VARIABLE ANNUITY LIFE INSURANCE CO SEPARATE ACCOUNT A
497, 1996-05-01
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<PAGE>   1
 
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>   2
 
                               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>   3
 
                                  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>   4
 
     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>   5
 
                                   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>   6
 
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>   7
 
                                  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>   8
 
     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>   9
 
                        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>   10
 
                          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>   11
 
     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>   12
 
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>   13
 
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>   14
 
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>   15
 
     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>   16
 
     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>   17
 
     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>   18
 
     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>   19
 
     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>   20
 
     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>   21
 
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>   22
 
     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>   23
 
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>   24
 
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>   25
 
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>   26
 
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>   27
 
"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>   28
 
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>   29
 
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>   30
 
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>   31
 
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>   32
 
     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>   33
 
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>   34
 
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>   35
 
                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>   36
 
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>   37
 
              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>   38
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                 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
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Suite 390
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(415) 574-5433
165 South Union Blvd. West
Suite 1050
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(303) 988-3344
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(813) 961-1611
100 Ashford Center North
Suite 100
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(770) 395-4700
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Suite 1550
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(312) 368-1001
8555 North River Road
Suite 420
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(317) 574-7145
7310 Ritchie Highway
Suite 800
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(410) 768-2330
1301 West Long Lake Road
Suite 340
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(810) 641-0022
8500 Normandale Lake Blvd.
Suite 750
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(612) 893-1099
410 Amherst Street
Suite 250
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(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
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(216) 520-2028
1800 S.W. First Avenue
Suite 505
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(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>   39
 
                                      LOGO
                                 Printed Matter
                       Printed in U.S.A. VA 2620 REV 5/96
         (C)The Variable Annuity Life Insurance Company, Houston, Texas
<PAGE>   40
 
                  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>   41
 
                              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>   42
 
                        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>   43
 
                            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>   44
 
            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>   45
 
                            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>   46
 
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>   47
 
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>   48
 
     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>   49
 
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>   50
 
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>   51
 
     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>   52
 
                        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>   53
 
                        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>   54
 
                      (This page intentionally left blank)
<PAGE>   55
                  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>   56

                  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>   57
                  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>   58
                  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>   59
                  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>   60
                  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>   61
                  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>   62
                  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>   63
                  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>   64
                  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>   65
                  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>   66
                  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>   67
                  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>   68
                  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>   69
================================================================================
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>   70
================================================================================
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>   71
================================================================================
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>   72
================================================================================
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>   73
================================================================================
                                                              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>   74
================================================================================
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>   75
================================================================================
                                                              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>   76
================================================================================
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>   77
================================================================================
                                                              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>   78
================================================================================
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>   79
================================================================================
                                                              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>   80
================================================================================
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>   81
================================================================================
                                                              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>   82
================================================================================
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>   83
================================================================================
                                                              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>   84
================================================================================
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>   85
================================================================================
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>   86
================================================================================
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>   87
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   
                                                        ---------------------



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