)      (863,807)      (5,995,776)    (6,365,496)      (3,356,851)    (2,868,199)
   (23,675,598)   (37,867,155)      (1,999,953)    (1,523,294)     (28,706,646)   (12,744,186)     (28,832,504)    (1,426,413)
- -----------------------------    ----------------------------    ----------------------------    ----------------------------
   455,255,243    416,234,288        9,885,873     12,207,684      172,613,690    171,442,018       98,335,995    100,383,839
=============================    ============================    ============================    ============================

<CAPTION>
         DECEMBER 31:                    DECEMBER 31:                    DECEMBER 31:                    DECEMBER 31:
- -----------------------------    ----------------------------    ----------------------------    ----------------------------
      1995           1994              1995         1994               1995         1994               1995          1994
- -----------------------------    ----------------------------    ----------------------------    ----------------------------
<S>            <C>              <C>            <C>              <C>            <C>              <C>            <C>
$     2.343900  $    1.724134    $    4.155057  $    3.056808    $    2.782677  $    2.153183    $    1.544896  $    1.222329
- -----------------------------    ----------------------------    ----------------------------    ----------------------------
$     1.776053  $    1.352112    $    2.582770  $    1.966534    $    1.799452  $    1.441063    $    1.361960  $    1.115264
=============================    ============================    ============================    ============================
</TABLE>





                                      9
<PAGE>   192
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

STATEMENTS OF CHANGES IN NET ASSETS
For the year ended December 31:

<TABLE>
<CAPTION>
                                                                    INTERNATIONAL EQUITIES
                                                                             FUND                          GROWTH FUND
                                                                -----------------------------    -----------------------------
                                                                          DIVISION 11                      DIVISION 15
                                                                -----------------------------    -----------------------------
OPERATIONS:                                                        1995              1994            1995             1994*
                                                                -----------------------------    -----------------------------
<S>                                                             <C>          <C>                 <C>          <C>
Net investment income . . . . . . . . . . . . . . . . . . .     $  1,304,847  $       586,461    $   (869,578)   $      (3,344)
Net realized gain on investments  . . . . . . . . . . . . .       13,215,875        4,189,593           8,587                2
Capital gains distributions from mutual funds . . . . . . .        4,363,325        1,224,134       3,650,399               --
Net unrealized appreciation (depreciation)
  of investments during the year  . . . . . . . . . . . . .         (725,229)       1,953,569      39,103,633          330,403
                                                                -----------------------------    -----------------------------
    Increase (decrease) in net assets resulting from
      operations  . . . . . . . . . . . . . . . . . . . . .       18,158,818        7,953,757      41,893,041          327,061
                                                                -----------------------------    -----------------------------

PRINCIPAL TRANSACTIONS:
Purchase payments . . . . . . . . . . . . . . . . . . . . .       52,726,233       70,132,976      58,223,803        4,547,841
Surrenders of accumulation units by terminations,
  withdrawals, and maintenance fees   . . . . . . . . . . .       (6,722,321)      (6,159,144)     (1,776,523)         (39,858)
Annuity benefit payments  . . . . . . . . . . . . . . . . .           (5,870)          (2,449)            --                --
Amounts transferred (to) from VALIC general account . . . .      (63,364,477)      11,350,355     109,893,422       28,074,978
                                                                -----------------------------    -----------------------------
    Increase (decrease) in net assets
      resulting from principal transactions   . . . . . . .      (17,366,435)      75,321,738     166,340,702       32,582,961
                                                                -----------------------------    -----------------------------
TOTAL INCREASE IN NET ASSETS  . . . . . . . . . . . . . . .          792,383       83,275,495     208,233,743       32,910,022

NET ASSETS:
Beginning of year . . . . . . . . . . . . . . . . . . . . .      198,895,057      115,619,562      32,910,022               --
                                                                -----------------------------    -----------------------------
End of year . . . . . . . . . . . . . . . . . . . . . . . .     $199,687,440  $   198,895,057    $241,143,765  $    32,910,022
                                                                =============================    =============================

CHANGE IN UNITS OUTSTANDING:
Accumulation units beginning of year  . . . . . . . . . . .      187,749,916      117,215,227      32,633,370               --
Purchase payments . . . . . . . . . . . . . . . . . . . . .       49,402,081       65,406,765      45,984,606        4,373,529
Surrenders  . . . . . . . . . . . . . . . . . . . . . . . .       (6,214,230)      (5,718,100)     (1,266,891)         (40,064)
Transfers -- interdivision and (to) from VALIC general
  account   . . . . . . . . . . . . . . . . . . . . . . . .      (58,373,749)      10,846,024      87,066,763       28,299,905
                                                                -----------------------------    -----------------------------
Accumulation units end of year  . . . . . . . . . . . . . .      172,564,018      187,749,916     164,417,848       32,633,370
                                                                =============================    =============================
<CAPTION>
                                                                         DECEMBER 31:                     DECEMBER 31:
                                                                -----------------------------    -----------------------------
                                                                    1995            1994              1995           1994
                                                                -----------------------------    -----------------------------
<S>                                                             <C>           <C>                <C>           <C>
Accumulation unit value . . . . . . . . . . . . . . . . . .     $   1.156454  $      1.054460    $   1.466652  $      1.001834
                                                                -----------------------------    -----------------------------
Annuity unit value assuming a 3.5% discount factor  . . . .     $   0.933003  $      0.880460    $   1.384532  $      0.978806
                                                                =============================    =============================
</TABLE>


* For the period from July 11, 1994 to December 31, 1994.

SEE NOTES TO FINANCIAL STATEMENTS.




                                      10
<PAGE>   193
================================================================================
                                                              SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
       GROWTH & INCOME FUND                     SCIENCE & TECHNOLOGY FUND                    SOCIAL AWARENESS FUND
- ------------------------------------       ------------------------------------        -----------------------------------
           DIVISION 16                                 DIVISION 17                                DIVISION 12
- ------------------------------------       ------------------------------------        -----------------------------------
         1995            1994*                     1995               1994*                    1995             1994
- ------------------------------------       ------------------------------------        -----------------------------------
<S>                 <C>                    <C>                  <C>                    <C>                 <C>
$        (75,425)   $          4,055       $      (1,432,122)   $       (54,071)       $        599,922    $       484,291
          19,953                 160               6,545,968            250,313                 371,169            632,326
         472,785                  --              37,380,606            549,747               3,609,468          2,328,955

       8,794,032              85,633              41,310,631          2,692,873              10,227,915         (4,358,741)
- ------------------------------------       ------------------------------------        -----------------------------------
       9,211,345              89,848              83,805,083          3,438,862              14,808,474           (913,169)
- ------------------------------------       ------------------------------------        -----------------------------------

      17,507,504           1,630,675              93,027,877          6,652,744              10,849,944         13,160,211

        (641,935)             (5,453)             (3,055,711)           (37,889)             (1,516,923)        (1,413,415)
              --                  --                    (824)                --                      --                 --
      28,680,150          10,663,442             147,758,969         43,624,245              (2,864,774)        (7,867,172)
- ------------------------------------       ------------------------------------        -----------------------------------

      45,545,719          12,288,664             237,730,311         50,239,100               6,468,247          3,879,624
- ------------------------------------       ------------------------------------        -----------------------------------
      54,757,064          12,378,512             321,535,394         53,677,962              21,276,721          2,966,455


      12,378,512                  --             53,677,962                 --              38,823,089         35,856,634
- ------------------------------------       ------------------------------------        -----------------------------------
$     67,135,576    $     12,378,512       $     375,213,356    $    53,677,962        $     60,099,810    $    38,823,089
====================================       ====================================        ===================================

      12,386,602                  --              42,726,137                 --              29,015,764         26,230,566
      14,980,745           1,583,044              54,428,033          5,315,122               6,860,477          9,604,919
        (455,265)             (5,487)             (1,584,330)           (32,041)               (929,671)          (983,733)
      24,867,007          10,809,045              92,292,392         37,443,056              (2,196,450)        (5,835,988)
- ------------------------------------       ------------------------------------        -----------------------------------
      51,779,089          12,386,602             187,862,232         42,726,137              32,750,120         29,015,764
====================================       ====================================        ===================================

<CAPTION>
            DECEMBER 31:                             DECEMBER 31:                                 DECEMBER 31:
- ------------------------------------       ------------------------------------        -----------------------------------
       1995                1994                    1995               1994                    1995               1994
- ------------------------------------       ------------------------------------        -----------------------------------
<S>                 <C>                    <C>                  <C>                    <C>                 <C>
$       1.296577    $       0.993168       $        1.997175    $      1.247713        $       1.835102    $      1.333899
- ------------------------------------       ------------------------------------        -----------------------------------
$       1.223980    $       0.970339       $        1.885352    $      1.219034        $       1.480522    $      1.113787
====================================       ====================================        ===================================
</TABLE>




                                      11
<PAGE>   194
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

STATEMENTS OF CHANGES IN NET ASSETS
For the year ended December 31:

<TABLE>
<CAPTION>
                                                                      TIMED OPPORTUNITY               CAPITAL CONSERVATION
                                                                            FUND                             FUND
                                                                -----------------------------    -----------------------------
                                                                         DIVISION 5                       DIVISION 1
                                                                -----------------------------    -----------------------------
OPERATIONS:                                                        1995             1994             1995             1994
                                                                -----------------------------    -----------------------------
<S>                                                             <C>          <C>                 <C>          <C>
Net investment income . . . . . . . . . . . . . . . . . .       $  5,452,120  $     4,810,838    $    449,111  $       517,106
Net realized gain (loss) on investments . . . . . . . . .          2,006,917          735,641          65,122           32,250
Capital gains distributions from mutual funds . . . . . .          3,186,462        6,863,526              --               --
Net unrealized appreciation (depreciation)
  of investments during the year  . . . . . . . . . . . .         26,710,438      (16,833,221)        906,759       (1,254,436)
                                                                -----------------------------    -----------------------------
    Increase (decrease) in net assets resulting from
      operations  . . . . . . . . . . . . . . . . . . . .         37,355,937       (4,423,216)      1,420,992         (705,080)
                                                                -----------------------------    -----------------------------

PRINCIPAL TRANSACTIONS:
Purchase payments . . . . . . . . . . . . . . . . . . . .         20,940,181       36,297,892         286,600          494,060
Surrenders of accumulation units by terminations,
  withdrawals, and maintenance fees   . . . . . . . . . .         (7,824,702)      (8,285,289)       (623,792)      (1,098,891)
Annuity benefit payments  . . . . . . . . . . . . . . . .             (6,591)          (4,816)           (499)            (478)
Amounts transferred (to) from VALIC general account . . .        (42,300,580)     (36,353,014)     (1,306,120)      (1,152,049)
                                                                -----------------------------    -----------------------------
    Increase (decrease) in net assets
      resulting from principal transactions   . . . . . .        (29,191,692)      (8,345,227)     (1,643,811)      (1,757,358)
                                                                -----------------------------    -----------------------------
TOTAL INCREASE (DECREASE) IN NET ASSETS . . . . . . . . .          8,164,245      (12,768,443)       (222,819)      (2,462,438)

NET ASSETS:
Beginning of year . . . . . . . . . . . . . . . . . . . .        174,789,460      187,557,903       8,006,268       10,468,706
                                                                -----------------------------    -----------------------------
End of year . . . . . . . . . . . . . . . . . . . . . . .       $182,953,705  $   174,789,460    $  7,783,449  $     8,006,268
                                                                =============================    =============================

CHANGE IN UNITS OUTSTANDING:
Accumulation units beginning of year  . . . . . . . . . .         89,377,860       93,899,802       2,953,861        3,590,916
Purchase payments . . . . . . . . . . . . . . . . . . . .          9,806,864       18,196,642          96,297          145,757
Surrenders  . . . . . . . . . . . . . . . . . . . . . . .         (3,569,040)      (4,118,862)       (207,008)        (362,666)
Transfers -- interdivision and (to) from VALIC general
   account  . . . . . . . . . . . . . . . . . . . . . . .        (19,764,253)     (18,599,722)       (441,065)        (420,146)
                                                                -----------------------------    -----------------------------
Accumulation units end of year  . . . . . . . . . . . . .         75,851,431       89,377,860       2,402,085        2,953,861
                                                                =============================    =============================
<CAPTION>
                                                                         DECEMBER 31:                     DECEMBER 31:
                                                                -----------------------------    -----------------------------
                                                                     1995          1994               1995           1994
                                                                -----------------------------    -----------------------------
<S>                                                             <C>           <C>                <C>           <C>
Accumulation unit value . . . . . . . . . . . . . . . . .       $   2.411022  $      1.951533    $   3.238370  $      2.709029
                                                                -----------------------------    -----------------------------
Annuity unit value assuming a 3.5% discount factor  . . .       $   1.581407  $      1.324778    $   1.843690  $      1.596246
                                                                =============================    =============================
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.




                                      12
<PAGE>   195
================================================================================
                                                              SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
         CAPITAL CONSERVATION                       GOVERNMENT SECURITIES                      INTERNATIONAL GOVERNMENT
                 FUND                                      FUND                                       BOND FUND
- ------------------------------------       ------------------------------------        -----------------------------------
              DIVISION 7                                DIVISION 8                                   DIVISION 13
- ------------------------------------       ------------------------------------        -----------------------------------
      1995                 1994                  1995                1994                      1995              1994
- ------------------------------------       ------------------------------------        -----------------------------------
<S>                 <C>                    <C>                  <C>                    <C>                 <C>
$      2,607,547    $      2,360,212       $       2,982,495    $     2,030,237        $      3,459,290    $     1,361,407
        (138,616)            350,094                 (28,711)           316,682                 911,852            245,193
              --                  --                      --                 --                 114,019                 --

       5,643,853          (5,791,380)              5,103,399         (4,822,548)              3,111,995           (642,360)
- ------------------------------------       ------------------------------------        -----------------------------------
       8,112,784          (3,081,074)              8,057,183         (2,475,629)              7,597,156            964,240
- ------------------------------------       ------------------------------------        -----------------------------------

      10,464,260          14,414,782              15,047,915         13,894,906              31,073,737         12,960,014

      (1,972,220)         (2,021,727)             (1,987,445)        (1,878,777)             (1,946,252)          (981,285)
             --                   --                      --                 --                      --                 --
      (3,821,311)         (8,653,752)              9,219,172        (11,636,951)             42,026,449         (2,227,507)
- ------------------------------------       ------------------------------------        -----------------------------------

       4,670,729           3,739,303              22,279,642            379,178              71,153,934          9,751,222
- ------------------------------------       ------------------------------------        -----------------------------------
      12,783,513             658,229              30,336,825         (2,096,451)             78,751,090         10,715,462


      40,804,553          40,146,324              41,366,950         43,463,401              33,561,090         22,845,628
- ------------------------------------       ------------------------------------        -----------------------------------
$     53,588,066    $     40,804,553       $      71,703,775    $    41,366,950        $    112,312,180    $    33,561,090
====================================       ====================================        ===================================


      26,859,219          24,628,606              26,667,073         26,563,166              25,691,713         18,155,381
       6,253,935           9,129,477               9,058,310          8,675,976              21,413,110         10,044,637
      (1,058,493)         (1,241,827)             (1,149,951)        (1,181,704)             (1,286,336)          (763,521)
      (2,480,853)         (5,657,037)              5,271,621         (7,390,365)             27,550,763         (1,744,784)
- ------------------------------------       ------------------------------------        -----------------------------------
      29,573,808          26,859,219              39,847,053         26,667,073              73,369,250         25,691,713
====================================       ====================================        ===================================

<CAPTION>
          DECEMBER 31:                                 DECEMBER 31:                                DECEMBER 31:
- ------------------------------------       ------------------------------------        -----------------------------------
        1995             1994                     1995                1994                     1995             1994
- ------------------------------------       ------------------------------------        -----------------------------------
<S>                 <C>                    <C>                  <C>                    <C>                 <C>
$       1.812011    $       1.515278       $        1.799475    $      1.547150        $       1.530780    $      1.301357
- ------------------------------------       ------------------------------------        -----------------------------------
$       1.289558    $       1.116084       $        1.280634    $      1.139558        $       1.323493    $      1.164474
====================================       ====================================        ===================================
</TABLE>




                                      13
<PAGE>   196
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

STATEMENTS OF CHANGES IN NET ASSETS
For the year ended December 31:

<TABLE>
<CAPTION>
                                                                                     MONEY MARKET FUND
                                                                --------------------------------------------------------------
                                                                          DIVISION 2                      DIVISION 6
                                                                -----------------------------    -----------------------------
OPERATIONS:                                                          1995          1994              1995           1994
                                                                -----------------------------    -----------------------------
<S>                                                             <C>          <C>                 <C>          <C>
Net investment income . . . . . . . . . . . . . . . . . .       $    306,524  $       211,175    $  3,277,326  $     1,241,669
Net realized gain on investments  . . . . . . . . . . . .                 --               --              --               --
Capital gains distributions from mutual funds . . . . . .                 --               --              --               --
Net unrealized appreciation (depreciation)
  of investments during the year  . . . . . . . . . . . .                 --               --              --               --
                                                                -----------------------------    -----------------------------
    Increase (decrease) in net assets resulting from
      operations  . . . . . . . . . . . . . . . . . . . .            306,524          211,175       3,277,326        1,241,669
                                                                -----------------------------    -----------------------------

PRINCIPAL TRANSACTIONS:
Purchase payments . . . . . . . . . . . . . . . . . . . .            355,756          221,092      26,840,702       13,855,791
Surrenders of accumulation units by terminations,
  withdrawals, and maintenance fees   . . . . . . . . . .           (681,366)        (663,266)     (7,793,169)      (4,406,881)
Annuity benefit payments  . . . . . . . . . . . . . . . .                 --               --          (1,574)          (1,567)
Amounts transferred (to) from VALIC general account . . .           (806,250)        (978,344)    (54,484,648)      66,014,809
                                                                -----------------------------    -----------------------------
    Increase (decrease) in net assets
      resulting from principal transactions   . . . . . .         (1,131,860)      (1,420,518)    (35,438,689)      75,462,152
                                                                -----------------------------    -----------------------------
TOTAL INCREASE (DECREASE) IN NET ASSETS . . . . . . . . .           (825,336)      (1,209,343)    (32,161,363)      76,703,821

NET ASSETS:
Beginning of year . . . . . . . . . . . . . . . . . . . .          7,216,358        8,425,701     112,418,758       35,714,937
                                                                -----------------------------    -----------------------------
End of year . . . . . . . . . . . . . . . . . . . . . . .       $  6,391,022  $     7,216,358    $ 80,257,395  $   112,418,758
                                                                =============================    =============================

CHANGE IN UNITS OUTSTANDING:
Accumulation units beginning of year  . . . . . . . . . .          3,442,237        4,129,981      75,765,781       24,799,810
Purchase payments . . . . . . . . . . . . . . . . . . . .           165,743           107,142      18,072,687        9,439,315
Surrenders  . . . . . . . . . . . . . . . . . . . . . . .           (316,475)        (314,181)     (5,090,822)      (3,026,130)
Transfers -- interdivision and (to) from VALIC general
    account   . . . . . . . . . . . . . . . . . . . . . .           (374,144)        (480,705)    (36,839,889)      44,552,786
                                                                -----------------------------    -----------------------------
Accumulation units end of year  . . . . . . . . . . . . .          2,917,361        3,442,237      51,907,757       75,765,781
                                                                =============================    =============================
<CAPTION>
                                                                         DECEMBER 31:                     DECEMBER 31:
                                                                -----------------------------    -----------------------------
                                                                      1995          1994               1995          1994
                                                                -----------------------------    -----------------------------
<S>                                                             <C>           <C>                <C>           <C>
Accumulation unit value . . . . . . . . . . . . . . . . .       $   2.190686  $      2.096416    $   1.545802  $      1.479129
                                                                -----------------------------    -----------------------------
Annuity unit value assuming a 3.5% discount factor  . . .       $   1.392992  $      1.379656    $   1.088077  $      1.077548
                                                                =============================    =============================
</TABLE>


* For the period from July 11, 1994 to December 31, 1994.

SEE NOTES TO FINANCIAL STATEMENTS.




                                      14
<PAGE>   197
================================================================================
                                                              SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                      TEMPLETON ASSET
      DREYFUS SMALL CAP FUND                          ALLOCATION FUND                      TEMPLETON INTERNATIONAL FUND
- ------------------------------------       ------------------------------------        -----------------------------------
            DIVISION 18                                 DIVISION 19                                DIVISION 20
- ------------------------------------       ------------------------------------        -----------------------------------
      1995                1994*                  1995                1994*                    1995              1994*
- ------------------------------------       ------------------------------------        -----------------------------------
<S>                 <C>                    <C>                  <C>                    <C>                 <C>
$     (1,441,343)   $        166,996       $         360,608    $       (75,725)       $     (1,169,628)   $      (164,482)
          26,776                  --                  87,754                 --                  25,628                121
       6,796,184             386,988                      --                 --                 350,470                 --

      47,179,100            (102,019)             11,935,576           (729,094)             23,406,038         (2,235,982)
- ------------------------------------       ------------------------------------        -----------------------------------
      52,560,717             451,965              12,383,938           (804,819)             22,612,508         (2,400,343)
- ------------------------------------       ------------------------------------        -----------------------------------


      96,201,687          12,217,697              26,412,918          4,656,678              69,120,243         10,111,560

      (3,867,838)           (111,066)             (1,156,891)           (47,985)             (2,577,387)           (41,962)
            (915)                 --                  (1,361)                --                    (463)                --
     122,606,635          76,845,012              24,133,475         29,049,399              89,125,401         64,431,794
- ------------------------------------       ------------------------------------        -----------------------------------

     214,939,569          88,951,643              49,388,141         33,658,092             155,667,794         74,501,392
- ------------------------------------       ------------------------------------        -----------------------------------
     267,500,286          89,403,608              61,772,079         32,853,273             178,280,302         72,101,049

      89,403,608                  --              32,853,273           --                    72,101,049                 --
- ------------------------------------       ------------------------------------        -----------------------------------
$    356,903,894    $     89,403,608       $      94,625,352    $    32,853,273        $    250,381,351    $    72,101,049
====================================       ====================================        ===================================


      85,169,871                  --              32,807,602                 --              71,716,511                 --
      80,950,706          11,303,726              24,212,805          4,421,687              65,697,216          9,484,235
      (2,954,777)           (107,113)               (964,768)           (48,133)             (2,198,909)           (41,499)
     104,569,419          73,973,258              22,438,866         28,434,048              83,910,108         62,273,775
- ------------------------------------       ------------------------------------        -----------------------------------
     267,735,219          85,169,871              78,494,505         32,807,602             219,124,926         71,716,511
====================================       ====================================        ===================================

<CAPTION>
           DECEMBER 31:                               DECEMBER 31:                                DECEMBER 31:
- ------------------------------------       ------------------------------------        -----------------------------------
       1995               1994                    1995                1994                    1995              1994
- ------------------------------------       ------------------------------------        -----------------------------------
<S>                 <C>                    <C>                  <C>                    <C>                 <C>
$       1.332904    $       1.043156       $        1.205181    $      0.995860        $       1.142586    $      0.999282
- ------------------------------------       ------------------------------------        -----------------------------------
$       1.267071    $       1.026303       $        1.145656    $      0.979771        $       1.086152    $      0.983138
====================================       ====================================        ===================================
</TABLE>




                                      15
<PAGE>   198
================================================================================
NOTES TO FINANCIAL STATEMENTS                                 SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------

NOTE A -- ORGANIZATION

    Separate Account A (the "Separate Account"), established by The Variable
Annuity Life Insurance Company ("VALIC") on April 18, 1979, is registered under
the Investment Company Act of 1940 as a unit investment trust. The Separate
Account is comprised of twenty-one subaccounts or "divisions." Each division,
which represents a variable investment vehicle available only through a VALIC
annuity contract, invests in one of the following mutual funds:

AMERICAN GENERAL SERIES PORTFOLIO COMPANY ("AGSPC"):

  Stock Index Fund (Divisions 10A, B, C, and D),
  MidCap Index Fund (Division 4),
  Small Cap Index Fund (Division 14),
  International Equities Fund (Division 11),
  Growth Fund (Division 15),
  Growth & Income Fund (Division 16),
  Science & Technology Fund (Division 17),
  Social Awareness Fund (Division 12),
  Timed Opportunity Fund (Division 5),
  Capital Conservation Fund (Divisions 1 and 7),
  Government Securities Fund (Division 8),
  International Government Bond Fund (Division 13), and
  Money Market Fund (Divisions 2 and 6).

DREYFUS VARIABLE INVESTMENT FUND:

  Dreyfus Small Cap Portfolio (Division 18)

TEMPLETON VARIABLE PRODUCTS SERIES FUND:

  Templeton Asset Allocation Fund (Division 19)
  Templeton International Fund (Division 20)

Divisions 15, 16, 17, 18, 19, and 20 commenced operations on July 11, 1994.

NOTE B -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    The assets of the Separate Account are segregated from VALIC's other
assets. The operations of the Separate Account are part of VALIC. The following
is a summary of significant accounting policies consistently followed by the
Separate Account in the preparation of its financial statements.

    INVESTMENT VALUATION. Investments in mutual funds (the "Funds") are valued
at the net asset (market) value per share at the close of each business day.

    INVESTMENT TRANSACTIONS. Investment transactions are accounted for on the
trade date. Realized gains and losses on investments are determined on the
basis of identified cost. Capital gain distributions from mutual funds are
recorded on the ex-dividend date and reinvested upon receipt.

    INVESTMENT INCOME. Dividend income from mutual funds is recorded on the
ex-dividend date and reinvested upon receipt.

    ANNUITY RESERVES. Net payments made by variable annuity contract owners are
accumulated based on the performance of the investments of the Separate Account
until the date the contract owners select to commence annuity payments.
Reserves for annuities on which benefits are currently payable are provided for
based upon estimated mortality and other assumptions, including provisions for
the risk of adverse deviation from assumptions, which were appropriate at the
time the contracts were issued. The 1949 Progressive Annuity Table has been
used in the computation of annuity reserves for currently payable contracts.
Participants are able to elect investment rates between 3.0% and 6.0%, as
regulated by the applicable state laws.

NOTE C -- TRANSACTIONS WITH AFFILIATES

    VALIC acts as investment adviser and transfer agent to AGSPC.

    The Separate Account is charged for mortality and expense risks assumed by
VALIC. The charge, based on the daily net assets of each division, is assessed
daily based on the following annual rates: for Division 10B, .85% on the first
$10,000,000, .425% on the next $90,000,000, and .21% on the excess over
$100,000,000; for Divisions 1, 2, 4, 5, 6, 7, 8, 10A, 10C, 10D, 11, 12, 13, 14,
15, 16, and 17, 1.00%; and for Divisions 18, 19, and 20, 1.25%.

    Pursuant to the reorganization agreement entered into on April 17, 1987,
which transferred VALIC Separate Accounts One and Two into the Separate
Account, expenses of Division 10A (formerly Separate Account One) are limited
to 1.4157% of average daily net assets, and expenses of Division 10B (formerly
Separate Account Two) are limited to the following rates based on average daily
net assets: 0.6966% on the first $25,434,267 and 0.5% on the next $74,565,733.
Accordingly, during the years ended December 31, 1995 and 1994, VALIC reduced
expenses of Division 10B by $69,586 and $67,955, respectively.

    A portion of the annual contract maintenance charge is assessed each
contract (except those relating to Divisions 10A and 10B) by VALIC on the last
day of the calendar quarter in which VALIC receives the first purchase payment,
and in quarterly installments thereafter during the accumulation period.
Maintenance charges assessed totaled $2,494,903 and $1,857,628 for the years
ended December 31, 1995, and December 31, 1994, respectively.

    VALIC received surrender charges of $1,299,069 and $1,233,026 for the years
ended December 31, 1995, and December 31, 1994, respectively. In addition,
VALIC received $100,290 and $18,404 for the year ended December 31, 1995, in
sales load on variable annuity purchase payments for Divisions 10A and 10B,
respectively. VALIC received $124,462 and $22,329 for the year ended December
31, 1994, in sales load on variable annuity purchase payments for Divisions 10A
and 10B, respectively.




                                     16
<PAGE>   199
================================================================================
NOTES TO FINANCIAL STATEMENTS - CONTINUED                     SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------

NOTE D -- INVESTMENTS
   The cost of fund shares is the same for financial reporting and federal
income tax purposes. The following is a summary of fund shares owned as of
December 31, 1995:

<TABLE>
<CAPTION>
                                                               MARKET                                        UNREALIZED
UNDERLYING FUND                       DIVISION      SHARES     PRICE          MARKET            COST        APPRECIATION
- ------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>         <C>         <C>        <C>            <C>                 <C>
Stock Index Fund  . . . . . . . .     10A,B,C,D   77,628,358  $ 19.03    $ 1,477,267,662 $  1,105,508,457   $371,759,205
MidCap Index Fund . . . . . . . .       4         27,734,866    17.31        480,090,535      397,011,660     83,078,875
Small Cap Index Fund  . . . . . .       14        10,710,277    14.23        152,407,245      129,522,422     22,884,823
International Equities Fund . . .       11        18,628,541    10.69        199,139,104      187,888,444     11,250,660
Growth Fund . . . . . . . . . . .       15        16,488,444    14.59        240,566,401      201,132,365     39,434,036
Growth & Income Fund  . . . . . .       16         5,184,648    12.90         66,881,957       58,002,292      8,879,665
Science & Technology Fund . . . .       17        20,809,176    17.98        374,148,985      330,145,481     44,003,504
Social Awareness Fund . . . . . .       12         4,237,891    14.15         59,966,151       52,197,124      7,769,027
Timed Opportunity Fund  . . . . .       5         15,100,694    12.11        182,869,410      160,827,715     22,041,695
Capital Conservation Fund . . . .     1 & 7        6,169,509     9.91         61,139,836       59,432,080      1,707,756
Government Securities Fund  . . .       8          7,014,252    10.21         71,615,518       70,467,996      1,147,522
International Government Bond Fund      13         9,127,680    12.29        112,179,184      109,565,749      2,613,435
Money Market Fund.  . . . . . . .     2 & 6       86,935,961     1.00         86,935,961       86,935,961             --
Dreyfus Small Cap Fund  . . . . .       18         7,718,952    46.13        356,075,243      308,998,162     47,077,081
Templeton Asset Allocation Fund .       19         5,037,292    18.73         94,348,477       83,141,995     11,206,482
Templeton International Fund  . .       20        16,516,483    15.13        249,894,383      228,724,327     21,170,056
                                                                         -----------------------------------------------
                                                                         $ 4,265,526,052 $  3,569,502,230   $696,023,822
                                                                         ===============================================
</TABLE>

NOTE E -- FEDERAL INCOME TAXES

    VALIC is taxed as a life insurance company under the Internal Revenue Code
and includes the operations of the Separate Account in determining its federal
income tax liability. Under current federal income tax law the investment
income and capital gains from sale of investments realized by the Separate
Account are not taxable. Therefore, no federal income tax provision has been
made.

NOTE F -- SECURITY PURCHASES AND SALES

    For the year ended December 31, 1995, the aggregate cost of purchases and
proceeds from sales of investments were:

<TABLE>
<CAPTION>
                                                                                         PURCHASES               SALES
                                                                                    -------------------------------------
     <S>                                                                            <C>                    <C>
     Stock Index Fund:
         Division 10A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $     17,829,646       $   43,581,553
         Division 10B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          1,750,366            4,905,910
         Division 10C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        166,148,042           50,236,291
         Division 10D . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          2,318,140            9,247,780
     MidCap Index Fund Division 4   . . . . . . . . . . . . . . . . . . . . . . .         62,422,985           39,646,090
     Small Cap Index Fund Division 14   . . . . . . . . . . . . . . . . . . . . .         24,793,667           23,245,115
     International Equities Fund Division 11  . . . . . . . . . . . . . . . . . .         57,671,192           69,714,222
     Growth Fund Division 15  . . . . . . . . . . . . . . . . . . . . . . . . . .        168,790,861               57,736
     Growth & Income Fund Division 16   . . . . . . . . . . . . . . . . . . . . .         45,865,792              122,058
     Science & Technology Fund Division 17  . . . . . . . . . . . . . . . . . . .        290,019,742           18,313,402
     Social Awareness Fund Division 12  . . . . . . . . . . . . . . . . . . . . .         14,778,261            4,227,474
     Timed Opportunity Fund Division 5  . . . . . . . . . . . . . . . . . . . . .         13,643,488           34,236,462
     Capital Conservation Fund:
         Division 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            766,423            1,960,586
         Division 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         17,499,959           10,443,867
     Government Securities Fund Division 8  . . . . . . . . . . . . . . . . . . .         30,092,359            4,775,625
     International Government Bond Fund Division 13   . . . . . . . . . . . . . .         85,454,562           10,810,456
     Money Market Fund:
         Division 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          2,717,163            3,576,785
         Division 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        127,237,936          152,993,878
     Dreyfus Small Cap Fund Division 18   . . . . . . . . . . . . . . . . . . . .        219,949,004              128,645
     Templeton Asset Allocation Fund Division 19  . . . . . . . . . . . . . . . .         50,326,793              783,734
     Templeton International Fund Division 20   . . . . . . . . . . . . . . . . .        155,004,679              292,803
                                                                                    -------------------------------------
                             Total  . . . . . . . . . . . . . . . . . . . . . . .   $  1,555,081,060       $  483,300,472
                                                                                    =====================================
</TABLE>




                                      17
<PAGE>   200
================================================================================
REPORT OF INDEPENDENT AUDITORS                                SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------

TO THE BOARD OF THE VARIABLE ANNUITY LIFE INSURANCE COMPANY AND CONTRACT OWNERS
OF THE VARIABLE ANNUITY LIFE INSURANCE COMPANY SEPARATE ACCOUNT A

We have audited the accompanying statements of net assets of The Variable
Annuity Life Insurance Company Separate Account A ("Separate Account A") and
each of the divisions (1, 2, 4, 5, 6, 7, 8, 10A, 10B, 10C, 10D, 11, 12, 13, 14,
15, 16, 17, 18, 19, and 20) comprising Separate Account A as of December 31,
1995. We have also audited the related statements of operations for the year
then ended and the statements of changes in net assets for each of the two
years in the period then ended of Separate Account A and each of its divisions
except for divisions 15, 16, 17, 18, 19, and 20 for which we audited the
statements of changes in net assets for the year ended December 31, 1995 and
for the period from July 11, 1994 (inception) to December 31, 1994. These
financial statements are the responsibility of Separate Account A's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. Our
procedures included confirmation of securities owned as of December 31, 1995,
by correspondence with the transfer agent. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Separate Account A and each of
the divisions comprising Separate Account A at December 31, 1995, and the
results of their operations and changes in their net assets for each of the
periods identified above, in conformity with generally accepted accounting
principles.

                                                            ERNST & YOUNG LLP

Houston, Texas
January 26, 1996
<PAGE>   201
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY             ---------------------
SEPARATE ACCOUNT A                                            Bulk Rate      
                                                             U.S. Postage    
P.O. Box 3206                                                    PAID        
Houston, Texas 77253-3206                                  Permit No. 6748   
                                                            Houston, Texas   
                                                        ---------------------



                                                        Recycled Paper [LOGO]
<PAGE>   202
 
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
 
                               SEPARATE ACCOUNT A
                              CONTRACT FOR UIT-981
                                      AND
                       INDEPENDENCE PLUS CONTRACT SERIES
 
                           PART C. OTHER INFORMATION
 
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
 
     (a) Financial Statements
 
        Filed with Part A:
 
             Selected Accumulation Unit Data for each Fund since inception
 
        Filed with Part B:
 
   
        (i)  Audited Financial Statements as of December 31, 1995 and for the
         fiscal year then ended.
 
            The Variable Annuity Life Insurance Company
 
                      Report of Independent Accountants
 
                 Consolidated Balance Sheets
 
                 Consolidated Statements of Income
 
                 Consolidated Statements of Changes in Stockholder Equity
 
                 Consolidated Statements of Cash Flows
 
                 Notes to Consolidated Financial Statements
    

   
          (ii) Audited Financial Statements as of December 31, 1995 and for the
               fiscal year then ended.
 
           The Variable Annuity Life Insurance Company Separate Account A --
 
                      Report of Independent Accountants
 
                 Statement of Net Assets
 
                 Statement of Operations
 
                 Statements of Changes in Net Assets
 
                 Division Financial Statements
 
                 Notes to Financial Statements
    
 
   
     All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not required
under the related instructions, are inapplicable, or the related information is
included in the financial statements and therefore such schedules have been
omitted.
    
 
     (b) Exhibits
 
<TABLE>
<CAPTION>
                                                                                        PAGE*
                                                                                      ---------
<S>           <C>                                                                     <C>
  1.      --  Resolution adopted by The Variable Annuity Life Insurance Company Board
              of Directors at its Annual Meeting of April 18, 1979 establishing The
              Variable Annuity Life Insurance Company Separate Account A incorporated
              herein by reference to initial Registration Statement filed with the
              Securities and Exchange Commission ("SEC") on August 11, 1981 (File No.
              2-73636).
  2.      --  Not Applicable.
</TABLE>
 
- ---------------
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                                       C-1
<PAGE>   203
 
<TABLE>
<CAPTION>
   
                                                                                        PAGE*
                                                                                      ---------
<S>           <C>                                                                     <C>
  3.      --  Underwriting Agreement between The Variable Annuity Life Insurance
              Company, The Variable Annuity Life Insurance Company Separate Account A
              and The Variable Annuity Marketing Company incorporated herein by
              reference to Pre-Effective Amendment Number 1 filed with the SEC on
              November 17, 1981 (File No. 2-73636).
  4(a).  --   Specimen form of Individual Annuity Contract (Form UIT-981) together
              with applicable endorsements incorporated herein by reference to
              Post-Effective Amendment No. 2 filed with the SEC on July 5, 1985 (File
              No. 2-96223).
  4(b)(i).--  Specimen form of Group Annuity Contract (Form UITG-585) incorporated
              herein by reference to Post-Effective Amendment No. 2 filed with the
              SEC on July 5, 1985 (File No. 2-96223).
  4(b)(ii).-- Specimen form of Certificate of Participation under Group Annuity
              Contract (Form UITG-CB-585) incorporated herein by reference to
              Post-Effective Amendment No. 2 filed with the SEC on July 5, 1985 (File
              No. 2-96223).
  4(c).  --   Form of Individual Annuity Contract (Form UIT-585) incorporated herein
              by reference to Post-Effective Amendment No. 2 filed with the SEC on
              July 5, 1985 (File No. 2-96223).
  5(a).  --   Form of Application for Annuity Contract Forms UIT-981, UIT-585-1,
              UITG-585 and UITG-CB-585 incorporated herein by reference to
              Post-Effective Amendment Number 16 filed with the SEC on April 19, 1993
              (File No. 2-96223/811-3240).
  5(b).  --   Form of Group Master Application for Flexible Payment Group Annuity
              Contract (Form UITG-585) is incorporated herein by reference to
              Post-Effective Amendment Number 16 filed with the SEC on August 3, 1989
              (File No. 2-96223/811-3240).
  6(a).  --   Copy of Amended and Restated Articles of Incorporation of The Variable
              Annuity Life Insurance Company is incorporated herein by reference to
              Post-Effective Amendment Number 17 filed with the SEC on April 10, 1990
              (File No. 2-96223/811-3240).
  6(b).  --   Copy of Amendment Number One to Amended and Restated Articles of
              Incorporation of The Variable Annuity Life Insurance Company (as
              amended through October 30, 1989) effective March 28, 1990 is
              incorporated herein by reference to Post-Effective Amendment Number 18,
              filed with the SEC on April 10, 1991 (File No. 2-96223/811-3240).
  7.      --  Not Applicable.
  8.      --  Not Applicable.
  9.      --  Written Consent and Opinion of Cynthia A. Toles, Senior Associate
              General Counsel and Secretary incorporated herein by reference to
              Post-Effective Amendment Number 7 filed with the SEC on February 19,
              1987 (File No. 2-96223).
 10.      --  Consent of Independent Auditors.
 11.      --  Not Applicable.
 12.      --  Not Applicable.
 13.      --  Calculation of standard and nonstandard performance information.
 14.      --  Financial Data Schedule (Exhibit 27 for purposes of electronic filing).
 15.      --  Confidential Personal Data Form which discloses Section 403(b)(11)
              withdrawal restrictions as set forth in a no-action letter issued by
              the SEC on November 28, 1988. Such form requires the signed
              acknowledgement of participants who purchase Section 403(b) annuities
              with regard to these withdrawal restrictions is incorporated herein by
              reference to Post-Effective Amendment Number 18 filed with the SEC on
              April 10, 1991 (File No. 2-96223/ 811-3240).
    
</TABLE>
 
- ---------------
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                                       C-2
<PAGE>   204
 
<TABLE>
<CAPTION>
   
                                                                                        PAGE*
                                                                                      ---------
<S>           <C>                                                                     <C>
 16(a).  --   Copies of manually signed powers of attorney for The Variable Annuity
              Life Insurance Company Directors James R. Tuerff, Robert M. Devlin,
              Peter V. Tuters, Stephen D. Bickel, Joe C. Osborne, Kenneth C. Emergy,
              Jr., Sam Magee, incorporated herein by reference to initial
              Registration Statement filed with the SEC on February 14, 1994 (File
              No. 33-75292/ 811-3240).
 16(b).  --   Copy of manually signed power of attorney for The Variable Annuity Life
              Insurance Company Director Harold S. Hook is incorporated herein by
              reference to Post-Effective Amendment Number 12 filed with the SEC on
              April 19, 1988 (File No. 2-96223/ 811-3240).
 16(c).  --   Copy of manually signed powers of attorney for The Variable Annuity
              Life Insurance Company Directors Austin P. Young and John P. Newton.
    
</TABLE>
 
ITEM 25.  DIRECTORS AND OFFICERS OF THE DEPOSITOR
 
     The directors and principal officers of the Company are set forth below,
together with their current principal occupations including any position with
American General Corporation ("AGC"), the indirect parent of The Variable
Annuity Life Insurance Company ("VALIC"), the depositor of the Registrant, and
The Variable Annuity Marketing Company ("VAMCO"), the principal underwriter of
the Contracts issued through the Registrant. The business address of each
officer and director is 2929 Allen Parkway, Houston, Texas 77019.
 
<TABLE>
<CAPTION>
   
         NAME AND PRINCIPAL
          BUSINESS ADDRESS                   POSITION AND OFFICES HELD WITH DEPOSITOR
- ---------------------------------------------------------------------------------------------
<S>                                  <C>
Harold S. Hook                       Senior Chairman of the Board of Directors, VALIC.
                                     Chairman of the Board and Chief Executive Officer,
                                     American
                                     General Corporation.
Robert M. Devlin                     Senior Chairman of the Board of Directors, VALIC.
                                     President, American General Corporation
Jon P. Newton                        Vice Chairman of the Board and Directors, VALIC.
                                     Vice Chairman of the Board of Directors and
                                     General Counsel, American General Corporation.
Peter V. Tuters                      Director, Vice President and Chief Investment Officer,
                                     VALIC.
                                     Senior Vice President and Chief Investment Officer
                                     American General Corporation.
Stephen D. Bickel                    Chairman and Chief Executive Officer, VALIC.
                                     Chairman of the Board of Directors, VAMCO.
Thomas L. West, Jr.                  Director and President, VALIC.
Austin P. Young                      Director, VALIC.
                                     Senior Vice President and Chief Financial Officer,
                                     American General Corporation.
Sam E. Magee                         Director and Senior Vice President -- Operations, VALIC.
Joe C. Osborne                       Director and Senior Vice President -- Marketing, VALIC.
                                     Director and President, VAMCO.
Brent C. Nelson                      Director, Senior Vice President and Controller, Finance,
                                     VALIC.
J. David Crank                       Vice President -- Group Plan Administration, VALIC.
Norman Jaskol                        Vice President and Managing Director -- Investments,
                                     VALIC.
    
</TABLE>
 
- ---------------
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                                       C-3
<PAGE>   205
 
<TABLE>
<CAPTION>
   

         NAME AND PRINCIPAL
          BUSINESS ADDRESS                   POSITION AND OFFICES HELD WITH DEPOSITOR
- ---------------------------------------------------------------------------------------------
<S>                                  <C>
Ronald E.     Vice President -- Sales Operations, VALIC.
  Kopke
                                     Senior Vice President -- VAMCO.
William A. Wilson                    Vice President and General Counsel, VALIC.
Cynthia A. Toles                     Secretary, VALIC.
                                     Director, Secretary and Assistant Treasurer, VAMCO.
James D. Bonsall                     Treasurer, VALIC.
Jane E. Bates                        Chief Compliance Officer, VALIC.
                                     Treasurer, VAMCO.
D. Lynne Walters                     Tax Officer, VALIC.
                                     Tax Officer, VAMCO.
                                     Vice President -- Taxes, American General Corporation.
    
</TABLE>
 
ITEM 26. PERSON CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT
 
     No person is controlled by the Registrant. The Registrant is a segregated
asset account of the Depositor established in accordance with the Texas
Insurance Code. The Registrant supports benefits payable under Variable Annuity
Contracts investing in American General Series Portfolio Company (the "Series
Company"). The Registrant votes Series Company shares only as directed by the
contract owner. (see "Voting Rights" in the Prospectus for these Contracts.)
 
     The Depositor is indirectly wholly-owned by American General Corporation
(formerly American General Insurance Company). Therefore, the Depositor and
various companies affiliated with the Depositor may be under common control with
the Registrant. These companies, together with their state of incorporation and
the identity of the owners of their common stock, are set forth in Exhibit 21.
"Subsidiaries of American General Corporation," of the Form 10-K of American
General Corporation filed for the year ended December 31, 1995 (File No.
1-7981), which is incorporated herein by reference.
 
ITEM 27. NUMBER OF CONTRACT OWNERS
 
   
     As of March 31, 1996 a date within 90 days prior to the date of filing,
there were 5,073 individual Contract Owners and 0 group Contract Owners of the
qualified Contracts offered by the UIT-981 prospectus of the Registrant; and
105,466 individual Contract Owners and 1,729 group Contract Owners qualified
Contracts offered by the Independence Plus prospectus. As of March 31, 1996
there were 3,061 individual Contract Owners and 3 group Contract Owners of the
non-qualified Contracts offered by the Independence Plus prospectus. The
Registrant issues different contracts through other Registration Statements.
    
 
ITEM 28. INDEMNIFICATION
 
     Set forth below is a summary of the general effect of applicable provisions
of the Depositor's Bylaws regarding indemnification of, and advancement of legal
expenses to, the Depositor's officers, directors and employees (collectively,
"Indemnitees").
 
     The Depositor shall indemnify any Indemnitee who was or is a named
defendant or respondent or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative, arbitrative, or investigative (including any action by or in the
right of the Depositor), or any appeal of such action, suit or proceeding and
any inquiry or investigation that could lead to such an action, suit or
proceeding, by reason of the fact that the Indemnitee is or was a director, or
officer or employee of the Depositor, or is or was serving at the request of the
Depositor as a director, officer, partner, venturer, proprietor, trustee,
employee, or similar functionary of another foreign or domestic corporation or
nonprofit corporation, partnership, joint venture, sole proprietorship, trust
employee benefit plan or other enterprise, against judgments, penalties
(including excise and similar
 
                                       C-4
<PAGE>   206
employee benefit plan or other enterprise, against judgments, penalties
(including excise and similar taxes), fines, amounts paid in settlement, and
reasonable expenses (including court costs and attorney's fees) actually
incurred by him in connection with such action, suit or proceeding, if
Indemnitee acted in good faith and in a manner he reasonably believed, (i) in
the case of conduct in his official capacity as a director of the Depositor, to
be in the best interests of the Depositor and (ii) in all other cases, to be not
opposed to the best interests of the Depositor; and, with respect to any
criminal action or proceeding, if Indemnitee had no reasonable cause to believe
his conduct was unlawful; provided, however that in the case of any threatened,
pending or completed action, suit or proceeding by or in the right of the
Depositor, the indemnity shall be limited to reasonable expenses (including
court costs and attorneys' fees) actually incurred in connection with such
action, suit or proceeding; and no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable to the Depositor or liable on the basis that personal benefit was
improperly received by him, whether or not the benefit resulted from an action
taken in the person's official capacity as a director or officer. The
termination of any action, suit or proceeding by judgment, order, settlement, or
conviction, or on a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the Indemnitee did not act in good faith and
in a manner which Indemnitee reasonably believed to be in the best interests of
the Depositor; and, with respect to any criminal action or proceeding; shall not
create a presumption that the person had reasonable cause to believe that his
conduct was unlawful.
 
        Where an Indemnitee of the Depositor or other person entitled to 
indemnity hereunder has been wholly successful, on the merits or otherwise, in
defense of any such action, suit or proceeding, Indemnitee shall be indemnified
against reasonable expenses (including court costs and attorneys' fees)
actually incurred by him in connection therewith.
        
     Any indemnification (unless otherwise ordered by a court of competent
jurisdiction) shall be made by the Depositor only as authorized in a specific
case upon a determination that the applicable standard of conduct has been met.
Such determination shall be made (i) by the Board of Directors by a majority
vote of a quorum consisting of directors who at the time of the vote have not
been named as defendants or respondents in such action, suit or proceeding, or
(ii) if such a quorum cannot be obtained, by a majority vote of a committee of
the Board of Directors, designated to act in the matter by a majority vote of
all directors, consisting solely of two or more directors who at the time of the
vote are not named defendants or respondents in such action, suit or proceeding,
or (iii) by special legal counsel selected by the Board of Directors (or a
committee thereof) by vote in the manner set forth in subparagraphs (i) and (ii)
immediately above or if such a quorum cannot be obtained and such a committee
cannot be established, by a majority vote of all directors, or (iv) by the
shareholders in a vote that excludes the shares held by any Indemnitee who is
named as a defendant or respondent in such action, suit or proceeding.
 
     Reasonable expenses incurred by an Indemnitee of the Depositor or other
person entitled to indemnity hereunder, who was, is or is threatened to be made
a named defendant or respondent in any such action, suit or proceeding described
above may be paid by the Depositor in advance of the final disposition thereof
upon (i) receipt of a written affirmation by the Indemnitee of his good faith
belief that he has met the standard of conduct necessary for indemnification
under this article and a written undertaking by or on behalf of the Indemnitee
to repay such amounts unless it shall ultimately be determined that he is
entitled to be indemnified by the Depositor as authorized under this article and
(ii) a determination that the facts then known to those making the determination
would not preclude indemnification under this article.
 
     Notwithstanding any other provision of this article, the Depositor may pay
or reimburse expenses incurred by any Indemnitee of the Depositor or any other
person entitled to indemnity hereunder in connection with his appearance as a
witness or other participation in any action, suit or a proceeding described
above at a time when he is not named defendant or respondent in such action,
suit or proceeding.
 
 
                                       C-5
<PAGE>   207
 
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification by the Depositor is against public
policy, as expressed in the Act, and therefore may be unenforceable. In the
event that a claim of such indemnification (except insofar as it provides for
the payment by the Depositor of expenses incurred or paid by a director, officer
or controlling person in the successful defense of any action, suit or
proceeding) is asserted against the Depositor by such director, officer or
controlling person and the Securities and Exchange Commission is still of the
same opinion that the Depositor or Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question of whether such indemnification by the
Depositor is against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
 
ITEM 29.  PRINCIPAL UNDERWRITERS
 
     (a) The Variable Annuity Marketing Company ("VAMCO") acts as exclusive
distributor and principal underwriter of the Registrant and as principal
underwriter for the American General Series Portfolio Company, a registered
investment company.
 
     (b) The following information is furnished with respect to each officer and
director of VAMCO:
 
   
<TABLE>
<CAPTION>
        NAME AND PRINCIPAL                    POSITION AND OFFICES
         BUSINESS ADDRESS                          WITH VAMCO
- -----------------------------------------------------------------------------
<S>                                <C>
Stephen D. Bickel(1)               Chairman of the Board of Directors
Joe C. Osborne(1)                  Director and President
Cynthia A. Toles(1)                Director, Secretary and Assistant
                                   Treasurer
Ronald E. Kopke(1)                 Senior Vice President
Jane E. Bates(1)                   Treasurer
D. Lynne Walters(1)                Tax Officer
Todd M. Adams                      Vice President
8500 Normandale Lake Blvd.
Suite 750
Bloomington, MN 55437
Robert F. Bendall                  Vice President
Two Summit Park Drive
Suite 410
Independence, OH 44131
Edward K. Boero                    Vice President
222 South Harbor Blvd.
10th Floor
Anaheim, CA 92805
Steven P. Boero                    Vice President
1900 O'Farrell Street
Suite 390
San Mateo, CA 94403-1311
Joe H. Connell                     Vice President
10851 N. Black Canyon Hwy.
Suite 700
Phoenix, AZ 85029
James J. Costello                  Vice President
1767 Sentry Parkway West 19
Suite 300
Blue Bell, PA 19422
Paige T. Davis                     Vice President
7310 Ritchie Highway
Suite 800
Glen Burnie, MD 21061
</TABLE>
    
 
                                       C-6
<PAGE>   208
 
   
<TABLE>
<CAPTION>
        NAME AND PRINCIPAL                    POSITION AND OFFICES
         BUSINESS ADDRESS                          WITH VAMCO
- -----------------------------------------------------------------------------
<S>                                <C>
George E. Downing                  Vice President
100 Ashford Center North
Suite 100
Atlanta, GA 30338
Robert G. Fillmore                 Vice President
90 Woodbridge Center Dr.
Suite 410
Woodbridge, NJ 07095
James K. Graham                    Vice President
1301 West Long Lake Road
Suite 340
Troy, MI 48098
Richard R. Gumpert                 Vice President
5400 LBJ Freeway
Suite 1340
Dallas, TX 75240
Thomas N. Lange                    Vice President
10006 N. Dale Mabry Hwy.
Suite 113
Tampa, FL 33618
Alden D. Lewis                     Vice President
1800 S.W. First Avenue
Suite 505
Portland, OR 97201
David R. Lyle                      Vice President
University Tower
3100 Tower Road
Suite 1601, Box 50
Durham, NC 27707
Sharon J. Novickas                 Vice President
230 West Monroe
Suite 1550
Chicago, IL 60606
Robert A. Obester                  Vice President
800 Gessner
Suite 1280
Houston, TX 77024
F. William Scott                   Vice President
410 Amherst Street
Suite 250
Nashua, NH 03063
William G. Tubbs                   Vice President
8555 North River Road
Suite 420
Indianapolis, IN 46240
Donald R. Van Putten               Vice President
165 South Union Blvd. West
Suite 1050
Lakewood, CO 80228
</TABLE>
    
 
- ---------------
 
(1) 2929 Allen Parkway, Houston, Texas 77019
 
     (c) VAMCO is the principal underwriter for Registrant. The licensed agents
who sell the Contract are compensated for such sales by commissions paid by
Depositor. These commissions do not result in any charge to the Registrant or to
Contract Owners, Participants, Annuitants or Beneficiaries in addition to the
charges described in the prospectuses for the Contract.
 
                                       C-7
<PAGE>   209
 
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
 
     The books and other documents required to be maintained by Section 31(a) of
the Investment Company Act of 1940 and the Rules promulgated thereunder will be
in the physical possession of:
 
        The Variable Annuity Life Insurance Company
          2929 Allen Parkway
          Houston, Texas 77019
 
ITEM 31. MANAGEMENT SERVICES
 
     There have been no management-related services provided to the Separate
Account for the last three fiscal years.
 
ITEM 32. UNDERTAKINGS
 
     VALIC hereby commits itself, on behalf of the Contract Owners, to the
following undertakings:
 
     1. To file a post-effective amendment to this registration statement as
frequently as necessary to ensure that the audited financial statements in the
registration statement are never more than 16 months old for so long as payments
under the variable annuity contracts may be accepted:
 
     2. To include either (1) as part of any application to purchase a contract
offered by the prospectus, a space that an application can check to request a
Statement of Additional Information; or (2) a post card or similar written
communication affixed to or included in the prospectus that the application can
remove to send for a Statement of Additional Information.
 
     3. To deliver any Statement of Additional Information and any financial
statements required to be made available under the form promptly upon written or
oral request.
 
ITEM 33. WITHDRAWAL RESTRICTIONS FOR 403(B) PLANS
 
     The Tax Reform Act of 1986 added to the Internal Revenue Code a new Section
403(b)(11) which applies to tax years beginning after December 31, 1988. This
paragraph provides that withdrawal restrictions apply to contributions made and
interest earned subsequent to December 31, 1988. Such restrictions require that
distributions not begin before age 59 1/2, separation from service, death,
disability, or hardship (only employee contributions without accrued interest
may be withdrawn in case of hardship). These withdrawal restrictions appear in
Section 403(b) Annuities for Employees of Certain Tax-Exempt Organizations or
Public Educational Institutions in the Prospectus for Contract UIT-981 and the
Prospectus for Contracts UITG-585 and UIT-585 of this Registration Statement.
 
     The Company relies on a no-action letter issued by the Securities and
Exchange Commission on November 28, 1988 stating that no enforcement action
would be taken under section 22(e), 27(c)(1), or 27(d) of the Investment Company
Act of 1940, if, in effect, the Company permits restrictions on cash
distributions from elective contributions to the extent necessary to comply with
Section 403(b)(11) of the Internal Revenue Code in accordance with the following
conditions:
 
     (1) Include appropriate disclosure regarding the redemption restrictions
         imposed by Section 403(b)(11) in each registration statement, including
         the prospectus, used in connection with the offer of the contract;
 
     (2) Include appropriate disclosure regarding the redemption restrictions
         imposed by Section 403(b)(11) in any sales literature used in
         connection with the offer of the contract;
 
     (3) Instruct sales representatives who solicit participants to purchase the
         contract specifically to bring the redemption restrictions imposed by
         Section 403(b)(11) to the attention of the potential participants;
 
                                       C-8
<PAGE>   210
 
     (4) Obtain from each plan participant who purchases a Section 403(b)
         annuity contract, prior to or at the time of such purchase, a signed
         statement acknowledging the participant's understanding of (1) the
         restrictions on redemption imposed by Section 403(b)(11), and (2) the
         investment alternatives available under the employer's Section 403(b)
         arrangement, to which the participant may elect to transfer his
         contract value.
 
     The Company has complied, and is complying, with the provisions of
paragraphs (1)-(4).
 
                                       C-9
<PAGE>   211
        As required by the Securities Act of 1933 and the Investment Company
Act of 1940, the Registrant, The Variable Annuity Life Insurance Company
Separate Account A, certifies that it meets the requirements of Securities Act
Rule 485(b) for effectiveness of this Registration Statement, and has duly
caused this amendment to be signed on its behalf by the undersigned thereunto
duly authorized, and its seal to be herunto affixed and attested, all in the
City of Houston, State of Texas, on the 19th day of April, 1996.


                                          THE VARIABLE ANNUITY LIFE
                                          INSURANCE COMPANY SEPARATE
                                                 ACCOUNT A
                               
                               
                                          The Variable Annuity Life
                                           Insurance Company
                               
Attest: /s/ CYNTHIA A. TOLES              By: /s/ STEPHEN D. BICKEL
        --------------------------            ---------------------------------
            Cynthia A. Toles                      Stephen D. Bickel    
            Secretary                             Chairman and Chief Executive 
                                                  Officer
                                                                               
<PAGE>   212
        As required by the Securities Act of 1933 and the Investment Company
Act of 1940, the Depositor, The Variable Annuity Life Insurance Company,
certifies that it meets the requirements of Securities Act Rule 485(b) for 
effectiveness of this Registration Statement, and has duly caused this 
amendment to be signed on its behalf by the undersigned thereunto duly 
authorized, and its seal to be herunto affixed and attested, all in the
City of Houston, State of Texas, on the 19th day of April, 1996.


                                          THE VARIABLE ANNUITY LIFE
                                          INSURANCE COMPANY 
                               
                               
                                          The Variable Annuity Life
                                           Insurance Company
                               
Attest: /s/ CYNTHIA A. TOLES              By: /s/ STEPHEN D. BICKEL
        ---------------------------           ---------------------------------
            Cynthia A. Toles                      Stephen D. Bickel    
            Secretary                             Chairman and Chief Executive 
                                                  Officer
                                                                               
<PAGE>   213
        Pursuant to the requirements of the Securities Act of 1933, this
amendment has been signed below by the following persons in the capacities and
on the date indicated.


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

<S>                            <C>                              <C> 
  /s/  STEPHEN D. BICKEL        Chairman and Chief Executive    April 19, 1996  
- ----------------------------     Officer
       Stephen D. Bickel


  /s/  THOMAS L. WEST, JR.      President and Director          April 19, 1996
- ----------------------------
       Thomas L. West, Jr.


  /s/  BRENT C. NELSON          Senior Vice President,          April 19, 1996
- ----------------------------    Controller and Director
       Brent C. Nelson


  /s/  BRENT C. NELSON          Principal Accounting Officer    April 19, 1996
- ----------------------------
       Brent C. Nelson


             **                 Senior Chairman of the Board    ----- --, 1996
- ----------------------------      of Directors
       Harold S. Hook


              *                 Senior Chairman of the Board    ----- --, 1996
- ----------------------------      of Directors
       Robert M. Devlin 


              *                 Vice Chairman of the Board      ----- --, 1996
- ----------------------------      of Directors
       Jon P. Newton

</TABLE>
<PAGE>   214

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

<S>                            <C>                              <C> 
              *                Vice President, Chief            ----- --, 1996  
- ---------------------------      Officer
       Peter V. Tuters


              *                 Senior Vice President-          ----- --, 1996
- ---------------------------     Marketing Director
       Joe C. Osborne


              *                 Senior Vice President-          ----- --, 1996
- ---------------------------     Operations Director
       Sam E. Magee


              *                 Director                        ----- --, 1996
- ---------------------------
       Austin P. Young


 *By: /s/ CYNTHIA A. TOLES                                      April 19, 1996
- ---------------------------
       Cynthia A. Toles
       Attorney-in-Fact


**By: /s/ STEPHEN D. BICKEL                                     April 19, 1996
- ---------------------------
       Stephen D. Bickel
       Attorney-in-Fact


</TABLE>
<PAGE>   215
 
                                 EXHIBIT INDEX
 
   
<TABLE>
<CAPTION>
                                                                                    SEQUENTIALLY
                                                                                     NUMBERED
 EXHIBIT NO.                                                                           PAGES
- -------------                                                                       -----------
<S>          <C>                                                                    <C>
  10      -- Consent of Independent Auditors.
  13      -- Calculation of standard and nonstandard performance information.
  14      -- Financial Data Schedule (Exhibit 27 for purposes of electronic
             filing).
  16(c)  --  Copy of manually signed power of attorney for The Variable Annuity
             Life Insurance Company Directors Austin P. Young and Jon P. Newton.
</TABLE>
    
 
                                      C-10

<PAGE>   1
                        CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" and to
the use of our reports dated February 12, 1996 at to The Variable Annuity Life
Insurance Company and January 26, 1996 as to The Variable Annuity Life
Insurance Company Separate Account A in Post-Effective Amendment No. 25 to the
Registration Statement (Form N-4, No. 2-962223) of The Variable Annuity Life
Insurance Company Separate Account A.



                                  /s/  ERNST & YOUNG LLP

                                       ERNST & YOUNG LLP


Houston, Texas
April 15, 1996


<PAGE>   1

                                                                     EXHIBIT 13

                    CALCULATIONS FOR PERFORMANCE INFORMATION
             IN PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION





                                Illustration of

     Calculation of Annual and Cumulative Change in Accumulation Unit Value



                                   DIVISION 5

<TABLE>
<CAPTION>
    (1)           (2)           (3)       [(1)-(2)]/(2)  [(1)-(3)]/(3)
                                                           Cumulative
    AUV           AUV           AUV          Annual          Change        Year
  In Yr N      In Yr N-1      In Yr 1        Change      Since 12/31/85     N    
- ------------  ------------  ------------  -------------  --------------  --------
   <S>           <C>           <C>               <C>            <C>        <C>
   2.411022      1.951533      1.100420          23.55%         119.10%    1995
   1.951533      1.997266      1.100420          -2.29%          77.34%    1994
   1.997266      1.846025      1.100420           8.19%          81.50%    1993
   1.846025      1.878219      1.100420          -1.71%          67.76%    1992
   1.878219      1.563444      1.100420          20.13%          70.68%    1991
   1.563444      1.618165      1.100420          -3.38%          42.08%    1990
   1.618165      1.397280      1.100420          15.81%          47.05%    1989
   1.397280      1.286227      1.100420           8.63%          26.98%    1988
   1.286227      1.198662      1.100420           7.31%          16.89%    1987
   1.198662      1.100420      1.100420           8.93%           8.93%    1986
</TABLE>





<PAGE>   2


                         Illustration of Calculation of
                          Average Annual Total Return


SEPARATE ACCOUNT A - WITH SURRENDER CHARGES AND MAINTENANCE FEES
CONTRACT FORM UIT-981

<TABLE>
<CAPTION>
===================================================================================================================
       DIVISION 1 (PERIOD ENDING 12/31/95)          1 year     3 years     5 years     10 years     Since    
        Inception Date: February 11, 1982                                                         Inception  
- -------------------------------------------------------------------------------------------------------------
<S>                                               <C>          <C>          <C>          <C>     <C>
Ending value before surrender charges:              1,193.81    1,226.96        0.00     0.00           0.00 
(90% limit)                                      x 90%       x 90%       x 90%       x 90%       x 90% 
                                                 ------------------------------------------------------------
                                                    1,074.43    1,104.26        0.00        0.00        0.00 
5% surrender charge:                             x  5%        x 5%           x  5%x  x  5%       x  5%        
                                                 ------------------------------------------------------------
Surrender charge:                                      53.72       55.21        0.00        0.00        0.00 
                                                 ============================================================
Ending value before surrender charge:               1,193.81    1,226.96        0.00        0.00        0.00 
Less surrender charge: $50.00 LIMIT                    50.00       50.00        0.00        0.00        0.00 
                                                 ------------------------------------------------------------
Ending value after surrender charge:                1,143.81    1,176.96        0.00        0.00        0.00 
===================================================================================================================
                                                                                                             
Average Annual Total Return Data                                                                             
- -------------------------------------------------------------------------------------------------------------
Present Value - Initial Purchase (P):               1,000.00    1,000.00    1,000.00    1,000.00    1,000.00 
                                                                                                             
Future Value - End. Value after surr. chg (ERV):    1,143.81    1,176.96    1,610.14    1,456.53    3,158.59 
                                                                                                             
Number of years (n):                                    1.00        3.00        5.00       10.00   13.895890 
                                                                                                             
Average Annual Total Return (T):                      14.38%       5.58%       9.99%       3.83%       8.63% 
                                                                                                             
===================================================================================================================
</TABLE>


<PAGE>   3



                 Data for Division 1 CAPITAL CONSERVATION (981)
                        Maintenance fee charged annually


<TABLE>
<CAPTION>                                                                                                                      
(1)          (2)         (3)           (4)         (5)            (6)         (7)            (8)         (9)           (10)    
                     [(2b-2a)/2a]      See     [(3b+1)*5a-        See     [(3b+1)*7a-        See     [(3b+1)*9a-        See    
                                    Footnotes  <(4)or($30)]    Footnotes  <(6)or($30)]    Footnotes  <(8)or($30)]    Footnotes 
                                      Below                      Below                      Below                      Below   
                                                                                                                               
                                   --------------------------------------------------------------------------------------------
Date        Unit Value  % Change                                                                                               
                         In Unit   Calculated     $1,000      Calculated     $1,000      Calculated     $1,000      Calculated 
                         Values    Maintenance  Investment    Maintenance  Investment    Maintenance  Investment    Maintenance
                                       Fee     Since Inception    Fee       10 Years         Fee       5 Years          Fee 
- -------------------------------------------------------------------------------------------------------------------------------
       * Inception date 2/11/82                                                                                                
<S>          <C>         <C>           <C>          <C>                                                     
11-Feb-82 *  1.000000                               1,000.00                                                                
Feb-82       1.043495    0.043495      0.000000     1,043.50                                                                   
Mar-82 1     1.052566    0.008693      2.031452     1,050.53                                                                   
Apr-82       1.091190    0.036695      0.000000     1,089.08                                                                   
May-82       1.116029    0.022763      0.000000     1,113.88                                                                   
Jun-82       1.108009   -0.007186      0.000000     1,105.87                                                                   
Jul-82       1.146571    0.034803      0.000000     1,144.36                                                                   
Aug-82       1.247360    0.087905      0.000000     1,244.95                                                                   
Sep-82       1.300348    0.042480      0.000000     1,297.84                                                                   
Oct-82       1.392901    0.071176      0.000000     1,390.21                                                                   
Nov-82       1.443029    0.035988      0.000000     1,440.24                                                                   
Dec-82       1.460449    0.012072      0.000000     1,457.63                                                                   
Jan-83       1.487115    0.018259      0.000000     1,484.24                                                                   
Feb-83       1.544663    0.038698      0.000000     1,541.68                                                                   
Mar-83 1     1.579929    0.022831      3.043378     1,573.84                                                                   
Apr-83       1.636431    0.035762      0.000000     1,630.12                                                                   
May-83       1.620826   -0.009536      0.000000     1,614.58                                                                   
Jun-83       1.614300   -0.004026      0.000000     1,608.07                                                                   
Jul-83       1.594982   -0.011967      0.000000     1,588.83                                                                   
Aug-83       1.611719    0.010494      0.000000     1,605.50                                                                   
Sep-83       1.650992    0.024367      0.000000     1,644.63                                                                   
Oct-83       1.654274    0.001988      0.000000     1,647.89                                                                   
Nov-83       1.670649    0.009899      0.000000     1,664.21                                                                   
Dec-83       1.661842   -0.005272      0.000000     1,655.43                                                                   
Jan-84       1.700055    0.022994      0.000000     1,693.50                                                                   
Feb-84       1.678281   -0.012808      0.000000     1,671.81                                                                   
Mar-84 1     1.667003   -0.006720      3.204909     1,657.37                                                                   
Apr-84       1.628878   -0.022870      0.000000     1,619.46                                                                   
May-84       1.576676   -0.032048      0.000000     1,567.56                                                                   
Jun-84       1.589988    0.008443      0.000000     1,580.80                                                                   
Jul-84       1.620820    0.019391      0.000000     1,611.45                                                                   
Aug-84       1.668324    0.029309      0.000000     1,658.68                                                                   
Sep-84       1.709184    0.024492      0.000000     1,699.31                                                                   
Oct-84       1.749261    0.023448      0.000000     1,739.15                                                                   
Nov-84       1.764429    0.008671      0.000000     1,754.23                                                                   
Dec-84       1.770899    0.003667      0.000000     1,760.67                                                                   
Jan-85       1.851478    0.045502      0.000000     1,840.78                                                                   
Feb-85       1.850764   -0.000386      0.000000     1,840.07                                                                   
Mar-85 1     1.865206    0.007803      3.579045     1,850.85                                                                   
Apr-85       1.894816    0.015875      0.000000     1,880.23                                                                   
May-85       1.974057    0.041820      0.000000     1,958.86                                                                   
Jun-85       1.997687    0.011970      0.000000     1,982.31                                                                   
Jul-85       2.022935    0.012639      0.000000     2,007.36                                                                   
Aug-85       2.061256    0.018943      0.000000     2,045.39                                                                   
Sep-85       2.046107   -0.007349      0.000000     2,030.36                                                                   
Oct-85       2.038764   -0.003589      0.000000     2,023.07                                                                   
Nov-85       2.111182    0.035521      0.000000     2,094.93                                                                   
                                                                                                                               
<CAPTION>

(1)        (11)          (12)         (13)
       [(3b+1)*11a-      See       [(3b+1)*13a-
       <(10)or($30)]  Footnotes    <(12)or($30)]
                        Below
       
       --------------------------------------
Date                                         
          $1,000      Calculated     $1,000  
        Investment    Maintenance  Investment
          3 Years        Fee         1 Year  
- ---------------------------------------------
       
<S>     <C>           <C>          <C>
11-Feb-82*
Feb-82 
Mar-82 1
Apr-82 
May-82 
Jun-82 
Jul-82 
Aug-82 
Sep-82 
Oct-82 
Nov-82 
Dec-82 
Jan-83 
Feb-83 
Mar-83 1
Apr-83 
May-83 
Jun-83 
Jul-83 
Aug-83 
Sep-83 
Oct-83 
Nov-83 
Dec-83 
Jan-84 
Feb-84 
Mar-84 1
Apr-84 
May-84 
Jun-84 
Jul-84 
Aug-84 
Sep-84 
Oct-84 
Nov-84 
Dec-84 
Jan-85 
Feb-85 
Mar-85 1
Apr-85 
May-85 
Jun-85 
Jul-85 
Aug-85 
Sep-85 
Oct-85 
Nov-85 
</TABLE>

                         Illustration of Calculation of
              Hypothetical $1,000 Account for Average Total Return
<PAGE>   4

                 Data for Division 1 CAPITAL CONSERVATION (981)
                        Maintenance fee charged annually


<TABLE>
<CAPTION>
(1)          (2)         (3)           (4)         (5)            (6)         (7)            (8)         (9)           (10)    
                     [(2b-2a)/2a]      See     [(3b+1)*5a-        See     [(3b+1)*7a-        See     [(3b+1)*9a-        See    
                                    Footnotes  <(4)or($30)]    Footnotes  <(6)or($30)]    Footnotes  <(8)or($30)]    Footnotes 
                                      Below                      Below                      Below                      Below   
                                                                                                                               
                                 | --------------------------------------------------------------------------------------------
Date     Unit Value   % Change   |                                                                                             
                       In Unit   | Calculated     $1,000      Calculated     $1,000      Calculated     $1,000      Calculated 
                       Values    | Maintenance  Investment    Maintenance  Investment    Maintenance  Investment    Maintenance
                                 |     Fee     Since Inception    Fee       10 Years         Fee       5 Years          Fee    
- -------------------------------------------------------------------------------------------------------------------------------
       * Inception date 2/11/82                                                                                                
<S>        <C>        <C>            <C>          <C>           <C>          <C>                                               
Dec-85     2.185392    0.035151      0.000000     2,168.57                   1,000.00                                          
Jan-86     2.209377    0.010975      0.000000     2,192.37      0.000000     1,010.98                                          
Feb-86     2.287966    0.035571      0.000000     2,270.35      0.000000     1,046.94                                          
Mar-86 1   2.348060    0.026265      4.496872     2,325.49      2.073658     1,072.36                                          
Apr-86     2.379017    0.013184      0.000000     2,356.15      0.000000     1,086.50                                          
May-86     2.422095    0.018107      0.000000     2,398.81      0.000000     1,106.17                                          
Jun-86     2.421106   -0.000408      0.000000     2,397.83      0.000000     1,105.72                                          
Jul-86     2.301680   -0.049327      0.000000     2,279.55      0.000000     1,051.18                                          
Aug-86     2.290011   -0.005070      0.000000     2,268.00      0.000000     1,045.85                                          
Sep-86     2.298925    0.003893      0.000000     2,276.83      0.000000     1,049.92                                          
Oct-86     2.348921    0.021748      0.000000     2,326.34      0.000000     1,072.75                                          
Nov-86     2.338360   -0.004496      0.000000     2,315.88      0.000000     1,067.93                                          
Dec-86     2.341741    0.001446      0.000000     2,319.23      0.000000     1,069.47                                          
Jan-87     2.421287    0.033969      0.000000     2,398.01      0.000000     1,105.80                                          
Feb-87     2.477483    0.023209      0.000000     2,453.67      0.000000     1,131.47                                          
Mar-87 1   2.497408    0.008042      4.773664     2,468.63      2.201296     1,138.37                                          
Apr-87     2.455357   -0.016838      0.000000     2,427.06      0.000000     1,119.20                                          
May-87     2.431802   -0.009593      0.000000     2,403.78      0.000000     1,108.46                                          
Jun-87     2.476306    0.018301      0.000000     2,447.77      0.000000     1,128.75                                          
Jul-87     2.480940    0.001871      0.000000     2,452.35      0.000000     1,130.86                                          
Aug-87     2.516487    0.014328      0.000000     2,487.49      0.000000     1,147.06                                          
Sep-87     2.410329   -0.042185      0.000000     2,382.55      0.000000     1,098.67                                          
Oct-87     2.252207   -0.065602      0.000000     2,226.25      0.000000     1,026.60                                          
Nov-87     2.293117    0.018164      0.000000     2,266.69      0.000000     1,045.25                                          
Dec-87     2.311203    0.007887      0.000000     2,284.57      0.000000     1,053.49                                          
Jan-88     2.408137    0.041941      0.000000     2,380.38      0.000000     1,097.68                                          
Feb-88     2.480362    0.029992      0.000000     2,451.78      0.000000     1,130.60                                          
Mar-88 1   2.452204   -0.011352      4.678212     2,419.27      2.157280     1,115.60                                          
Apr-88     2.473532    0.008697      0.000000     2,440.31      0.000000     1,125.31                                          
May-88     2.479408    0.002376      0.000000     2,446.10      0.000000     1,127.98                                          
Jun-88     2.547971    0.027653      0.000000     2,513.75      0.000000     1,159.17                                          
Jul-88     2.588788    0.016019      0.000000     2,554.02      0.000000     1,177.74                                          
Aug-88     2.572470   -0.006303      0.000000     2,537.92      0.000000     1,170.32                                          
Sep-88     2.585842    0.005198      0.000000     2,551.11      0.000000     1,176.40                                          
Oct-88     2.612920    0.010472      0.000000     2,577.82      0.000000     1,188.72                                          
Nov-88     2.584447   -0.010897      0.000000     2,549.73      0.000000     1,175.77                                          
Dec-88     2.561043   -0.009056      0.000000     2,526.64      0.000000     1,165.12                                          
Jan-89     2.594469    0.013052      0.000000     2,559.62      0.000000     1,180.33                                          
Feb-89     2.576182   -0.007048      0.000000     2,541.58      0.000000     1,172.01                                          
Mar-89 1   2.549362   -0.010411      4.854179     2,510.26      2.238425     1,157.57                                          
Apr-89     2.513540   -0.014051      0.000000     2,474.99      0.000000     1,141.30                                          
May-89     2.543376    0.011870      0.000000     2,504.37      0.000000     1,154.85                                          
Jun-89     2.601324    0.022784      0.000000     2,561.43      0.000000     1,181.16                                          
Jul-89     2.575538   -0.009913      0.000000     2,536.04      0.000000     1,169.45                                          
Aug-89     2.537269   -0.014859      0.000000     2,498.36      0.000000     1,152.08                                          
Sep-89     2.433933   -0.040727      0.000000     2,396.61      0.000000     1,105.16                                          
Oct-89     2.270323   -0.067220      0.000000     2,235.51      0.000000     1,030.87                                          
Nov-89     2.248324   -0.009690      0.000000     2,213.84      0.000000     1,020.88                                          
Dec-89     2.228459   -0.008835      0.000000     2,194.28      0.000000     1,011.86                                          
                                                                                                                               
<CAPTION>


              (11)          (12)         (13)
          [(3b+1)*11a-      See       [(3b+1)*13a
          <(10)or($30)]  Footnotes    <(12)or($30
                           Below
         
         ----------------------------------------
Date                                            |
             $1,000      Calculated     $1,000  |
           Investment    Maintenance  Investment|
             3 Years        Fee         1 Year  |
- -------------------------------------------------
         
<S>        <C>           <C>          <C>
Dec-85   
Jan-86   
Feb-86   
Mar-86 1 
Apr-86   
May-86   
Jun-86   
Jul-86   
Aug-86   
Sep-86   
Oct-86   
Nov-86   
Dec-86   
Jan-87   
Feb-87   
Mar-87 1 
Apr-87   
May-87   
Jun-87   
Jul-87   
Aug-87   
Sep-87   
Oct-87   
Nov-87   
Dec-87   
Jan-88   
Feb-88   
Mar-88 1 
Apr-88   
May-88   
Jun-88   
Jul-88   
Aug-88   
Sep-88   
Oct-88   
Nov-88   
Dec-88   
Jan-89   
Feb-89   
Mar-89 1 
Apr-89   
May-89   
Jun-89   
Jul-89   
Aug-89   
Sep-89   
Oct-89   
Nov-89   
Dec-89   
</TABLE>

                        Illustration of Calculation of
             Hypothetical $1,000 Account for Average Total Return
<PAGE>   5

                                                                 

                 Data for Division 1 CAPITAL CONSERVATION (981)
                        Maintenance fee charged annually


<TABLE>
<CAPTION>                                                                                                                     
(1)          (2)         (3)           (4)         (5)            (6)         (7)            (8)         (9)           (10)   
                     [(2b-2a)/2a]      See     [(3b+1)*5a-        See     [(3b+1)*7a-        See     [(3b+1)*9a-        See   
                                    Footnotes  <(4)or($30)]    Footnotes  <(6)or($30)]    Footnotes  <(8)or($30)]    Footnotes
                                      Below                      Below                      Below                      Below  
                                                                                                                              
                                  -------------------------------------------------------------------------------------------
Date     Unit Value   % Change                                                                                               
                       In Unit    Calculated     $1,000      Calculated     $1,000      Calculated     $1,000      Calculated
                       Values     Maintenance  Investment    Maintenance  Investment    Maintenance  Investment    Maintenanc
                                      Fee     Since Inception    Fee       10 Years         Fee       5 Years          Fee   
- ------------------------------------------------------------------------------------------------------------------------------
       * Inception date 2/11/82                                                                                               
<S>        <C>        <C>            <C>          <C>           <C>          <C>        
Jan-90     2.126157   -0.045907      0.000000     2,093.55      0.000000       965.41                                         
Feb-90     2.063000   -0.029705      0.000000     2,031.36      0.000000       936.73                                         
Mar-90 1   2.107967    0.021797      4.005983     2,071.63      1.847293       955.30                                         
Apr-90     2.135315    0.012974      0.000000     2,098.51      0.000000       967.69                                         
May-90     2.172531    0.017429      0.000000     2,135.08      0.000000       984.56                                         
Jun-90     2.216657    0.020311      0.000000     2,178.45      0.000000     1,004.56                                         
Jul-90     2.243061    0.011912      0.000000     2,204.40      0.000000     1,016.52                                         
Aug-90     2.152086   -0.040558      0.000000     2,114.99      0.000000       975.29                                         
Sep-90     2.049792   -0.047532      0.000000     2,014.46      0.000000       928.94                                         
Oct-90     1.985471   -0.031379      0.000000     1,951.25      0.000000       899.79                                         
Nov-90     1.994810    0.004704      0.000000     1,960.43      0.000000       904.02                                         
Dec-90     1.995673    0.000433      0.000000     1,961.27      0.000000       904.41                   1,000.00              
Jan-91     2.021497    0.012940      0.000000     1,986.65      0.000000       916.11      0.000000     1,012.94              
Feb-91     2.086678    0.032244      0.000000     2,050.71      0.000000       945.65      0.000000     1,045.60              
Mar-91 1   2.113954    0.013071      4.009607     2,073.51      1.848964       956.16      2.044389     1,057.22              
Apr-91     2.139774    0.012214      0.000000     2,098.83      0.000000       967.84      0.000000     1,070.14              
May-91     2.158382    0.008696      0.000000     2,117.09      0.000000       976.26      0.000000     1,079.44              
Jun-91     2.173719    0.007106      0.000000     2,132.13      0.000000       983.20      0.000000     1,087.11              
Jul-91     2.206877    0.015254      0.000000     2,164.65      0.000000       998.19      0.000000     1,103.70              
Aug-91     2.266732    0.027122      0.000000     2,223.36      0.000000     1,025.27      0.000000     1,133.63              
Sep-91     2.317820    0.022538      0.000000     2,273.47      0.000000     1,048.37      0.000000     1,159.18              
Oct-91     2.343559    0.011105      0.000000     2,298.72      0.000000     1,060.02      0.000000     1,172.05              
Nov-91     2.362134    0.007926      0.000000     2,316.94      0.000000     1,068.42      0.000000     1,181.34              
Dec-91     2.444253    0.034765      0.000000     2,397.49      0.000000     1,105.56      0.000000     1,222.41              
Jan-92     2.403144   -0.016819      0.000000     2,357.16      0.000000     1,086.97      0.000000     1,201.85              
Feb-92     2.422703    0.008139      0.000000     2,376.35      0.000000     1,095.81      0.000000     1,211.63              
Mar-92 2   2.408393   -0.005907      3.567092     2,358.75      1.644906     1,087.70      1.818762     1,202.66              
Apr-92     2.418284    0.004107      0.000000     2,368.43      0.000000     1,092.16      0.000000     1,207.60              
May-92     2.475766    0.023770      0.000000     2,424.73      0.000000     1,118.12      0.000000     1,236.30              
Jun-92     2.521047    0.018290      0.000000     2,469.08      0.000000     1,138.57      0.000000     1,258.91              
Jul-92     2.598176    0.030594      0.000000     2,544.62      0.000000     1,173.41      0.000000     1,297.43              
Aug-92     2.627840    0.011417      0.000000     2,573.67      0.000000     1,186.80      0.000000     1,312.24              
Sep-92     2.670245    0.016137      0.000000     2,615.20      0.000000     1,205.96      0.000000     1,333.42              
Oct-92     2.609726   -0.022664      0.000000     2,555.93      0.000000     1,178.62      0.000000     1,303.20              
Nov-92     2.601822   -0.003029      0.000000     2,548.19      0.000000     1,175.05      0.000000     1,299.25              
Dec-92     2.628509    0.010257      0.000000     2,574.32      0.000000     1,187.11      0.000000     1,312.58              
Jan-93     2.689502    0.023204      0.000000     2,634.06      0.000000     1,214.65      0.000000     1,343.03      0.000000
Feb-93     2.745180    0.020702      0.000000     2,688.59      0.000000     1,239.80      0.000000     1,370.84      0.000000
Mar-93 3   2.762855    0.006439      3.969556     2,701.93      1.830495     1,245.95      2.023968     1,377.64      1.541980
Apr-93     2.777823    0.005418      0.000000     2,716.57      0.000000     1,252.70      0.000000     1,385.10      0.000000
May-93     2.783851    0.002170      0.000000     2,722.46      0.000000     1,255.42      0.000000     1,388.11      0.000000
Jun-93     2.850996    0.024119      0.000000     2,788.13      0.000000     1,285.70      0.000000     1,421.59      0.000000
Jul-93     2.860414    0.003303      0.000000     2,797.34      0.000000     1,289.95      0.000000     1,426.29      0.000000
Aug-93     2.929800    0.024257      0.000000     2,865.19      0.000000     1,321.24      0.000000     1,460.88      0.000000
Sep-93     2.943979    0.004840      0.000000     2,879.06      0.000000     1,327.63      0.000000     1,467.95      0.000000
Oct-93     2.949324    0.001816      0.000000     2,884.29      0.000000     1,330.04      0.000000     1,470.62      0.000000
Nov-93     2.895554   -0.018231      0.000000     2,831.70      0.000000     1,305.79      0.000000     1,443.81      0.000000
Dec-93     2.913980    0.006364      0.000000     2,849.72      0.000000     1,314.10      0.000000     1,453.00      0.000000
Jan-94     2.956151    0.014472      0.000000     2,890.96      0.000000     1,333.12      0.000000     1,474.02      0.000000
                                                                                                                              
<CAPTION>

              (11)          (12)         (13)
          [(3b+1)*11a-      See       [(3b+1)*13a-
          <(10)or($30)]  Footnotes    <(12)or($30)]
                           Below
         
        ----------------------------------------
Date                                            
             $1,000      Calculated     $1,000  
           Investment    Maintenance  Investment
             3 Years        Fee         1 Year  
- ------------------------------------------------
         
<S>        <C>           <C>          <C>
Jan-90   
Feb-90   
Mar-90 1 
Apr-90   
May-90   
Jun-90   
Jul-90   
Aug-90   
Sep-90   
Oct-90   
Nov-90   
Dec-90   
Jan-91   
Feb-91   
Mar-91 1 
Apr-91   
May-91   
Jun-91   
Jul-91   
Aug-91   
Sep-91   
Oct-91   
Nov-91   
Dec-91   
Jan-92   
Feb-92   
Mar-92 2 
Apr-92   
May-92   
Jun-92   
Jul-92   
Aug-92   
Sep-92   
Oct-92   
Nov-92   
Dec-92        1,000.00
Jan-93        1,023.20
Feb-93        1,044.39
Mar-93 3      1,049.57
Apr-93        1,055.26
May-93        1,057.55
Jun-93        1,083.05
Jul-93        1,086.63
Aug-93        1,112.99
Sep-93        1,118.38
Oct-93        1,120.41
Nov-93        1,099.98
Dec-93        1,106.98
Jan-94        1,123.00
</TABLE>

                        Illustration of Calculation of
             Hypothetical $1,000 Account for Average Total Return
<PAGE>   6



                 Data for Division 1 CAPITAL CONSERVATION (981)
                        Maintenance fee charged annually


<TABLE>
<CAPTION>
   (1)          (2)         (3)           (4)         (5)            (6)         (7)            (8)         (9)           (10) 
                        [(2b-2a)/2a]      See     [(3b+1)*5a-        See     [(3b+1)*7a-        See     [(3b+1)*9a-        See 
                                       Footnotes  <(4)or($30)]    Footnotes  <(6)or($30)]    Footnotes  <(8)or($30)]    Footnotes 
                                         Below                      Below                      Below                      Below   
                                                                                                                                  
                                     --------------------------------------------------------------------------------------------
   Date     Unit Value   % Change                                                                                                
                          In Unit    Calculated     $1,000      Calculated     $1,000      Calculated     $1,000      Calculated   
                          Values     Maintenance  Investment    Maintenance  Investment    Maintenance  Investment    Maintenance
                                         Fee     Since Inception    Fee       10 Years         Fee       5 Years          Fee      
- ----------------------------------------------------------------------------------------------------------------------------------
          * Inception date 2/11/82                                                                                                
   <S>        <C>        <C>            <C>          <C>           <C>          <C>           <C>          <C>           <C>     
   Feb-94     2.870340   -0.029028      0.000000     2,807.05      0.000000     1,294.42      0.000000     1,431.24      0.000000
   Mar-94 4   2.774681   -0.033327      3.562821     2,709.93      1.642936     1,249.64      1.816584     1,381.72      1.383983
   Apr-94     2.739432   -0.012704      0.000000     2,675.51      0.000000     1,233.77      0.000000     1,364.17      0.000000
   May-94     2.725067   -0.005244      0.000000     2,661.48      0.000000     1,227.30      0.000000     1,357.01      0.000000
   Jun-94     2.712149   -0.004740      0.000000     2,648.86      0.000000     1,221.48      0.000000     1,350.58      0.000000
   Jul-94     2.754235    0.015518      0.000000     2,689.96      0.000000     1,240.43      0.000000     1,371.54      0.000000
   Aug-94     2.759471    0.001901      0.000000     2,695.08      0.000000     1,242.79      0.000000     1,374.15      0.000000
   Sep-94     2.712583   -0.016992      0.000000     2,649.28      0.000000     1,221.67      0.000000     1,350.80      0.000000
   Oct-94     2.704628   -0.002933      0.000000     2,641.52      0.000000     1,218.09      0.000000     1,346.84      0.000000
   Nov-94     2.694607   -0.003705      0.000000     2,631.73      0.000000     1,213.58      0.000000     1,341.85      0.000000
   Dec-94     2.709029    0.005352      0.000000     2,645.81      0.000000     1,220.07      0.000000     1,349.03      0.000000
   Jan-95     2.759500    0.018631      0.000000     2,695.11      0.000000     1,242.80      0.000000     1,374.16      0.000000
   Feb-95     2.828032    0.024835      0.000000     2,762.04      0.000000     1,273.67      0.000000     1,408.29      0.000000
   Mar-95 5   2.849493    0.007589      3.709739     2,779.29      1.710685     1,281.62      1.891494     1,417.08      1.441053
   Apr-95     2.887018    0.013169      0.000000     2,815.89      0.000000     1,298.50      0.000000     1,435.75      0.000000
   May-95     3.015645    0.044554      0.000000     2,941.35      0.000000     1,356.35      0.000000     1,499.71      0.000000 
   Jun-95     3.038471    0.007569      0.000000     2,963.61      0.000000     1,366.62      0.000000     1,511.06      0.000000 
   Jul-95     3.019397   -0.006277      0.000000     2,945.01      0.000000     1,358.04      0.000000     1,501.58      0.000000 
   Aug-95     3.056624    0.012329      0.000000     2,981.32      0.000000     1,374.79      0.000000     1,520.09      0.000000 
   Sep-95     3.085727    0.009521      0.000000     3,009.70      0.000000     1,387.88      0.000000     1,534.57      0.000000 
   Oct-95     3.129888    0.014311      0.000000     3,052.78      0.000000     1,407.74      0.000000     1,556.53      0.000000 
   Nov-95     3.185706    0.017834      0.000000     3,107.22      0.000000     1,432.84      0.000000     1,584.29      0.000000 
   Dec-95     3.238370    0.016531      0.000000     3,158.59      0.000000     1,456.53      0.000000     1,610.14      0.000000 
                                                                                                                       
<CAPTION>

                (11)          (12)         (13)
            [(3b+1)*11a-      See       [(3b+1)*13a
            <(10)or($30)]  Footnotes    <(12)or($30
                             Below
                     
          --------------------------------------
   Date                                         
             $1,000      Calculated     $1,000  
           Investment    Maintenance  Investment
             3 Years        Fee         1 Year  
- ------------------------------------------------
          
   <S>        <C>         <C>          <C>
   Feb-94     1,090.40
   Mar-94     1,052.68
   Apr-94     1,039.30
   May-94     1,033.85
   Jun-94     1,028.95
   Jul-94     1,044.92
   Aug-94     1,046.91
   Sep-94     1,029.12
   Oct-94     1,026.10
   Nov-94     1,022.30
   Dec-94     1,027.77                 1,000.00
   Jan-95     1,046.92    0.000000     1,018.63
   Feb-95     1,072.92    0.000000     1,043.93
   Mar-95     1,079.62    1.402116     1,050.45
   Apr-95     1,093.84    0.000000     1,064.28
   May-95     1,142.57    0.000000     1,111.70
   Jun-95     1,151.22    0.000000     1,120.11
   Jul-95     1,143.99    0.000000     1,113.08
   Aug-95     1,158.10    0.000000     1,126.81
   Sep-95     1,169.12    0.000000     1,137.53
   Oct-95     1,185.86    0.000000     1,153.81
   Nov-95     1,207.00    0.000000     1,174.39
   Dec-95     1,226.96    0.000000     1,193.81
</TABLE>


      n=         13.263014 yrs

Note: a denotes previous month
   b denotes current month

      1-Maintenance fee applied has been converted to                 0.193
          x accumulation value for year 1991 and prior;

      2-Maint fee applied beginning 1/1/92 has been converted to      0.151
          x accumulation value for years 1992 of the contract;

      3-Maint fee applied beginning 1/1/93 has been converted to     0.1467
          x accumulation value for year 1993 of the contract.

      4-Maint fee applied beginning 1/1/94 has been converted to     0.1313
          x accumulation value for year 1994 of the contract.

      5-Maint fee applied beginning 1/1/95 has been converted to     0.1333
          x accumulation value for year 1995 of the contract.


                        Illustration of Calculation of
             Hypothetical $1,000 Account for Average Total Return
<PAGE>   7


                         Illustration of Calculation of
                          Average Annual Total Return


SEPARATE ACCOUNT A - WITH SURRENDER CHARGES AND MAINTENANCE FEES
CONTRACT FORM UITG-585 & UIT-585

<TABLE>
<CAPTION>
===================================================================================================================
       DIVISION 5 (PERIOD ENDING 12/31/95)          1 year     3 years     5 years     10 years     Since    
       Inception Date: September 06, 1983                                                         Inception  
- -------------------------------------------------------------------------------------------------------------
<S>                                               <C>          <C>          <C>          <C>          <C>
Ending value before surrender charges:              1,233.54    1,301.14    1,532.60        0.00        0.00 
(90% limit)                                      x 90%       x 90%       x 90%       x 90%       x 90%      
                                                 ------------------------------------------------------------
                                                    1,110.19    1,171.03    1,379.34        0.00        0.00 
5% surrender charge:                             x 5%        x 5%        x 5%        x 5%        x 5%       
                                                 ------------------------------------------------------------
Surrender charge:                                      55.51       58.55       68.97        0.00        0.00 
                                                 ============================================================
Ending value before surrender charge:               1,233.54    1,301.14    1,532.60        0.00        0.00 
Less surrender charge: $50.00 LIMIT                    50.00       50.00       50.00        0.00        0.00 
                                                 ------------------------------------------------------------
Ending value after surrender charge:                1,183.54    1,251.14    1,482.60        0.00        0.00 
===================================================================================================================
                                                                                                             
Average Annual Total Return Data                                                                             
- -------------------------------------------------------------------------------------------------------------
Present Value - Initial Purchase (P):               1,000.00    1,000.00    1,000.00    1,000.00    1,000.00 
                                                                                                             
Future Value - End. Value after surr. chg (ERV):    1,183.54    1,251.14    1,482.60    2,161.95    2,373.02 
                                                                                                             
Number of years (n):                                    1.00        3.00        5.00       10.00   12.328767 
                                                                                                             
Average Annual Total Return (T):                      18.35%       7.75%       8.19 %      8.02%       7.26% 
                                                                                                             
===================================================================================================================
</TABLE>


<PAGE>   8



                    Data for Division 5 TIMED OPPORTUNITY
                      Maintenance fee charged quarterly
                     (Contract Forms UITG-585 & UIT 585)

<TABLE>
<CAPTION>
   (1)          (2)          (3)           (4)     (5)      (6)          (7)     (8)     (9)        (10)    (11)     (12)     
                         [(2b-2a)/2a]      See           [(3b+1)*        See          [(3b+1)*       See           [(3b+1)*   
                                        Footnotes         (6a)-       Footnotes         (9a)-     Footnotes         (12a)-
                                          Below         <(4)or(5)]      Below         <(7)or(8)]    Below         <(10)or(11)] 

                                      ---------------------------------------------------------------------------------------------
   Date      Unit Value    % Change                                                                                          
                           In Unit    Calculated  Max     $1,000       Calculated    Max    $1,000     Calculated  Max    $1,000  
                            Values    Maintenance Maint  Investment    Maintenance  Maint  Investment  Maintenanc Maint Investment
               DIV 5                     Fee      Fee  Since Inception    Fee        Fee    10 Years       Fee     Fee   5 Years  
- ------------------------------------------------------------------------------------------------------------------------------------
            * Inception date 9/6/83
<S>            <C>         <C>          <C>               <C>       
06-Sep-83 *    1.000000                                   1,000.00
   Sep-83 1    0.987683    -0.012317    NO MAINT. 0.00      987.68
   Oct-83      0.971409    -0.016477     FEE 1ST  0.00      971.41
   Nov-83      0.990130     0.019272       QTR    0.00      990.13
   Dec-83 1    0.985674    -0.004500    0.420883  5.00      985.25
   Jan-84      0.965920    -0.020041    0.000000  5.00      965.51
   Feb-84      0.952289    -0.014112    0.000000  5.00      951.88
   Mar-84 1    0.957428     0.005396    0.408647  5.00      956.61
   Apr-84      0.947611    -0.010254    0.000000  5.00      946.80
   May-84      0.931157    -0.017364    0.000000  5.00      930.36
   Jun-84 1    0.941969     0.011611    0.401877  5.00      940.76
   Jul-84      0.940896    -0.001139    0.000000  5.00      939.69
   Aug-84      0.981187     0.042822    0.000000  5.00      979.93
   Sep-84 1    0.963841    -0.017679    0.411033  5.00      962.20
   Oct-84      0.965426     0.001644    0.000000  5.00      963.78
   Nov-84      0.977640     0.012651    0.000000  5.00      975.97
   Dec-84 1    0.985271     0.007806    0.419993  5.00      983.17
   Jan-85      0.993855     0.008712    0.000000  3.75      991.73
   Feb-85      1.002913     0.009114    0.000000  3.75    1,000.77
   Mar-85 1    0.991748    -0.011133    0.422573  3.75      989.21
   Apr-85      0.980883    -0.010955    0.000000  3.75      978.37
   May-85      1.026204     0.046204    0.000000  3.75    1,023.58
   Jun-85 1    1.032557     0.006191    0.329830  3.75    1,029.58
   Jul-85      1.034774     0.002147    0.000000  3.75    1,031.80
   Aug-85      1.033037    -0.001679    0.000000  3.75    1,030.06
   Sep-85 1    1.020039    -0.012582    0.325727  3.75    1,016.78
   Oct-85      1.032404     0.012122    0.000000  3.75    1,029.10
   Nov-85      1.075041     0.041299    0.000000  3.75    1,071.60
   Dec-85 1    1.100420     0.023607    0.351282  3.75    1,096.55                    1,000.00
   Jan-86      1.100680     0.000236    0.000000  3.75    1,096.81    NO MAINT. 0.00  1,000.24
   Feb-86      1.130400     0.027001    0.000000  3.75    1,126.42     FEE 1ST  0.00  1,027.24
   Mar-86 1    1.189659     0.052423    0.379648  3.75    1,185.10       QTR    0.00  1,081.10
   Apr-86      1.174715    -0.012562    0.000000  3.75    1,170.21    0.000000  5.00  1,067.52
   May-86      1.218589     0.037349    0.000000  3.75    1,213.91    0.000000  5.00  1,107.39
   Jun-86 1    1.227338     0.007180    0.391547  3.75    1,222.24    0.476248  5.00  1,114.86
   Jul-86      1.183807    -0.035468    0.000000  3.75    1,178.89    0.000000  5.00  1,075.32
   Aug-86      1.259110     0.063611    0.000000  3.75    1,253.88    0.000000  5.00  1,143.72
   Sep-86 1    1.183248    -0.060250    0.377361  3.75    1,177.95    0.458944  5.00  1,074.35
   Oct-86      1.192003     0.007399    0.000000  3.75    1,186.67    0.000000  5.00  1,082.30
   Nov-86      1.195475     0.002913    0.000000  3.75    1,190.13    0.000000  5.00  1,085.45
   Dec-86 1    1.198662     0.002666    0.382154  3.75    1,192.92    0.464724  5.00  1,087.88
   Jan-87      1.267390     0.057337    0.000000  3.75    1,261.32    0.000000  5.00  1,150.26
   Feb-87      1.313333     0.036250    0.000000  3.75    1,307.04    0.000000  5.00  1,191.96
   Mar-87 1    1.352184     0.029582    0.430961  3.75    1,345.27    0.524021  5.00  1,226.69
   Apr-87      1.335629    -0.012243    0.000000  3.75    1,328.80    0.000000  3.75  1,211.67
   May-87      1.336380     0.000562    0.000000  3.75    1,329.55    0.000000  3.75  1,212.35
   Jun-87 1    1.395042     0.043896    0.444478  3.75    1,387.47    0.540399  3.75  1,265.03
   Jul-87      1.440217     0.032383    0.000000  3.75    1,432.40    0.000000  3.75  1,306.00
   Aug-87      1.469473     0.020314    0.000000  3.75    1,461.49    0.000000  3.75  1,332.53
   Sep-87 1    1.447605    -0.014882    0.461078  3.75    1,439.28    0.560521  3.75  1,312.14
   Oct-87      1.308655    -0.095986    0.000000  3.75    1,301.13    0.000000  3.75  1,186.19

<CAPTION>

  (13)    (14)     (15)        (16)    (17)    (18)
   See           [(3b+1)*       See          [(3b+1)*
Footnotes         (15a)-     Footnotes        (18a)-
  Below         <(13)or(14)]   Below         <(16)or(17

- -------------------------------------------------------------
                                                            
Calculated    Max    $1,000     Calculated    Max   $1,000  
Maintenance  Maint Investment   Maintenance  Maint Investmen
   Fee        Fee   3 Years        Fee        Fee   1 Year  
- -------------------------------------------------------------
<S>          <C>   <C>          <C>          <C>    <C>
06-Sep-83 *                                                                                     
   Sep-83 1                                                                                     
   Oct-83                                                                                       
   Nov-83                                                                                       
   Dec-83 1                                                                                     
   Jan-84                                                                                       
   Feb-84                                                                                       
   Mar-84 1                                                                                     
   Apr-84                                                                                       
   May-84                                                                                       
   Jun-84 1                                                                                     
   Jul-84                                                                                       
   Aug-84                                                                                       
   Sep-84 1                                                                                     
   Oct-84                                                                                       
   Nov-84                                                                                       
   Dec-84 1                                                                                     
   Jan-85                                                                                       
   Feb-85                                                                                       
   Mar-85 1                                                                                     
   Apr-85                                                                                       
   May-85                                                                                       
   Jun-85 1                                                                                     
   Jul-85                                                                                       
   Aug-85                                                                                       
   Sep-85 1                                                                                     
   Oct-85                                                                                       
   Nov-85                                                                                       
   Dec-85 1                                                                                     
   Jan-86                                                                                       
   Feb-86                                                                                       
   Mar-86 1                                                                                     
   Apr-86                                                                                       
   May-86                                                                                       
   Jun-86 1                                                                                     
   Jul-86                                                                                       
   Aug-86                                                                                       
   Sep-86 1                                                                                     
   Oct-86                                                                                       
   Nov-86                                                                                       
   Dec-86 1                                                                                     
   Jan-87                                                                                       
   Feb-87                                                                                       
   Mar-87 1                                                                                     
   Apr-87                                                                                       
   May-87                                                                                       
   Jun-87 1                                                                                     
   Jul-87                                                                                       
   Aug-87                                                                                       
   Sep-87 1                                                                                     
   Oct-87                                                                                       
</TABLE>

                        Illustration of Calculation of
         Hypothetical $1,000 Account for Average Annual Total Return
<PAGE>   9


                     Data for Division 5 TIMED OPPORTUNITY
                       Maintenance fee charged quarterly
                      (Contract Forms UITG-585 & UIT 585)

<TABLE>
<CAPTION>
   (1)          (2)          (3)           (4)     (5)      (6)          (7)     (8)     (9)        (10)    (11)     (12)      
                         [(2b-2a)/2a]      See           [(3b+1)*        See          [(3b+1)*       See           [(3b+1)*    
                                        Footnotes          (6a)-      Footnotes         (9a)-     Footnotes         (12a)-     
                                          Below         <(4)or(5)]      Below         <(7)or(8)]    Below         <(10)or(11)] 

                                    | ----------------------------------------------------------------------------------------------
   Date      Unit Value    % Change |
                           In Unit  | Calculated   Max     $1,000       Calculated  Max    $1,000     Calculated    Max    $1,000 
                            Values  |Maintenance  Maint   Investment    Maintenance Maint Investment  Maintenance  Maint Investment
               DIV 5                |   Fee        Fee   Since Inception   Fee       Fee    10 Years       Fee       Fee   5 Years 
- ------------------------------------------------------------------------------------------------------------------------------------
            * Inception date 9/6/83
   <S>         <C>         <C>          <C>       <C>     <C>         <C>       <C>   <C>         <C>              <C>
   Nov-87      1.209275    -0.075941    0.000000  3.75    1,202.32    0.000000  3.75  1,096.11
   Dec-87 1    1.286227     0.063635    0.409546  3.75    1,278.42    0.497822  3.75  1,165.36
   Jan-88      1.310304     0.018719    0.000000  3.75    1,302.35    0.000000  3.75  1,187.18
   Feb-88      1.343047     0.024989    0.000000  3.75    1,334.90    0.000000  3.75  1,216.84
   Mar-88 1    1.322879    -0.015017    0.421082  3.75    1,314.43    0.511789  3.75  1,198.06
   Apr-88      1.329623     0.005098    0.000000  3.75    1,321.13    0.000000  3.75  1,204.17
   May-88      1.334663     0.003791    0.000000  3.75    1,326.14    0.000000  3.75  1,208.73
   Jun-88 1    1.356471     0.016340    0.431636  3.75    1,347.38    0.524561  3.75  1,227.96
   Jul-88      1.359568     0.002283    0.000000  3.75    1,350.45    0.000000  3.75  1,230.76
   Aug-88      1.357732    -0.001350    0.000000  3.75    1,348.63    0.000000  3.75  1,229.10
   Sep-88 1    1.373521     0.011629    0.436921  3.75    1,363.88    0.530928  3.75  1,242.86
   Oct-88      1.387574     0.010231    0.000000  3.75    1,377.83    0.000000  3.75  1,255.58
   Nov-88      1.389361     0.001288    0.000000  3.75    1,379.60    0.000000  3.75  1,257.19
   Dec-88 1    1.397280     0.005700    0.444337  3.75    1,387.02    0.539881  3.75  1,263.82
   Jan-89      1.441583     0.031707    0.000000  3.75    1,431.00    0.000000  3.75  1,303.89
   Feb-89      1.429129    -0.008639    0.000000  3.75    1,418.64    0.000000  3.75  1,292.63
   Mar-89 1    1.448583     0.013612    0.460504  3.75    1,437.49    0.559464  3.75  1,309.66
   Apr-89      1.475114     0.018315    0.000000  3.75    1,463.82    0.000000  3.75  1,333.65
   May-89      1.506364     0.021185    0.000000  3.75    1,494.83    0.000000  3.75  1,361.90
   Jun-89 1    1.520829     0.009603    0.483316  3.75    1,508.70    0.587116  3.75  1,374.39
   Jul-89      1.573539     0.034659    0.000000  3.75    1,560.99    0.000000  3.75  1,422.03
   Aug-89      1.584678     0.007079    0.000000  3.75    1,572.04    0.000000  3.75  1,432.09
   Sep-89 1    1.583192    -0.000938    0.502973  3.75    1,570.06    0.610930  3.75  1,430.14
   Oct-89      1.574485    -0.005500    0.000000  3.75    1,561.43    0.000000  3.75  1,422.27
   Nov-89      1.598677     0.015365    0.000000  3.75    1,585.42    0.000000  3.75  1,444.13
   Dec-89 1    1.618165     0.012190    0.513920  3.75    1,604.23    0.624159  3.75  1,461.11
   Jan-90      1.560079    -0.035896    0.000000  3.75    1,546.65    0.000000  3.75  1,408.66
   Feb-90      1.568791     0.005584    0.000000  3.75    1,555.28    0.000000  3.75  1,416.53
   Mar-90 1    1.583093     0.009117    0.502620  3.75    1,568.96    0.610371  3.75  1,428.83
   Apr-90      1.556364    -0.016884    0.000000  3.75    1,542.47    0.000000  3.75  1,404.70
   May-90      1.641457     0.054674    0.000000  3.75    1,626.80    0.000000  3.75  1,481.51
   Jun-90 1    1.630363    -0.006759    0.517462  3.75    1,615.29    0.471246  3.75  1,471.02
   Jul-90      1.622727    -0.004684    0.000000  3.75    1,607.72    0.000000  3.75  1,464.13
   Aug-90      1.508869    -0.070165    0.000000  3.75    1,494.92    0.000000  3.75  1,361.40
   Sep-90 1    1.463686    -0.029945    0.464411  3.75    1,449.69    0.422933  3.75  1,320.21
   Oct-90      1.459124    -0.003117    0.000000  3.75    1,445.17    0.000000  3.75  1,316.10
   Nov-90      1.531418     0.049546    0.000000  3.75    1,516.77    0.000000  3.75  1,381.30
   Dec-90 1    1.563444     0.020913    0.495905  3.75    1,548.00    0.451614  3.75  1,409.74                     1,000.00
   Jan-91      1.615726     0.033440    0.000000  3.75    1,599.76    0.000000  3.75  1,456.88    NO MAINT. 0.00   1,033.44
   Feb-91      1.695727     0.049514    0.000000  3.75    1,678.97    0.000000  3.75  1,529.02     FEE 1ST  0.00   1,084.61
   Mar-91 1    1.712993     0.010182    0.543166  3.75    1,695.52    0.494654  3.75  1,544.09       QTR    0.00   1,095.65
   Apr-91      1.717816     0.002816    0.000000  3.75    1,700.30    0.000000  3.75  1,548.44    0.000000  5.00   1,098.74
   May-91      1.783504     0.038239    0.000000  3.75    1,765.32    0.000000  3.75  1,607.65    0.000000  5.00   1,140.75
   Jun-91 1    1.709971    -0.041230    0.542034  3.75    1,691.99    0.493623  3.75  1,540.87    0.467019  5.00   1,093.25
   Jul-91      1.771356     0.035898    0.000000  3.75    1,752.73    0.000000  3.75  1,596.19    0.000000  5.00   1,132.50
   Aug-91      1.802028     0.017316    0.000000  3.75    1,783.08    0.000000  3.75  1,623.83    0.000000  5.00   1,152.11
   Sep-91 1    1.777373    -0.013682    0.563219  3.75    1,758.12    0.512916  3.75  1,601.10    0.485220  5.00   1,135.86
   Oct-91      1.794173     0.009452    0.000000  3.75    1,774.74    0.000000  3.75  1,616.23    0.000000  5.00   1,146.60
   Nov-91      1.746751    -0.026431    0.000000  3.75    1,727.83    0.000000  3.75  1,573.51    0.000000  5.00   1,116.29
   Dec-91 1    1.878219     0.075264    0.594985  3.75    1,857.28    0.541844  3.75  1,691.40    0.512532  5.00   1,199.80
   Jan-92      1.849582    -0.015247    0.000000  3.75    1,828.96    0.000000  3.75  1,665.61    0.000000  5.00   1,181.50
   Feb-92      1.870046     0.011064    0.000000  3.75    1,849.20    0.000000  3.75  1,684.04    0.000000  5.00   1,194.58
   Mar-92 2    1.808780    -0.032762    0.502601  3.75    1,788.11    0.457712  3.75  1,628.41    0.432712  5.00   1,155.01

<CAPTION>

  (13)    (14)     (15)        (16)    (17)    (18)
   See           [(3b+1)*       See          [(3b+1)*
Footnotes         (15a)-     Footnotes        (18a)-
  Below         <(13)or(14)]   Below         <(16)or(1

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

Calculated   Max    $1,000     Calculated  Max    $1,000
Maintenance Maint Investment  Maintenance Maint Investment
   Fee       Fee   3 Years        Fee      Fee    1 Year  
- ----------------------------------------------------------
   <S>      <C>   <C>         <C>         <C>    <C>

   Dec-87 1                                                                                                                   
   Jan-88                                                                                                                     
   Feb-88                                                                                                                     
   Mar-88 1                                                                                                                   
   Apr-88                                                                                                                     
   May-88                                                                                                                     
   Jun-88 1                                                                                                                   
   Jul-88                                                                                                                     
   Aug-88                                                                                                                     
   Sep-88 1                                                                                                                   
   Oct-88                                                                                                                     
   Nov-88                                                                                                                     
   Dec-88 1                                                                                                                   
   Jan-89                                                                                                                     
   Feb-89                                                                                                                     
   Mar-89 1                                                                                                                   
   Apr-89                                                                                                                     
   May-89                                                                                                                     
   Jun-89 1                                                                                                                   
   Jul-89                                                                                                                     
   Aug-89                                                                                                                     
   Sep-89 1                                                                                                                   
   Oct-89                                                                                                                     
   Nov-89                                                                                                                     
   Dec-89 1                                                                                                                   
   Jan-90                                                                                                                     
   Feb-90                                                                                                                     
   Mar-90 1                                                                                                                   
   Apr-90                                                                                                                     
   May-90                                                                                                                     
   Jun-90 1                                                                                                                   
   Jul-90                                                                                                                     
   Aug-90                                                                                                                     
   Sep-90 1                                                                                                                   
   Oct-90                                                                                                                     
   Nov-90                                                                                                                     
   Dec-90 1                                                                                                                   
   Jan-91                                                                                                                     
   Feb-91                                                                                                                     
   Mar-91 1                                                                                                                   
   Apr-91                                                                                                                     
   May-91                                                                                                                     
   Jun-91 1                                                                                                                   
   Jul-91                                                                                                                     
   Aug-91                                                                                                                     
   Sep-91 1                                                                                                                   
   Oct-91                                                                                                                     
   Nov-91                                                                                                                     
   Dec-91 1                                                                                                                   
   Jan-92                                                                                                                     
   Feb-92                                                                                                                     
   Mar-92 2                                                                                                                   
</TABLE>

                        Illustration of Calculation of
          Hypothetical $1,000 Account for Average Annual Total Return
<PAGE>   10



                     Data for Division 5 TIMED OPPORTUNITY
                       Maintenance fee charged quarterly
                      (Contract Forms UITG-585 & UIT 585)

<TABLE>
<CAPTION>
   (1)          (2)          (3)           (4)     (5)      (6)          (7)       (8)     (9)         (10)     (11)    (12)      
                         [(2b-2a)/2a]      See           [(3b+1)*        See             [(3b+1)*       See            [3b+1)*     
                                        Footnotes          (6a)-      Footnotes            (9a)-     Footnotes          (12a)-
                                          Below         <(4)or(5)]      Below           <(7)or(8)]     Below         <(10)or(11)] 
                                                                                                                               
                                     |-----------------------------------------------------------------------------------------
   Date      Unit Value    % Change  |                                                                                         
                           In Unit   | Calculated   Max    $1,000      Calculated   Max   $1,000     Calculated   Max    $1,000     
                            Values   | Maintenance Maint Investment    Maintenance Maint Investment  Maintenance Maint Investment   
               DIV 5                 |     Fee      Fee Since Inception   Fee       Fee   10 Years       Fee      Fee   5 Years     
- -------------------------------------------------------------------------------------------------------------------------------
            * Inception date 9/6/83                                                                                            
   <S>         <C>         <C>          <C>       <C>     <C>         <C>         <C>   <C>         <C>         <C>    <C>         
   Apr-92      1.791751    -0.009415    0.000000  3.75    1,771.28    0.000000    3.75  1,613.08    0.000000    3.75   1,144.13    
   May-92      1.781269    -0.005850    0.000000  3.75    1,760.92    0.000000    3.75  1,603.64    0.000000    3.75   1,137.44    
   Jun-92 2    1.758850    -0.012586    0.488590  3.75    1,738.26    0.444952    3.75  1,583.01    0.315598    3.75   1,122.81    
   Jul-92      1.807615     0.027726    0.000000  3.75    1,786.46    0.000000    3.75  1,626.90    0.000000    3.75   1,153.94    
   Aug-92      1.778560    -0.016074    0.000000  3.75    1,757.74    0.000000    3.75  1,600.75    0.000000    3.75   1,135.39    
   Sep-92 2    1.799490     0.011768    0.499739  3.75    1,777.93    0.455105    3.75  1,619.14    0.322799    3.75   1,148.43    
   Oct-92      1.788869    -0.005902    0.000000  3.75    1,767.44    0.000000    3.75  1,609.58    0.000000    3.75   1,141.65    
   Nov-92      1.823749     0.019498    0.000000  3.75    1,801.90    0.000000    3.75  1,640.96    0.000000    3.75   1,163.91    
   Dec-92 2    1.846025     0.012214    0.512518  3.75    1,823.39    0.466743    3.75  1,660.54    0.331054    3.75   1,177.80    
   Jan-93      1.868994     0.012442    0.000000  3.75    1,846.08    0.000000    3.75  1,681.20    0.000000    3.75   1,192.45    
   Feb-93      1.897488     0.015246    0.000000  3.75    1,874.23    0.000000    3.75  1,706.83    0.000000    3.75   1,210.63    
   Mar-93 3    1.923754     0.013843    0.556750  3.75    1,899.61    0.507025    3.75  1,729.95    0.359625    3.75   1,227.03    
   Apr-93      1.897751    -0.013517    0.000000  3.75    1,873.94    0.000000    3.75  1,706.57    0.000000    3.75   1,210.44    
   May-93      1.925229     0.014479    0.000000  3.75    1,901.07    0.000000    3.75  1,731.28    0.000000    3.75   1,227.97    
   Jun-93 3    1.939938     0.007640    0.561269  3.75    1,915.03    0.511140    3.75  1,743.99    0.362544    3.75   1,236.99    
   Jul-93      1.934317    -0.002898    0.000000  3.75    1,909.48    0.000000    3.75  1,738.94    0.000000    3.75   1,233.40    
   Aug-93      1.992589     0.030125    0.000000  3.75    1,967.01    0.000000    3.75  1,791.33    0.000000    3.75   1,270.56    
   Sep-93 3    1.988002    -0.002302    0.575007  3.75    1,961.91    0.523651    3.75  1,786.68    0.371417    3.75   1,267.26    
   Oct-93      2.011106     0.011622    0.000000  3.75    1,984.71    0.000000    3.75  1,807.44    0.000000    3.75   1,281.99    
   Nov-93      1.984529    -0.013215    0.000000  3.75    1,958.48    0.000000    3.75  1,783.56    0.000000    3.75   1,265.05    
   Dec-93 3    1.997266     0.006418    0.577517  3.75    1,970.47    0.525937    3.75  1,794.48    0.373039    3.75   1,272.80    
   Jan-94      2.051410     0.027109    0.000000  3.75    2,023.89    0.000000    3.75  1,843.13    0.000000    3.75   1,307.30    
   Feb-94      1.996314    -0.026858    0.000000  3.75    1,969.53    0.000000    3.75  1,793.62    0.000000    3.75   1,272.19    
   Mar-94 4    1.933794    -0.031318    0.559000  3.75    1,907.29    0.509074    3.75  1,736.94    0.361078    3.75   1,231.99    
   Apr-94      1.932875    -0.000475    0.000000  3.75    1,906.38    0.000000    3.75  1,736.12    0.000000    3.75   1,231.40    
   May-94      1.941463     0.004443    0.000000  3.75    1,914.85    0.000000    3.75  1,743.83    0.000000    3.75   1,236.87    
   Jun-94 4    1.911957    -0.015198    0.552526  3.75    1,885.20    0.503178    3.75  1,716.83    0.356896    3.75   1,217.72    
   Jul-94      1.949585     0.019680    0.000000  3.75    1,922.30    0.000000    3.75  1,750.61    0.000000    3.75   1,241.68    
   Aug-94      1.984098     0.017703    0.000000  3.75    1,956.33    0.000000    3.75  1,781.60    0.000000    3.75   1,263.66    
   Sep-94 4    1.950753    -0.016806    0.563572  3.75    1,922.89    0.513237    3.75  1,751.15    0.364031    3.75   1,242.06    
   Oct-94      1.970570     0.010159    0.000000  3.75    1,942.42    0.000000    3.75  1,768.94    0.000000    3.75   1,254.68    
   Nov-94      1.934682    -0.018212    0.000000  3.75    1,907.05    0.000000    3.75  1,736.72    0.000000    3.75   1,231.83    
   Dec-94 4    1.951533     0.008710    0.563632  3.75    1,923.10    0.513292    3.75  1,751.34    0.364070    3.75   1,242.20    
   Jan-95      1.978929     0.014038    0.000000  3.75    1,950.09    0.000000    3.75  1,775.92    0.000000    3.75   1,259.63    
   Feb-95      2.026612     0.024095    0.000000  3.75    1,997.08    0.000000    3.75  1,818.71    0.000000    3.75   1,289.99    
   Mar-95 5    2.055344     0.014177    0.611163  3.75    2,024.78    0.556577    3.75  1,843.94    0.000000    3.75   1,308.27    
   Apr-95      2.094413     0.019008    0.000000  3.75    2,063.27    0.000000    3.75  1,878.99    0.000000    3.75   1,333.14    
   May-95      2.161143     0.031861    0.000000  3.75    2,129.01    0.000000    3.75  1,938.86    0.000000    3.75   1,375.62    
   Jun-95 5    2.191530     0.014061    0.651461  3.75    2,158.29    0.593277    3.75  1,965.53    0.000000    3.75   1,393.96    
   Jul-95      2.221036     0.013464    0.000000  3.75    2,187.35    0.000000    3.75  1,991.99    0.000000    3.75   1,412.73    
   Aug-95      2.233194     0.005474    0.000000  3.75    2,199.32    0.000000    3.75  2,002.89    0.000000    3.75   1,419.46    
   Sep-95 5    2.295129     0.027734    0.682051  3.75    2,259.64    0.621135    3.75  2,057.82    0.000000    3.75   1,458.83    
   Oct-95      2.303688     0.003729    0.000000  3.75    2,268.06    0.000000    3.75  2,065.50    0.000000    3.75   1,464.27    
   Nov-95      2.371530     0.029449    0.000000  3.75    2,334.86    0.000000    3.75  2,126.32    0.000000    3.75   1,507.39    
   Dec-95 5    2.411022     0.016653    0.716276  3.75    2,373.02    0.652302    3.75  2,161.95    0.000000    3.75   1,532.60    
                                                                                                                               
<CAPTION>

   (1)         (13)    (14)     (15)          (16)    (17)    (18)
                See           [(3b+1)*        See          [(3b+1)*
             Footnotes         (15a)-      Footnotes        (18a)-
               Below         <(13)or(14)]    Below         <(16)or(17
             
             ------------------------------------------------------------
   Date                                                                  |
             Calculated    Max     $1,000     Calculated  Max   $1,000   |
             Maintenance  Maint  Investment  Maintenance Maint Investment|
                Fee        Fee    3 Years        Fee      Fee   1 Year   |
- -------------------------------------------------------------------------
   <S>        <C>       <C>       <C>         <C>        <C>    <C>
   Apr-92                         
   May-92                         
   Jun-92 2                       
   Jul-92                         
   Aug-92                         
   Sep-92 2                       
   Oct-92                         
   Nov-92                         
   Dec-92 2                       1,000.00
   Jan-93     NO MAINT.   0.00    1,012.44
   Feb-93      FEE 1ST    0.00    1,027.88
   Mar-93 3      QTR      0.00    1,042.11
   Apr-93     0.000000    5.00    1,028.02
   May-93     0.000000    5.00    1,042.91
   Jun-93 3   0.410629    5.00    1,050.46
   Jul-93     0.000000    5.00    1,047.42
   Aug-93     0.000000    5.00    1,078.97
   Sep-93 3   0.420638    5.00    1,076.07
   Oct-93     0.000000    5.00    1,088.57
   Nov-93     0.000000    5.00    1,074.19
   Dec-93 3   0.422433    5.00    1,080.66
   Jan-94     0.000000    5.00    1,109.96
   Feb-94     0.000000    5.00    1,080.15
   Mar-94 4   0.306571    5.00    1,046.01
   Apr-94     0.000000    3.75    1,045.51
   May-94     0.000000    3.75    1,050.16
   Jun-94 4   0.303020    3.75    1,033.90
   Jul-94     0.000000    3.75    1,054.24
   Aug-94     0.000000    3.75    1,072.91
   Sep-94 4   0.309078    3.75    1,054.57
   Oct-94     0.000000    3.75    1,065.28
   Nov-94     0.000000    3.75    1,045.88
   Dec-94 4   0.309111    3.75    1,054.68                      1,000.00
   Jan-95     0.000000    3.75    1,069.48    NO MAINT.  0.00   1,014.04
   Feb-95     0.000000    3.75    1,095.25     FEE 1ST   0.00   1,038.47
   Mar-95 5   0.335178    3.75    1,110.45       QTR     0.00   1,053.19
   Apr-95     0.000000    3.75    1,131.55    0.000000   5.00   1,073.21
   May-95     0.000000    3.75    1,167.61    0.000000   5.00   1,107.41
   Jun-95 5   0.357279    3.75    1,183.67    0.451718   5.00   1,122.53
   Jul-95     0.000000    3.75    1,199.60    0.000000   5.00   1,137.64
   Aug-95     0.000000    3.75    1,206.17    0.000000   5.00   1,143.87
   Sep-95 5   0.374056    3.75    1,239.25    0.472882   5.00   1,175.12
   Oct-95     0.000000    3.75    1,243.87    0.000000   5.00   1,179.50
   Nov-95     0.000000    3.75    1,280.50    0.000000   5.00   1,214.24
   Dec-95 5   0.392825    3.75    1,301.14    0.496560   5.00   1,233.54
</TABLE>
                        Illustration of Calculation of
          Hypothetical $1,000 Account for Averge Annual Total Return
<PAGE>   11





                     Data for Division 5 TIMED OPPORTUNITY
                       Maintenance fee charged quarterly
                      (Contract Forms UITG-585 & UIT 585)


<TABLE>
<CAPTION>
   (1)          (2)          (3)           (4)     (5)      (6)          (7)     (8)     (9)        (10)    (11)     (12)      
                         [(2b-2a)/2a]      See           [(3b+1)*        See          [(3b+1)*       See            [(3b+1)*      
                                        Footnotes          (6a)-      Footnotes         (9a)-     Footnotes          (12a)-
                                          Below         <(4)or(5)]      Below         <(7)or(8)]    Below         <(10)or(11)] 
                                                                                                                               
                                     |---------------------------------------------------------------------------------------
   Date      Unit Value    % Change  |                                                                                        
                           In Unit   |Calculated   Max    $1,000        Calculated   Max   $1,000     Calculated   Max    $1,000
                            Values   |Maintenance Maint  Investment     Maintenance Maint Investment  Maintenance Maint Investment
               DIV 5                 |   Fee       Fee  Since Inception     Fee      Fee   10 Years       Fee      Fee   5 Years
- -------------------------------------------------------------------------------------------------------------------------------
   <S>         <C>         <C>        <C>         <C>   <C>             <C>         <C>    <C>         <C>        <C>    <C>
                                                                                                                               
<CAPTION>

   (1)         (13)        (14)     (15)         (16)    (17)    (18)
                See               [(3b+1)*        See          [(3b+1)*
             Footnotes             (15a)-      Footnotes        (18a)-
               Below            <(13)or(14)]    Below         <(16)or(17
             
             ------------------------------------------------------------
   Date                                                                  |
             Calculated    Max     $1,000     Calculated  Max   $1,000   |
             Maintenance  Maint  Investment  Maintenance Maint Investment|
                Fee        Fee    3 Years        Fee      Fee   1 Year   |
- -------------------------------------------------------------------------
   <S>        <C>       <C>       <C>         <C>        <C>    <C>
</TABLE>
 
      1-Maintenance fee applied at quarter end has been converted to 0.1708% 
        / 4 quarters
            x accumulation value + monthly contribution for
              year one of the contract and to 0.1281% / 4 quarters 
            x accumulation value + monthly contribution for subsequent years of
              the contract to 12/31/91.

      2-Maintenance fee applied beginning 1/1/92 has been converted to 0.1498%
        / 4 quarters
            x accumulation value + monthly contribution for
              year one of the contract and to 0.1124% / 4 quarters
            x accumulation value + monthly contribution for subsequent years
              (after 1/1/92) of the contract.

      3-Maintenance fee applied beginning 1/1/93 has been converted to 0.1563%
        / 4 quarters
            x accumulation value + monthly contribution for
              year one of the contract and to 0.1172% / 4 quarters 
            x accumulation value + monthly contribution for subsequent years
              (after 1/1/93) of the contract.

      4-Maintenance fee applied beginning 1/1/94 has been converted to 0.1562% 
        / 4 quarters
            x accumulation value + monthly contribution for
              year one of the contract and to 0.1172% / 4 quarters 
            x accumulation value + monthly contribution for subsequent years
              (after 1/1/94) of the contract.

      5-Maintenance fee applied beginning 1/1/95 has been converted to 0.1609%
        / 4 quarters
            x accumulation value + monthly contribution for
              year one  of the contract and to 0.1207% / 4 quarters 
            x accumulation value + monthly contribution for subsequent years
              (after 1/1/95) of the contract.



                        Illustration of Calculation of
          Hypothetical $1,000 Account for Average Annual Total Return
<PAGE>   12
                                Illustration of
                        Calculation of Cumulative Return




                                   Division 5


                          1 Year      
                     -----------------
                     Value at 12-31-95               $12,355
                Less Value at 12-31-94               $10,000 
                                                 ------------
                                                      $2,355
          Divided by Value at 12-31-94               $10,000 
                                                 ------------
                     Cumulative Return                 23.55%
                                                 ============


                          3 Years     
                     -----------------
                     Value at 12-31-95               $13,061
                Less Value at 12-31-92               $10,000 
                                                 ------------
                                                      $3,061
          Divided by Value at 12-31-92               $10,000 
                                                 ------------
                     Cumulative Return                 30.61%
                                                 ============

                          5 Years     
                     -----------------
                     Value at 12-31-95               $15,421
                Less Value at 12-31-90               $10,000 
                                                 ------------
                                                      $5,421
          Divided by Value at 12-31-90               $10,000 
                                                 ------------
                     Cumulative Return                 54.21%
                                                 ============

                         10 Years     
                     -----------------
                     Value at 12-31-95               $21,910
                Less Value at 12-31-85               $10,000 
                                                 ------------
                                                     $11,910
          Divided by Value at 12-31-85               $10,000 
                                                 ------------
                     Cumulative Return                119.10%
                                                 ============

                      Since Inception 
                     -----------------
                     Value at 12-31-95               $24,110
                Less Value at 09-06-83               $10,000 
                                                 ------------
                                                     $14,110
          Divided by Value at 09-06-83               $10,000 
                                                 ------------
                     Cumulative Return                141.10%
                                                 ============




<PAGE>   13

                   NON-STANDARD AVERAGE ANNUAL TOTAL RETURNS
                (Without surrender charges or maintenance fees)
                            As of December 31, 1995
                                   Division 5

                                       n
                                 P(1+T) n = ERV


<TABLE>
<CAPTION>
 1 Year              3 Years             5 Years
 <S>                 <C>                 <C>     
   P = $1,000.00       P = $1,000.00       P = $1,000.00
   n =         1       n =         3       n =         5
 ERV = $1,235.50     ERV = $1,306.10     ERV = $1,542.10
   T =     23.55%      T =      9.31%      T =      9.04%
</TABLE>




<TABLE>
<CAPTION>
 10 Years            Since Inception
 <S>                 <C>
   P = $1,000.00       P = $1,000.00
   n =        10       n = 12.328767
 ERV = $2,191.00     ERV = $2,411.00
   T =      8.15%      T =      7.40%
</TABLE>





<PAGE>   14
                             Illustration of 30-Day
                     Standardized Yield for Division Seven




                                     AGSPC
                           30-DAY STANDARDIZED YIELD
                         FOR NON-MONEY MARKET DIVISIONS
                             OF SEPARATE ACCOUNT A
                              FOR THE MONTH ENDED
                               DECEMBER 31, 1995
                                   Division 7

 
                              n
    Yield =  2[(((a-b)/(cd)+1) 6)-1] =  5.23%



         a =    $295,420.48
         b =     $66,295.35
         c =  29,312,615.70
         d =       1.812011





<PAGE>   15



                            Illustration of 7 - Day
                  Current and Effective Yields for Division 6




Money Market Division Six
As of December 31, 1995



         (1) Seven Day Current Yield:

         1.545802-1.544572                365
         -----------------------   X  -----------   =   0.041523    =     4.15%
              1.544572                     7                            =======



         (2) Seven Day Effective Yield:


         1.545802-1.544572                365/7
       [ -----------------------   +    1]             - 1
              1.544572


                       365/7
       [ 1.00079633711 ]          -  1    0.042380          =      4.24%
                                                                 -------






<PAGE>   1





                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of The Variable Annuity Life Insurance Company, a life
insurance corporation organized and existing under Chapter 3 of the Texas
Insurance Code, does hereby constitute and appoint Robert M. Devlin, Stephen D.
Bickel and Cynthia A. Toles, and each of them, with full power of substitution
as his true and lawful attorney and agent, to do any and all acts and things
and to execute any and all instruments which said attorney and agent may deem
necessary or advisable:

         (i)     to enable the said corporation to comply with the Securities
Act of 1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under the said Securities Act of variable annuity contracts of the
said corporation,interests under benefit plans for employees and agents and
managers of said corporation and of its affiliates, and the variable annuity
contracts of the said corporation with respect to such benefit plans
(hereinafter collectively called "VALIC Securities"), including specifically,
but without limiting the generality of the foregoing, the power and authority
to sign for and on behalf of the undersigned the name of the undersigned as
officer and/or director of the said corporation to a registration statement or
to any amendment thereto filed with the Securities and Exchange Commission in
respect to said VALIC Securities and to any instrument or document filed as a
part of, as an exhibit to or in connection with, said registration statement or
amendment; and

         (ii)    to register or qualify said VALIC Securities for sale and to
register or license said corporation or any subsidiary thereof as a broker or
dealer in said VALIC Securities under the securities or Blue Sky Laws of all
such states as may be necessary or appropriate to permit therein the offering
and sale of said VALIC Securities as contemplated by said registration
statement, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign for and on behalf of the undersigned
the name of the undersigned as an officer and/or director of said corporation
to any application, statement, petition, prospectus, notice or other instrument
or document, or to any amendment thereto, or to any exhibit filed as a part
thereto or in connection therewith, which is required to be signed by the
undersigned and to be filed with the public authority or authorities
administering said securities or Blue Sky Laws for the purpose of so
registering or qualiying said VALIC Securities or registering or licensing said
corporation;

and the undersigned does hereby ratify and confirm as his own act and deed all
that said attorney and agent shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has subscribed these presents this
14 day of February, 1996.

                                                             /s/ AUSTIN P. YOUNG
                                                             -------------------
                                                                 Austin P. Young

In the Presence of:


/s/ DAVID  [ILLEGIBLE]   
- ----------------------
<PAGE>   2


                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of The Variable Annuity Life Insurance Company, a life insurance
corporation organized and existing under Chapter 3 of the Texas Insurance Code,
does hereby constitute and appoint Robert M. Devlin, Stephen D. Bickel and
Cynthia A. Toles, and each of them, with full power of substitution as his true
and lawful attorney and agent, to do any and all acts and things and to execute
any and all instruments which said attorney and agent may deem necessary or
advisable:

         (i)     to enable the said corporation to comply with the Securities
Act of 1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission in respect thereof, in connection with the
registration under the said Securities Act of variable annuity contracts of the
said corporation, interests under benefit plans for employees and agents and
managers of said corporation and of its affiliates, and the variable annuity
contracts of the said corporation with respect to such benefit plans
(hereinafter collectively called "VALIC Securities"), including specifically,
but without limiting the generality of the foregoing, the power and authority
to sign for and on behalf of the undersigned the name of the undersigned as
officer and/or director of the said corporation to a registration statement or
to any amendment thereto filed with the Securities and Exchange Commission in
respect to said VALIC Securities and to any instrument or document filed as a
part of, as an exhibit to or in connection with, said registration statement or
amendment; and

         (ii)    to register or qualify said VALIC Securities for sale and to
register or license said corporation or any subsidiary thereof as a broker or
dealer in said VALIC Securities under the securities or Blue Sky Laws of all
such states as may be necessary or appropriate to permit therein the offering
and sale of said VALIC Securities as contemplated by said registration
statement, including specifically, but without limiting the generality of the
foregoing, the power and authority to sign for and on behalf of the undersigned
the name of the undersigned as an officer and/or director of said corporation
to any application, statement, petition, prospectus, notice or other instrument
or document, or to any amendment thereto, or to any exhibit filed as a part
thereto or in connection therewith, which is required to be signed by the
undersigned and to be filed with the public authority or authorities
administering said securities or Blue Sky Laws for the purpose of so
registering or qualifying said VALIC Securities or registering or licensing
said corporation; and

the undersigned does hereby ratify and confirm as his own act and deed all that
said attorney and agent shall do or cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned has subscribed these presents this
20th day of March, 1996.


                                                               /s/ JON P. NEWTON
                                                             -------------------
                                                                   Jon P. Newton

In the Presence of:


/s/ JOHN A. ADKINS
- -------------------

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>                                       
   <NUMBER> 1                                  
   <NAME> VALIC SEPARATE ACCOUNT A - DIVISION 1
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                        7,403,962
<INVESTMENTS-AT-VALUE>                       7,770,858
<RECEIVABLES>                                   12,591
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               7,783,449
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                      7,783,449
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                          7,783,449
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                        2,402,085
<SHARES-COMMON-PRIOR>                        2,953,861
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                 7,783,449
<DIVIDEND-INCOME>                              528,894
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  79,783
<NET-INVESTMENT-INCOME>                        449,111
<REALIZED-GAINS-CURRENT>                        65,122
<APPREC-INCREASE-CURRENT>                      906,759
<NET-CHANGE-FROM-OPS>                        1,420,992
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                         96,297
<NUMBER-OF-SHARES-REDEEMED>                    648,073
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       (551,776)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>                                       
   <NUMBER> 2                                  
   <NAME> VALIC SEPARATE ACCOUNT A - DIVISION 2
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                        6,379,553
<INVESTMENTS-AT-VALUE>                       6,379,553
<RECEIVABLES>                                   11,459
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               6,391,022
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                      6,391,022
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                          6,391,022
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                        2,917,361
<SHARES-COMMON-PRIOR>                        3,442,237
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                 6,391,022
<DIVIDEND-INCOME>                              376,138
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  69,614
<NET-INVESTMENT-INCOME>                        306,524
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                          306,524
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        165,743
<NUMBER-OF-SHARES-REDEEMED>                    690,619
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       (524,876)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>                                       
   <NUMBER> 4                                  
   <NAME> VALIC SEPARATE ACCOUNT A - DIVISION 4

       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                      397,011,660
<INVESTMENTS-AT-VALUE>                     480,090,535
<RECEIVABLES>                                  316,741
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             480,407,276
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                    480,407,276
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                        480,407,276
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                      172,613,690
<SHARES-COMMON-PRIOR>                      171,442,018
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                               480,407,276
<DIVIDEND-INCOME>                            6,653,173
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               4,261,471
<NET-INVESTMENT-INCOME>                      2,391,702
<REALIZED-GAINS-CURRENT>                    27,981,126
<APPREC-INCREASE-CURRENT>                   76,322,743
<NET-CHANGE-FROM-OPS>                      106,695,571
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     35,874,094
<NUMBER-OF-SHARES-REDEEMED>                 34,702,422
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       1,171,672
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 5
   <NAME> VALIC SEPARATE ACCOUNT A - DIVISION 5
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                      160,827,410
<INVESTMENTS-AT-VALUE>                     182,869,410
<RECEIVABLES>                                   84,295
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             182,953,705
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                    182,953,705
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                        182,953,705
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                       75,851,431
<SHARES-COMMON-PRIOR>                       89,377,860
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                               182,953,705
<DIVIDEND-INCOME>                            7,221,681
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               1,769,561
<NET-INVESTMENT-INCOME>                      5,452,120
<REALIZED-GAINS-CURRENT>                     5,193,379
<APPREC-INCREASE-CURRENT>                   26,710,438
<NET-CHANGE-FROM-OPS>                       37,355,937
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      9,806,864
<NUMBER-OF-SHARES-REDEEMED>                 23,333,293
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                    (13,526,429)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 6
   <NAME> VALIC SEPARATE ACCOUNT A - DIVISION 6
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                       80,556,398
<INVESTMENTS-AT-VALUE>                      80,556,398
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              80,556,398
<PAYABLE-FOR-SECURITIES>                       299,003
<SENIOR-LONG-TERM-DEBT>                     80,257,395
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                         80,556,398
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                       51,907,757
<SHARES-COMMON-PRIOR>                       75,765,781
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                80,257,395
<DIVIDEND-INCOME>                            4,020,847
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 743,521
<NET-INVESTMENT-INCOME>                      3,277,326
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                        3,277,326
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     18,072,687
<NUMBER-OF-SHARES-REDEEMED>                 41,930,711
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                    (23,858,024)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 7
   <NAME> VALIC SEPARATE ACCOUNT A - DIVISION 7
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                       52,028,118
<INVESTMENTS-AT-VALUE>                      53,368,978
<RECEIVABLES>                                  219,088
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              53,588,066
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                     53,588,066
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                         53,588,066
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                       29,573,808
<SHARES-COMMON-PRIOR>                       26,859,219
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                53,588,066
<DIVIDEND-INCOME>                            3,067,082
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 459,535
<NET-INVESTMENT-INCOME>                      2,607,547
<REALIZED-GAINS-CURRENT>                     (138,616)
<APPREC-INCREASE-CURRENT>                    5,643,853
<NET-CHANGE-FROM-OPS>                        8,112,784
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      6,253,935
<NUMBER-OF-SHARES-REDEEMED>                  3,539,346
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       2,714,589
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 8
   <NAME> VALIC SEPARATE ACCOUNT A - DIVISION 8
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                       70,467,996
<INVESTMENTS-AT-VALUE>                      71,615,518
<RECEIVABLES>                                   88,257
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              71,703,775
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                     71,703,775
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                         71,703,775
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                       39,847,053
<SHARES-COMMON-PRIOR>                       26,667,073
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                71,703,775
<DIVIDEND-INCOME>                            3,526,257
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 543,762
<NET-INVESTMENT-INCOME>                      2,982,495
<REALIZED-GAINS-CURRENT>                      (28,711)
<APPREC-INCREASE-CURRENT>                    5,103,399
<NET-CHANGE-FROM-OPS>                        8,057,183
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     14,329,931
<NUMBER-OF-SHARES-REDEEMED>                  1,149,951
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      13,179,980
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 103
   <NAME> VALIC SEPARATE ACCOUNT A - DIVISION 10C
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                      803,186,859
<INVESTMENTS-AT-VALUE>                   1,066,560,864
<RECEIVABLES>                                  822,847
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                           1,067,383,711
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                  1,067,383,711
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                      1,068,383,711
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                      455,255,243
<SHARES-COMMON-PRIOR>                      416,234,288
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                             1,067,383,711
<DIVIDEND-INCOME>                           19,463,430
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               8,765,099
<NET-INVESTMENT-INCOME>                     10,698,331
<REALIZED-GAINS-CURRENT>                    32,259,276
<APPREC-INCREASE-CURRENT>                  221,238,425
<NET-CHANGE-FROM-OPS>                      264,196,032
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     76,950,994
<NUMBER-OF-SHARES-REDEEMED>                 37,930,039
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      39,020,955
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 104
   <NAME> VALIC SEPARATE ACCOUNT A - DIVISION 10 D
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                       31,264,620
<INVESTMENTS-AT-VALUE>                      41,200,277
<RECEIVABLES>                                    4,929
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              41,205,206
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                     41,205,206
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                         41,205,206
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                        9,885,873
<SHARES-COMMON-PRIOR>                       12,207,684
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                41,205,206
<DIVIDEND-INCOME>                              868,192
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 395,429
<NET-INVESTMENT-INCOME>                        472,763
<REALIZED-GAINS-CURRENT>                     2,167,227
<APPREC-INCREASE-CURRENT>                    9,456,579
<NET-CHANGE-FROM-OPS>                       12,096,569
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                        341,405
<NUMBER-OF-SHARES-REDEEMED>                  2,663,216
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                     (2,321,811)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 11
   <NAME> VALIC SEPARATE ACCOUNT A - DIVISION 11
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                      187,888,444
<INVESTMENTS-AT-VALUE>                     199,139,104
<RECEIVABLES>                                  548,336
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             199,687,440
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                    199,687,440
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                        199,687,440
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                      172,564,018
<SHARES-COMMON-PRIOR>                      187,749,916
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                               199,687,440
<DIVIDEND-INCOME>                            3,271,083
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               1,966,236
<NET-INVESTMENT-INCOME>                      1,304,847
<REALIZED-GAINS-CURRENT>                    17,579,200
<APPREC-INCREASE-CURRENT>                    (725,229)
<NET-CHANGE-FROM-OPS>                       18,158,818
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     49,402,081
<NUMBER-OF-SHARES-REDEEMED>                 64,587,979
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                    (15,185,898)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 12
   <NAME> VALIC SEPARATE ACCOUNT A - DIVISION 12
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                       52,197,124
<INVESTMENTS-AT-VALUE>                      59,966,151
<RECEIVABLES>                                  133,659
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              60,099,810
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                     60,099,810
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                         60,099,810
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                       32,750,120
<SHARES-COMMON-PRIOR>                       29,015,764
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                60,099,810
<DIVIDEND-INCOME>                            1,076,551
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 476,629
<NET-INVESTMENT-INCOME>                        599,922
<REALIZED-GAINS-CURRENT>                     3,980,637
<APPREC-INCREASE-CURRENT>                   10,227,915
<NET-CHANGE-FROM-OPS>                       14,808,474
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      6,860,477
<NUMBER-OF-SHARES-REDEEMED>                  3,126,121
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       3,734,356
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 13
   <NAME> VALIC SEPARATE ACCOUNT A - DIVISION 13
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                      109,565,749
<INVESTMENTS-AT-VALUE>                     112,179,184
<RECEIVABLES>                                  132,996
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             112,312,180
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                    112,312,180
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                        112,312,180
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                       73,369,250
<SHARES-COMMON-PRIOR>                       25,691,713
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                               112,312,180
<DIVIDEND-INCOME>                            4,148,671
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 689,381
<NET-INVESTMENT-INCOME>                      3,459,290
<REALIZED-GAINS-CURRENT>                     1,025,871
<APPREC-INCREASE-CURRENT>                    3,111,995
<NET-CHANGE-FROM-OPS>                        7,597,156
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     48,963,873
<NUMBER-OF-SHARES-REDEEMED>                  1,286,336
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      47,677,537
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
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<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
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<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 14
   <NAME> VALIC SEPARATE ACCOUNT A - DIVISION 14
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                      129,522,422
<INVESTMENTS-AT-VALUE>                     152,407,245
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             152,407,245
<PAYABLE-FOR-SECURITIES>                       416,173
<SENIOR-LONG-TERM-DEBT>                    151,991,072
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                        152,407,245
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                       98,335,995
<SHARES-COMMON-PRIOR>                      100,383,839
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                               151,991,072
<DIVIDEND-INCOME>                            1,907,029
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               1,343,735
<NET-INVESTMENT-INCOME>                        563,294
<REALIZED-GAINS-CURRENT>                     5,909,089
<APPREC-INCREASE-CURRENT>                   24,766,420
<NET-CHANGE-FROM-OPS>                       31,238,803
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     30,141,511
<NUMBER-OF-SHARES-REDEEMED>                 32,189,355
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                     (2,047,844)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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