VARIABLE ANNUITY LIFE INSURANCE CO SEPARATE ACCOUNT A
485BPOS, 1997-04-21
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<PAGE>   1
 
   
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 21, 1997
    
                                             REGISTRATION NOS. 33-75292/811-3240
================================================================================
 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM N-4
                             ---------------------
 
   
<TABLE>
<S>                                                          <C>
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                        Pre-Effective Amendment No.          [ ]
                        Post Effective Amendment No. 9       [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
   COMPANY ACT OF 1940
                        Amendment No. 53                     [X]
</TABLE>
    
 
                             ---------------------
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT A
                           (EXACT NAME OF REGISTRANT)
 
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
                              (NAME OF DEPOSITOR)
 
                    2929 ALLEN PARKWAY, HOUSTON, TEXAS 77019
        (ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
 
                                 (713) 526-5251
              (DEPOSITOR'S TELEPHONE NUMBER, INCLUDING AREA CODE)
 
                             ---------------------
 
                            DAVID H. DEN BOER, ESQ.
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
                    2929 ALLEN PARKWAY, HOUSTON, TEXAS 77019
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
 
                             ---------------------
 
               It is proposed that this filing will become effective:
 
                    __  immediately upon filing pursuant to paragraph (b) of
                   Rule 485
   
               X  on May 1, 1997 pursuant to paragraph (b) of Rule 485
    
               __  60 days after filing pursuant to paragraph (a)(1) of Rule 485
               __  on (date) pursuant to paragraph (a)(1) of Rule 485
 
   
     PURSUANT TO RULE 24F-2(A)(1) UNDER THE INVESTMENT COMPANY ACT OF 1940, THE
REGISTRANT HAS REGISTERED AN INDEFINITE AMOUNT OF SECURITIES. THE REGISTRANT
FILED RULE 24F-2 NOTICES ON FEBRUARY 24, 1997 FOR ITS MOST RECENT FISCAL YEAR
ENDING DECEMBER 31, 1996.
    
 
                SEQUENTIAL NUMBER SYSTEM: PAGE  __ OF  __ PAGES
                  EXHIBIT INDEX ON SEQUENTIAL PAGE NUMBER  __
================================================================================
<PAGE>   2
 
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT A
 
                                    CONTENTS
 
                       REGISTRATION STATEMENT ON FORM N-4
 
This Post-Effective Amendment consists of the following papers and documents:
 
     FACING SHEET
 
          Contents Sheet
 
   
     PART A: Portfolio Director
    
 
          Cross Reference Sheet
          Prospectus
 
     PART B: Portfolio Director
 
          Statement of Additional Information
 
     PART A: Portfolio Director 2
 
          Cross Reference Sheet
          Prospectus
 
     PART B: Portfolio Director 2
 
          Statement of Additional Information
 
     PART C: Portfolio Director and Portfolio Director 2
 
          Items twenty-four (including exhibit index) through thirty-three
        Signatures
<PAGE>   3
 
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT A
   
                               PORTFOLIO DIRECTOR
    
                                    FORM N-4
                                     UNDER
                         THE SECURITIES ACT OF 1933 AND
                       THE INVESTMENT COMPANY ACT OF 1940
 
                             ---------------------
 
                             CROSS REFERENCE SHEET
 
                           (PURSUANT TO RULE 481(A))
 
   
<TABLE>
<CAPTION>
                        ITEM NO.                                         PROSPECTUS CAPTION
                        --------                                         ------------------
<C>    <S>                                                <C>
                                                  PART A
   1.  Cover Page.......................................  Cover Page
       Profile..........................................
   2.  Definitions......................................  About the Prospectus
   3.  Synopsis.........................................  About Portfolio Director, About VALIC, About
                                                          VALIC Separate Account A
   4.  Condensed Financial Information..................  Selected Purchase Unit Data
   5.  General Description of Registrant, Depositor and
       Portfolio Companies..............................  About VALIC, About VALIC Separate Account A,
                                                          Variable Account Options
   6.  Deductions and Expenses..........................  Fees and Charges, Surrender of Account Value,
                                                          Separate Account Expense Reimbursement
   7.  General Description of Variable Annuity
       Contracts........................................  Transfers Between Investment Options Purchase
                                                          Period, Payout Period, Surrender of Account
                                                          Value, Other Contract Features
   8.  Annuity Period...................................  Payout Period
   9.  Death Benefit....................................  Death Benefits
  10.  Purchase and Contract Value......................  Fees and Charges, Purchase Period
  11.  Redemptions......................................  Surrender of Account Value
  12.  Taxes............................................  Federal Tax Matters
  13.  Legal Proceedings................................  Not Applicable
  14.  Table of Contents of the Statement of Additional
       Information......................................  Contents of Statement of Additional Information
</TABLE>
    
 
<TABLE>
<CAPTION>
                                                                      STATEMENT OF ADDITIONAL
                        ITEM NO.                                        INFORMATION CAPTION
                        --------                                      -----------------------
<C>    <S>                                                <C>
                                                  PART B
  15.  Cover Page.......................................  Cover Page
  16.  Table of Contents................................  Table of Contents
  17.  General Information and History..................  General Information
  18.  Services.........................................  Experts; Distribution of Variable Annuity
                                                          Contracts
  19.  Purchase of Securities Being Offered.............  Calculation of Surrender Charge; Purchase Unit
                                                          Value; Exchange Privilege
  20.  Underwriters.....................................  Distribution of Variable Annuity Contracts
  21.  Calculation of Performance Data..................  Performance Calculations
  22.  Payout Payments..................................  Payout Payments
  23.  Financial Statements.............................  Financial Statements
</TABLE>
 
PART C
 
Information required to be set forth in Part C is set forth under the
appropriate item, so numbered, in Part C of the Registration Statement.
<PAGE>   4
 
VARIABLE ANNUITY LIFE INSURANCE COMPANY
UNITS OF INTEREST UNDER GROUP AND INDIVIDUAL
VARIABLE ANNUITY CONTRACTS
(PORTFOLIO DIRECTOR)
   
SEPARATE ACCOUNT A.                                                  May 1, 1997
    
 
PROSPECTUS
 
The Portfolio Director Contract consists of group and individual variable
annuity contracts ("Portfolio Director") that are offered by The Variable
Annuity Life Insurance Company. Portfolio Director may be available to you when
you participate in a retirement program that qualifies for deferral of federal
income taxes. Non-qualified contracts are also available. Portfolio Director is
composed of the following contract forms: UIT-194, UITG-194, UITN-194,
UIT-IRA-194 and UIT-SEP-194.
 
Portfolio Director permits you to invest in and receive retirement benefits from
Fixed Account Options and/or Variable Account Options. Each of these investment
options is explained more fully in this prospectus. Here is a list of these
investment options:
 
TWO FIXED ACCOUNT OPTIONS:
 
  Fixed Account Plus
  Short-Term Fixed Account
 
SIXTEEN VARIABLE ACCOUNT OPTIONS
(through a variety of mutual funds):
  American General Series Portfolio Company:
 
   
<TABLE>
<S>                                    <C>                                      <C>
   Stock Index Fund                    Government Securities Fund               Dreyfus Variable Investment Fund:
    MidCap Index Fund                  International Government Bond Fund       Dreyfus Small Cap Portfolio
    Small Cap Index Fund               Social Awareness Fund
    International Equities Fund        Science & Technology Fund                Templeton Variable Products
    Growth Fund                        Money Market Fund                        Series Fund:
    Growth & Income Fund               Timed Opportunity Fund                   Templeton International Fund: Class 1
    Capital Conservation Fund                                                   Templeton Asset Allocation Fund: Class 1
</TABLE>
    
 
This prospectus provides you with information you should know before investing
in Portfolio Director. This prospectus is accompanied by the current
prospectuses for the mutual fund options listed above. Please read and retain
each of these prospectuses for future reference.
 
   
A Statement of Additional Information, dated May 1, 1997, has been filed with
the Securities and Exchange Commission. This Statement of Additional Information
contains additional information about Portfolio Director and is part of this
prospectus. For a free copy, complete and return the form contained in the back
of this prospectus or call 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.
 
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES. ALSO, IT HAS NOT PASSED ON WHETHER THIS PROSPECTUS IS ADEQUATE OR
ACCURATE. IT IS A CRIMINAL OFFENSE TO STATE OTHERWISE.
<PAGE>   5
 
                               TABLE OF CONTENTS
 
   
<TABLE>
<CAPTION>
                                               PAGE
                                               ----
<S>                                            <C>
ABOUT THE PROSPECTUS.........................     1
PROFILE OF PORTFOLIO DIRECTOR CONTRACT.......     2
FEE TABLE....................................     4
SELECTED PURCHASE UNIT DATA..................     6
ABOUT PORTFOLIO DIRECTOR.....................     8
ABOUT VALIC..................................     8
ABOUT VALIC SEPARATE ACCOUNT A...............     8
VARIABLE ACCOUNT OPTIONS.....................     9
     Summary of Funds........................     9
PURCHASE PERIOD..............................    19
     Purchase Payments.......................    19
     Purchase Units..........................    19
     Calculation of Purchase Unit Value......    19
     Choosing Investment Options.............    20
          Fixed Account Options..............    20
          Variable Account Options...........    20
     Stopping Purchase Payments..............    20
TRANSFERS BETWEEN INVESTMENT OPTIONS.........    21
     During the Purchase Period..............    21
     During the Payout Period................    21
     Communicating Transfer or Reallocation
       Instructions..........................    21
     Effective Date of Transfer..............    21
FEES AND CHARGES.............................    22
     Account Maintenance Fee.................    22
     Surrender Charges.......................    22
          Amount of Surrender Charges........    22
          10% Free Withdrawal................    22
          Exceptions to Surrender
            Charges..........................    22
     Premium Tax Charge......................    23
     Separate Account Charges................    23
     Fund Annual Expense Charge..............    23
     Other Tax Charges.......................    23
     Reduction or Waiver of Account
       Maintenance Fee or Surrender
       Charges...............................    23
PAYOUT PERIOD................................    25
     Fixed Payout............................    25
     Variable Payout.........................    25
     Combination Fixed and Variable Payout...    25
     Payout Date.............................    25
     Payout Options..........................    25
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                               PAGE
                                               ----
<S>                                            <C>
     Enhancements to Payout Options..........    26
     Payout Information......................    26
SURRENDER OF ACCOUNT VALUE...................    27
     When Surrenders are Allowed.............    27
     Amount That May Be Surrendered..........    27
     Surrender Restrictions..................    27
     Partial Surrenders......................    27
     Systematic Withdrawals..................    27
     Distributions Required By Federal Tax
       Law...................................    28
EXCHANGE PRIVILEGE...........................    29
     Restrictions on Exchange Privilege......    29
     Taxes and Conversion Costs..............    29
     Surrender Charges.......................    29
     Exchange Offers.........................    29
     Comparison of Contracts.................    29
     Features of Portfolio Director..........    30
     Agents' and Managers' Retirement Plan
       Exchange Offer........................    30
DEATH BENEFITS...............................    31
     Beneficiary Information.................    31
     Special Information for Individual
       Non-Tax Qualified Contracts...........    31
     During the Purchase Period..............    31
          Interest Guaranteed Death
            Benefit..........................    31
          Standard Death Benefit.............    32
     During the Payout Period................    32
HOW TO REVIEW INVESTMENT PERFORMANCE OF
  SEPARATE ACCOUNT DIVISIONS.................    33
     Types of Investment Performance
       Information Advertised................    33
     Yield Performance Information...........    34
     Performance Information: Average Annual
       Total Return, Cumulative Return and
       Annual and Cumulative Change in
       Purchase Unit Value Tables............
OTHER CONTRACT FEATURES......................    38
VOTING RIGHTS................................    39
FEDERAL TAX MATTERS..........................    40
     Type of Plans...........................    40
     Tax Consequences in General.............    40
     Effect of Tax-Deferred
       Accumulations.........................    41
</TABLE>
    
 
                                       (i)
<PAGE>   6
 
ABOUT THE PROSPECTUS
- --------------------------------------------------------------------------------
 
Unless otherwise specified in this prospectus, the words we, our, Company, and
VALIC mean The Variable Annuity Life Insurance Company. The words you and your,
unless otherwise specified in this prospectus, mean the participant, contract
owner, annuitant or beneficiary.
 
We will use a number of other specific terms in this prospectus. We will, when
that term is used in the prospectus, provide you with a definition of that term.
The terms used in this prospectus for which we will provide you a definition
are:
 
         Account Value
         Annuitant
         Assumed Investment Rate
         Beneficiary
         Contract Owner
         Division
         Fixed Account Options
         Home Office
         Mutual Fund or Fund
         Participant
         Participant Year
         Payout Period
         Payout Unit
         Purchase Payments
         Purchase Period
         Purchase Unit
         VALIC Separate Account A
         Variable Account Options
 
This prospectus is being given to you to help you make decisions for selecting
various investment options and benefits to plan and save for your retirement. It
is intended to provide you with information about VALIC, Portfolio Director, and
saving for your retirement.
 
The purpose of Variable Account Options and Variable Payout Options is to
provide you investment returns which are greater than the effects of inflation.
We cannot, however, guarantee that this purpose will be achieved.
 
This prospectus describes a contract in which units of interest in VALIC's
Separate Account A are offered. Portfolio Director will allow you to accumulate
retirement dollars in Fixed Account Options and/or Variable Account Options.
This prospectus describes only the variable aspects of Portfolio Director except
where the Fixed Account Options are specifically mentioned.
 
For specific information about the Variable Account Options, you should refer to
the mutual fund prospectuses you have been given with this document. You should
keep these prospectuses to help answer any questions you may have in the future.
 
Following this introduction is a summary of the major features and options of
Portfolio Director. This summary is called the "Profile of Portfolio Director
Contract." It is intended to provide you with a brief overview of those sections
discussed in more detail in this prospectus.
 
                                                PARTICIPANT -- the individual, 
                                                (in most cases you are the 
                                                Participant) for whom Purchase 
                                                Payments are made.
 
                                        1
<PAGE>   7
 
PROFILE OF PORTFOLIO DIRECTOR CONTRACT
- --------------------------------------------------------------------------------
 
Portfolio Director is VALIC's combination fixed and variable annuity that offers
you a wide choice of investment options and flexibility. A summary of Portfolio
Director's major features is presented below. For a more detailed discussion of
the Portfolio Director Contract, please read the entire prospectus carefully.
 
FIXED AND VARIABLE OPTIONS
 
Portfolio Director offers you a choice from among 16 Variable Account Options
and two Fixed Account Options. You may invest in up to seven of these investment
options at any one time.
 
- --------------------------------------------------------------------------------
   
<TABLE>
<S>                   <C>                          <C>
                      FIXED ACCOUNT
                      OPTIONS
- ---------------------------------------------------------------------------------------------------------------
FIXED                 Fixed                        Guaranteed high current
OPTIONS               Account                      interest income
                      Plus
                      -----------------------------------------------------------------------------------------
                      Short-Term                   Guaranteed current
                      Fixed Account                interest income
- ---------------------------------------------------------------------------------------------------------------
                      VARIABLE ACCOUNT             INVESTMENT
                      OPTIONS                      STRATEGY
- ---------------------------------------------------------------------------------------------------------------
INDEX                 Stock Index Fund             Growth through investments tracking
EQUITY                                             the S&P 500(R) Index
FUNDS                 -----------------------------------------------------------------------------------------
                      MidCap                       Growth through investments tracking
                      Index Fund                   the S&P MidCap 400(R) Index
                      -----------------------------------------------------------------------------------------
                      Small Cap                    Growth through investments tracking
                      Index Fund                   the Russell 2000(R) Index
                      -----------------------------------------------------------------------------------------
                      International                growth through investments tracking
                      Equities Fund                the EAFE Index
- ---------------------------------------------------------------------------------------------------------------
ACTIVELY              Templeton                    Long-term capital growth through investments
MANAGED               International Fund           outside the U.S.
EQUITY
FUNDS                 -----------------------------------------------------------------------------------------
                      Dreyfus Small                Growth through investments
                      Cap Portfolio                in smaller companies
                      -----------------------------------------------------------------------------------------
                      Growth Fund                  Growth through investments
                                                   in service sector companies
                      -----------------------------------------------------------------------------------------
                      Growth &                     Growth and income
                      Income                       through investments in stocks or securities
                      Fund                         convertible into stocks
- ---------------------------------------------------------------------------------------------------------------
INCOME                Capital                      Income and possible growth
FUNDS                 Conservation                 through investments in high quality debt
                      Fund                         securities
                      -----------------------------------------------------------------------------------------
                      Government                   Income and possible growth
                      Securities                   through investments in intermediate &
                      Fund                         long-term government debt securities
                      -----------------------------------------------------------------------------------------
                      International                Income and possible growth through
                      Government                   investments in high quality foreign
                      Bond Fund                    government debt securities
- ---------------------------------------------------------------------------------------------------------------
SPECIALTY             Social                       Growth through investments in
FUNDS                 Awareness                    stocks of companies meeting social
                      Fund                         criteria of the Fund
                      -----------------------------------------------------------------------------------------
                      Science &                    Growth through investments in
                      Technology                   stocks of companies which
                      Fund                         benefit from development of science
                                                   and technology
- ---------------------------------------------------------------------------------------------------------------
MONEY                 Money Market                 Income through investments in
MARKET                Fund                         short-term money market
FUND                                               securities
- ---------------------------------------------------------------------------------------------------------------
ASSET                 Timed Opportunity            Maximum return through investments in
ALLOCATION            Fund                         a mix of stocks, bonds and money market
FUNDS                                              securities
                      -----------------------------------------------------------------------------------------
                      Templeton                    Flexible policy of investing in
                      Asset                        stocks and debt obligations of
                      Allocation                   companies and governments
                      Fund                         of any nation and money market investments
 
<CAPTION>
<S>                    <C>                   <C>
- ----------------------------------------------------------------------------------------
FIXED                  --                    --
OPTIONS
                      -----------------------------------------------------------------------------------------
                       --                    --
- ---------------------------------------------------------------------------------------------------------------
                       ADVISER               SUBADVISER
- ---------------------------------------------------------------------------------------------------------------
INDEX                  VALIC                 Bankers Trust
EQUITY
FUNDS
                      -----------------------------------------------------------------------------------------
                       VALIC                 Bankers Trust
                      -----------------------------------------------------------------------------------------
                       VALIC                 Bankers Trust
                      -----------------------------------------------------------------------------------------
                       VALIC                 N/A
- ---------------------------------------------------------------------------------------------------------------
ACTIVELY               Templeton             N/A
MANAGED                Investment Counsel
EQUITY                 Inc.
FUNDS
                      -----------------------------------------------------------------------------------------
                       Dreyfus               N/A
                      -----------------------------------------------------------------------------------------
                       VALIC                 T. Rowe Price
                      -----------------------------------------------------------------------------------------
                       VALIC                 Value Line
- ---------------------------------------------------------------------------------------------------------------
INCOME                 VALIC                 N/A
FUNDS
                      -----------------------------------------------------------------------------------------
                       VALIC                 N/A
                      -----------------------------------------------------------------------------------------
                       VALIC                 N/A
- ---------------------------------------------------------------------------------------------------------------
SPECIALTY              VALIC                 N/A
FUNDS
                      -----------------------------------------------------------------------------------------
                       VALIC                 T. Rowe Price
- ---------------------------------------------------------------------------------------------------------------
MONEY                  VALIC                 N/A
MARKET
FUND
- ---------------------------------------------------------------------------------------------------------------
ASSET                  VALIC                 N/A
ALLOCATION
FUNDS
                      -----------------------------------------------------------------------------------------
                       Templeton             N/A
                       Investment Counsel
                       Inc.
</TABLE>
    
 
                                        2
<PAGE>   8
 
- --------------------------------------------------------------------------------
 
A detailed description of the investment objective of each Fund can be found in
the section of the prospectus entitled "Variable Account Options," and also in
the current prospectus for each Fund mentioned.
 
INTEREST GUARANTEED DEATH BENEFIT
Portfolio Director offers a death benefit with an interest guarantee when death
occurs prior to your reaching age 70.
 
This contract provision is not available in some states.
 
LOANS
Portfolio Director offers a tax-free loan provision for tax-qualified contracts
that gives you access to your money in either of the Fixed Account Options,
subject to a minimum loan amount of $1,000. The availability of loans is subject
to government regulations, as well as your employer's plan provisions.
 
Keep in mind that tax laws place restrictions on withdrawals (i.e. loans which
are not repaid) if made prior to age 59 1/2.
 
TRANSFERS
There is no charge to transfer the money in your account among Portfolio
Director's investment options. You may transfer your Account Values between
Variable Account Options at any time during the Purchase Period.
 
Your Account Value in the Short-Term Fixed Account must remain there for at
least 90 days before it can be transferred to other investment options. In Fixed
Account Plus, up to 20% of your Account Value may be transferred during each
contract year to other investment options.
 
Once you begin receiving payments from your account (called the Payout Period),
you may still transfer funds among Variable Account Options once each contract
year.
 
Transfers can be made by calling VALIC's toll-free transfer service at
1-800-621-7792. For more information on account transfers, see the "Transfers
Between Investment Options" section in the prospectus.
 
FEES AND CHARGES
 
ACCOUNT MAINTENANCE FEE:
If any of your account is invested in Variable Account Options, a quarterly
account maintenance fee of $3.75 is charged to your account. If you invest only
in Fixed Account Options during a calendar quarter no account maintenance fee is
assessed.
 
SURRENDER CHARGE:
Under some circumstances a surrender charge is made to your account. These
situations are discussed in detail in the section of the prospectus entitled
"Fees and Charges -- Surrender Charges." When this happens the surrender charge
is computed in two ways and you are charged whichever amount is less. The first
amount is simply 5% of whatever amount you have withdrawn. The second amount is
5% of the contributions you made to your account during the last 60 months.
 
Withdrawals are always subject to your plan provisions and federal tax
restrictions, which generally include a tax penalty on withdrawals made prior to
age 59 1/2.
 
SEPARATE ACCOUNT CHARGES:
Depending on the Variable Account Option you choose, you may incur a mortality
and expense risk fee, computed at an annualized rate of 1% or 1.25% on the
average daily net asset value of VALIC Separate Account A.
 
PREMIUM TAX CHARGE:
Premium taxes ranging from zero to 3% are currently imposed by certain states
and municipalities on Purchase Payments made under the contract.
FUND ANNUAL EXPENSE CHARGE:
A daily charge based on a percentage of each Fund's average daily net asset
value is payable by each Fund to its investment adviser.
 
Since some of these fees may not apply to your contract, consult your VALIC
Retirement Plan Specialist to see how these provisions apply to you.
 
PAYOUT OPTIONS
When you withdraw your money, you can select from several payout options: a
lifetime annuity (which guarantees payment for as long as you live), periodic
withdrawals and systematic withdrawals. More information on payout options can
be found in the "Payout Period" section of the prospectus.
FEDERAL TAX INFORMATION
Although deferred annuity contracts such as Portfolio Director can be purchased
with after-tax dollars, they are primarily used in connection with retirement
programs which receive favorable tax treatment under federal law.
PURCHASE REQUIREMENTS
Purchase Payments may be made at any time and in any amount, subject to plan
limitations.
 
                                             To learn more about the
                                             INTEREST GUARANTEED DEATH
                                             BENEFIT, refer to the
                                             section in the prospectus
                                             entitled "Death Benefits."

                                             More information on FEES may
                                             be found in the prospectus
                                             under the headings "FEES AND
                                             CHARGES" AND "FEE TABLE."
                                             For a more detailed
                                             discussion of these income
                                             tax provisions, see the
                                             "FEDERAL TAX MATTERS"
                                             section of the prospectus
                                             and of the Statement of
                                             Additional Information.

                                             For more information on
                                             PURCHASE PAYMENTS, refer to
                                             the "Purchase Period"
                                             section of the prospectus.
 
                                        3
<PAGE>   9
 
                              FEE TABLE
                              --------------------------------------------------
 
                              CONTRACT OWNER/PARTICIPANT EXPENSES(1)
 
<TABLE>
                               <S>                                                           <C>
                                 Account Maintenance Fee ($3.75 per quarter, annualized)        $  15
                                 Maximum Surrender Charge(2)                                     5.00%
</TABLE>
 
                              SEPARATE ACCOUNT EXPENSES
                              (as a percentage of Separate Account net assets):
 
<TABLE>
<CAPTION>
                                                                                            AGSPC Funds*   Other Funds*
                                                                                            ------------   ------------
                               <S>                                                          <C>            <C>
                                 Mortality and Expense Risk Fee                                 1.00%          1.25%
</TABLE>
 
                              * -- see list of Funds under "Fund Annual
Expenses" below.
 
                              FUND ANNUAL EXPENSES(3)
                              (as a percentage of Fund net assets):
 
   
<TABLE>
<CAPTION>
                                                                      Management    Other     Total Fund
                                                                         Fees      Expenses    Expenses
                                                                      ----------   --------   ----------
                               <S>                                    <C>          <C>        <C>
                               AGSPC FUNDS:
                                 Stock Index                             0.28        0.07        0.35
                                 MidCap Index                            0.35        0.06        0.41
                                 Small Cap Index                         0.35        0.06        0.41
                                 International Equities                  0.35        0.07        0.42
                                 Growth                                  0.80        0.03        0.83
                                 Growth & Income                         0.75        0.04        0.79
                                 Capital Conservation                    0.50        0.07        0.57
                                 Government Securities                   0.50        0.06        0.56
                                 International Government Bond           0.50        0.06        0.56
                                 Social Awareness                        0.50        0.06        0.56
                                 Science & Technology                    0.90        0.04        0.94
                                 Money Market                            0.50        0.07        0.57
                                 Timed Opportunity                       0.50        0.07        0.57
                               OTHER FUNDS:
                                 Dreyfus Small Cap                       0.75        0.04        0.79
                                 Templeton International: Class 1        0.70        0.18        0.88
                                 Templeton Asset Allocation: Class 2     0.61        0.17        0.78
</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 Portfolio Director
                    Contract invested in a single Separate Account Division as
                    listed below, assuming a 5% annual return on assets:
 
   
<TABLE>
<CAPTION>
                                                                1 YEAR   3 YEARS   5 YEARS   10 YEARS
                                                                ------   -------   -------   --------
                               <S>                              <C>      <C>       <C>       <C>
                               Stock Index Division              $61      $ 95      $128       $171
                               MidCap Index Division              62        97       131        177
                               Small Cap Index Division           62        97       131        177
                               International Equities Division    62        97       131        179
                               Templeton International Division   69       118       168        254
                               Dreyfus Small Cap Division         68       115       164        245
                               Growth Division                    66       109       153        223
                               Growth & Income Division           65       108       151        219
                               Capital Conservation Division      63       102       139        195
                               Government Securities Division     63       101       139        194
                               International Government Bond
                                 Division                         63       101       139        194
                               Social Awareness Division          63       101       139        194
                               Science & Technology Division      67       112       158        234
                               Money Market Division              63       102       139        195
                               Timed Opportunity Division         63       102       139        195
                               Templeton Asset Allocation
                                 Division                         68       115       163        244
</TABLE>
    
 
                                           See footnotes on Page 5.
 
                                        4
<PAGE>   10
 
EXAMPLE #2 -- Assuming No Surrender at the End of the
              Period Shown:
- ----------------------------------------------------------
 
Total Expenses. You would pay the following expenses on a
$1,000 investment under a typical Portfolio Director
Contract without a surrender charge imposed, invested in a
single Separate Account Division as listed below, assuming
a 5% annual return on assets:
 
   
<TABLE>
<CAPTION>
                                             1 YEAR   3 YEARS   5 YEARS   10 YEARS
                                             ------   -------   -------   --------
<S>                                          <C>      <C>       <C>       <C>
Stock Index Division                          $14      $ 45      $ 78       $171
MidCap Index Division                          15        47        81        177
Small Cap Index Division                       15        47        81        177
International Equities Division                15        47        81        179
Templeton International Division               22        69       118        254
Dreyfus Small Cap Division                     21        66       114        245
Growth Division                                19        60       103        223
Growth & Income Division                       19        59       101        219
Capital Conservation Division                  17        52        89        195
Government Securities Division                 17        51        89        194
International Government Bond Division         17        51        89        194
Social Awareness Division                      17        51        89        194
Science & Technology Division                  20        63       108        234
Money Market Division                          17        52        89        195
Timed Opportunity Division                     17        52        89        195
Templeton Asset Allocation Division            21        66       113        244
</TABLE>
    
 
EXAMPLE #3 -- Assuming No Account Maintenance Fee and
                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 Portfolio Director
Contract without a surrender charge or account maintenance
fee imposed, invested in a single Separate Account
Division as listed below, assuming a 5% annual return on
assets:
 
   
<TABLE>
<CAPTION>
                                             1 YEAR   3 YEARS   5 YEARS   10 YEARS
                                             ------   -------   -------   --------
<S>                                          <C>      <C>       <C>       <C>
Stock Index Division                          $14      $ 43      $ 74       $163
MidCap Index Division                          14        45        77        170
Small Cap Index Division                       14        45        77        170
International Equities Division                14        45        78        171
Templeton International Division               22        67       115        247
Dreyfus Small Cap Division                     21        64       110        237
Growth Division                                19        58        99        215
Growth & Income Division                       18        56        97        211
Capital Conservation Division                  16        50        86        187
Government Securities Division                 16        49        85        186
International Government Bond Division         16        49        85        186
Social Awareness Division                      16        49        85        186
Science & Technology Division                  20        61       105        227
Money Market Division                          16        50        86        187
Timed Opportunity Division                     16        50        86        187
Templeton Asset Allocation Division            21        64       109        236
</TABLE>
    
 
- ------------
 
(1) Premium taxes are not shown here, but may be charged
    by some states. See: "Premium Tax Charge" in this
    prospectus.
 
(2) Reductions in the surrender charge and the account
    maintenance fee are available if certain conditions
    are met. See "Reduction or Waiver of Account
    Maintenance Fee or Surrender Charges" and "Exceptions
    to Surrender Charges" in this prospectus.
 
   
(3) MANAGEMENT FEES: The annual management fees for the
    Stock Index Fund, MidCap Index Fund, Small Cap Index
    Fund and International Equities Fund are based on each
    Fund's average daily net asset value at the following
    rates: .35% of the first $500 million and .25% on the
    excess over $500 million. The annual management fees
    for Growth Fund, Growth & Income Fund, Science &
    Technology Fund, Social Awareness Fund, Timed
    Opportunity Fund, Capital Conservation Fund,
    Government Securities Fund, International Government
    Bond Fund, Money Market Fund, and Dreyfus Small Cap
    Portfolio are flat rates as shown regardless of the
    amount of Fund assets. The annual management fees for
    Templeton Asset Allocation Fund are based on the
    Fund's average daily net asset value at the following
    rates: .65% of the first $200 million, .585% from $200
    million up to $1.3 billion, and .52% on the excess
    over $1.3 billion and Templeton International Fund are
    based on the Funds' average daily net asset value at
    the following rates: .75% of the first $200 million,
    .675% from $200 million up to $1.3 billion, and .60%
    on the excess over $1.3 billion. OTHER
    EXPENSES includes custody, accounting, reports to
    shareholders, audit, legal and other miscellaneous
    expenses.
    
 
Note: These examples should not be considered
representations of past or future expenses for VALIC
Separate Account A or for any Fund. Actual expenses may be
greater or less than those shown above. Similarly, the 5%
annual rate of return assumed in the examples is not an
estimate or guarantee of future investment performance.
The purpose of the Fee Table above is to help Contract
Owners and Participants understand the various expenses of
VALIC Separate Account A and the Funds which are, in
effect, passed on to the Contract Owners and Participants.
 
   
This Fee Table, shows all charges and expenses which may
be deducted from the assets of VALIC Separate Account A
and from the Funds in which VALIC Separate Account A
invests. For a further description of these charges and
expenses, see "Fees and Charges" in this prospectus and
"Investment Adviser" in the Series Company Prospectus and
"Management of the Fund" in the Dreyfus Small Cap
Portfolio Prospectus and "Management of the Trust" in the
Templeton Variable Products Series Fund Prospectus. Any
and all limitations on total charges and expenses are
reflected in this Fee Table.
    
 
                                        5
<PAGE>   11
 
SELECTED PURCHASE UNIT DATA
- --------------------------------------------------------------------------------
   
<TABLE>
<CAPTION>
                                                      MIDCAP        SMALL CAP    INTERNATIONAL    TEMPLETON      DREYFUS
                                    STOCK INDEX        INDEX          INDEX        EQUITIES     INTERNATIONAL   SMALL CAP
                                   DIVISION 10(2)  DIVISION 4(1)   DIVISION 14    DIVISION 11    DIVISION 20   DIVISION 18
                                   --------------  -------------   -----------   -------------  -------------  -----------
<S>                                <C>             <C>            <C>            <C>            <C>            <C>
December 31, 1996
 Purchase Units in Force             536,806,965     172,816,978    103,320,842    156,226,314    378,581,949  428,883,250
 Purchase Unit Value                   $2.848437       $3.272588      $1.785442      $1.222906      $1.399702    $1.534694
December 31, 1995
 Purchase Units in Force             455,255,243     172,613,690     98,335,995    172,564,018    219,124,926  267,735,219
 Purchase Unit Value                   $2.343900       $2.782677      $1.544896      $1.156454      $1.142586    $1.332904
December 31, 1994
 Purchase Units in Force             416,234,288     171,442,018    100,383,839    187,749,916     71,716,511   85,169,871
 Purchase Unit Value                   $1.724134       $2.153183      $1.222329      $1.054460      $0.999282    $1.043156
July 11, 1994
 Purchase Unit Value(3)                 --              --             --             --            $1.000000    $1.000000
April 29, 1994
 Purchase Unit Value(3)                 --              --             --             --             --            --
December 31, 1993
 Purchase Units in Force             369,550,060     134,621,879     56,159,647    117,215,227       --            --
 Purchase Unit Value                   $1.729327       $2.259378      $1.277199      $0.986387       --            --
December 31, 1992
 Purchase Units in Force             283,808,045      81,007,871      9,723,477     52,524,165
 Purchase Unit Value                   $1.589718       $2.021271      $1.112790      $0.767135       --            --
May 1, 1992
 Purchase Unit Value(3)                 --              --            $1.000000       --             --            --
December 31, 1991
 Purchase Units in Force              90,526,907      49,106,844       --           27,011,169       --            --
 Purchase Unit Value                   $1.505641       $1.858030       --            $0.895250       --            --
October 1, 1991
 Purchase Unit Value(3)                 --              --             --             --             --            --
December 31, 1990
 Purchase Units in Force              46,016,297      42,958,640       --           13,776,769       --            --
 Purchase Unit Value                   $1.179000       $1.538017       --            $0.813423       --            --
December 31, 1989
 Purchase Units in Force              22,325,990      40,618,028       --            2,247,450
 Purchase Unit Value                   $1.238782       $1.712671       --            $1.028405       --            --
October 2, 1989
 Purchase Unit Value(3)                 --              --             --            $1.000000       --            --
December 31, 1988
 Purchase Units in Force               9,213,178      38,747,706       --             --             --            --
 Purchase Unit Value                   $0.968670       $1.450217       --             --             --            --
December 31, 1987
 Purchase Units in Force               4,326,102      35,297,367       --             --             --            --
 Purchase Unit Value                   $0.856238       $1.282662       --             --             --            --
April 20, 1987
 Purchase Unit Value(3)                $1.000000        --             --             --             --            --
December 31, 1986
 Purchase Units in Force                --            28,360,188       --             --             --            --
 Purchase Unit Value                    --             $1.351553       --             --             --            --
 
<CAPTION>
 
                                       GROWTH
                                     DIVISION 15
                                     -----------
<S>                                <C>
December 31, 1996
 Purchase Units in Force               366,272,509
 Purchase Unit Value                     $1.733324
December 31, 1995
 Purchase Units in Force               164,417,848
 Purchase Unit Value                     $1.466652
December 31, 1994
 Purchase Units in Force                32,633,370
 Purchase Unit Value                     $1.001834
July 11, 1994
 Purchase Unit Value(3)                  --
April 29, 1994
 Purchase Unit Value(3)                  $1.000000
December 31, 1993
 Purchase Units in Force                 --
 Purchase Unit Value                     --
December 31, 1992
 Purchase Units in Force
 Purchase Unit Value                     --
May 1, 1992
 Purchase Unit Value(3)                  --
December 31, 1991
 Purchase Units in Force                 --
 Purchase Unit Value                     --
October 1, 1991
 Purchase Unit Value(3)                  --
December 31, 1990
 Purchase Units in Force                 --
 Purchase Unit Value                     --
December 31, 1989
 Purchase Units in Force
 Purchase Unit Value                     --
October 2, 1989
 Purchase Unit Value(3)                  --
December 31, 1988
 Purchase Units in Force                 --
 Purchase Unit Value                     --
December 31, 1987
 Purchase Units in Force                 --
 Purchase Unit Value                     --
April 20, 1987
 Purchase Unit Value(3)                  --
December 31, 1986
 Purchase Units in Force                 --
 Purchase Unit Value                     --
</TABLE>
    
 
- ------------
 
(1) Effective October 1, 1991, the Fund underlying this Division changed its
    name from the Capital Accumulation Fund to the MidCap Index Fund and amended
    its investment objective, investment program and investment restrictions
    accordingly. Historical purchase unit values prior to October 1, 1991
    reflect investment experience before these changes.
 
(2) Effective with the merger of Quality Growth Fund into Stock Index Fund on
    May 1, 1992, Quality Growth Division 9 was merged into Stock Index Division
    10. The merger of Divisions was accomplished by an exchange of units of
    Quality Growth Division 9 for units of Stock Index Division 10 of equivalent
    value as calculated at the close of business on April 30, 1992.
 
(3) Purchase Unit Value At Date Of Inception.
 
                                        6
<PAGE>   12
 
- --------------------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                          INTERNATIONAL                                                           TEMPLETON
 GROWTH &       CAPITAL      GOVERNMENT    GOVERNMENT       SOCIAL       SCIENCE &      MONEY         TIMED         ASSET
  INCOME      CONSERVATION   SECURITIES       BOND         AWARENESS    TECHNOLOGY      MARKET     OPPORTUNITY   ALLOCATION
DIVISION 16    DIVISION 7    DIVISION 8    DIVISION 13    DIVISION 12   DIVISION 17   DIVISION 6   DIVISION 5    DIVISION 19
- -----------   ------------   ----------    -----------    -----------   -----------   ----------   -----------   -----------
<C>           <C>            <C>          <C>             <C>           <C>           <C>          <C>           <C>
108,341,635    30,286,494    47,130,169    112,601,593     46,574,016   315,809,646   75,124,095   65,292,617    137,384,670
  $1.583056     $1.825549     $1.815651      $1.582230      $2.252673     $2.250471    $1.607212    $2.651899      $1.414844
 51,779,089    29,573,808    39,847,053     73,369,250     32,750,120   187,862,232   51,907,757   75,851,431     78,494,505
  $1.296577     $1.812011     $1.799475      $1.530780      $1.835102     $1.997175    $1.545802    $2.411022      $1.205181
 12,386,602    26,859,219    26,667,073     25,691,713     29,015,764    42,726,137   75,765,781   89,377,860     32,807,602
  $0.993168     $1.515278     $1.547150      $1.301357      $1.333899     $1.247713    $1.479129    $1.951533      $0.995860
    --            --             --            --             --            --            --           --          $1.000000
  $1.000000       --             --            --             --          $1.000000       --           --            --
    --         24,628,606    26,563,166     18,155,381     26,230,566       --        24,799,810   93,899,802        --
    --          $1.630069     $1.636228      $1.258340      $1.366979       --         $1.439327    $1.997266        --
    --         14,922,749    16,609,444      6,245,713     16,956,437       --        23,414,474   80,637,090        --
    --          $1.470167     $1.491537      $1.112826      $1.279516       --         $1.415690    $1.846025        --
    --            --             --            --             --            --            --           --            --
    --         11,069,044    11,694,890        953,038      8,447,711       --        25,545,494   76,624,765        --
    --          $1.366905     $1.405236      $1.090499      $1.250634       --         $1.384882    $1.878219        --
    --            --             --          $1.000000        --            --            --           --            --
    --          9,321,049     8,460,327        --           2,947,418       --        25,246,481   72,284,139        --
    --          $1.178361     $1.237104        --           $0.987666       --         $1.325393    $1.563444        --
    --          7,502,717     5,556,464        --             212,636       --        15,949,534   68,361,149        --
    --          $1.193583     $1.179231        --           $1.010003       --         $1.240599    $1.618165        --
    --            --             --            --           $1.000000       --            --           --            --
    --          3,996,455     3,408,919        --             --            --         9,429,191   65,817,325        --
    --          $1.078919     $1.062082        --             --            --         $1.149516    $1.397280        --
    --          2,343,021     2,074,588        --             --            --         4,121,853   59,631,901        --
    --          $1.018629     $1.011978        --             --            --         $1.087299    $1.286227        --
    --            --             --            --             --            --            --           --            --
    --          1,153,481     1,163,907        --             --            --           914,106   41,290,244        --
    --          $1.047718     $1.046062        --             --            --         $1.040484    $1.198662        --
</TABLE>
    
 
- ------------
 
Financial statements of VALIC Separate Account A are included in the Statement
of Additional Information, which is available upon request. Purchase units shown
are for a Purchase Unit outstanding throughout the year under a representative
Contract of the type invested in each column shown. The unit value of each
Division of VALIC Separate Account A will not be the same on any given day as
the net asset value per share of the underlying Fund of the Series Company and
the other mutual fund portfolios described in this prospectus in which that
Division invests. This is because each unit value consists of the underlying
share's net asset value minus the charges to VALIC Separate Account A. 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 VALIC Separate Account A does not
change as a result of such distributions.
 
                                        7
<PAGE>   13
 
- --------------------------------------------------------------------------------
 
ABOUT PORTFOLIO DIRECTOR
 
Portfolio Director was developed to help you save money for your retirement. It
offers you a combination of fixed and variable investment options that you can
invest in to help you reach your retirement savings goals. Your contributions to
Portfolio Director can come from different sources, like payroll deductions or
money transfers. Your retirement savings process with Portfolio Director will
involve two stages: the Purchase Period; and the Payout Period. The first is
when you make contributions into Portfolio Director called "Purchase Payments."
The second, is when you receive your retirement payouts. For more information,
see "Purchase Period" and the "Payout Period" in this prospectus.
You may choose, depending upon your retirement savings goals, your personal risk
tolerances, and your retirement plan, to invest in the Fixed Account Options
and/or the Variable Account Options described in this prospectus. When you
decide to retire, or otherwise withdraw your money, you can select from a wide
array of payout options including both fixed and variable payments. In addition,
this prospectus will describe for you all fees and charges that may apply to
your participation in Portfolio Director.

All inquiries regarding
PORTFOLIO DIRECTOR
may be directed to your
VALIC Regional Office at
the addresses shown in the
back of this prospectus.
ABOUT VALIC

We are a life insurance company organized in 1955 and located in the State of
Texas. Our main business is issuing and offering fixed and variable retirement
annuity contracts, like Portfolio Director. Our principal offices are located at
2929 Allen Parkway, Houston, Texas 77019. We have Regional Offices throughout
the United States. The addresses for these offices are given in the back of this
prospectus.
 
   
VALIC is a member of the American General Corporation group of companies.
Members of the American General Corporation group of companies operate in each
of the 50 states, the District of Columbia, and Canada and collectively provide
financial services with activities heavily weighted toward insurance.
    
 
MUTUAL FUND OR FUND --
the investment portfolio(s)
of a registered open-end
management investment
company, which serves as
the underlying investment
vehicle for each Division
represented in VALIC
Separate Account A.

   
For more information about
VALIC, see the Statement of
Additional Information
    

ABOUT VALIC SEPARATE ACCOUNT A
 
When you direct money to Portfolio Director's Variable Account Options, you will
be sending that money through VALIC's Separate Account A. You do not invest
directly in the Mutual Funds made available in Portfolio Director. VALIC's
Separate Account A invests in the Mutual Funds on behalf of your account.
VALIC Separate Account A is made up of what we call "Divisions." Sixteen
Divisions are available and represent the Variable Account Options in Portfolio
Director. Each of these Divisions invests in a different Mutual Fund made
available through Portfolio Director. For example, Division Ten represents and
invests in the Stock Index Fund. The earnings (or losses) of each Division are
credited to (or charged against) the assets of that Division, and do not affect
the performance of the other Divisions of VALIC Separate Account A.
 
VALIC established Separate Account A in 1979 under Texas insurance law to allow
you to be able to invest in a number of Variable Account Options available in
Portfolio Director. VALIC Separate Account A is registered with the Securities
and Exchange Commission (SEC) as a unit investment trust under the Investment
Company Act of 1940. Units of interest in VALIC Separate Account A are
registered as securities under the Securities Act of 1933.
 
VALIC Separate Account A is administered and accounted for as part of VALIC's
business operations. However, the income, capital gains or capital losses,
whether or not realized of each Division of VALIC Separate Account A are
credited to or charged against the assets held in that Division 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. In accordance with the terms
of Portfolio Director, VALIC Separate Account A may not be charged with the
liabilities of any other VALIC operation. As stated in Portfolio Director, the
Texas Insurance Code requires that the assets of VALIC Separate Account A
attributable to Portfolio Director be held exclusively for the benefit of the
contract owner, participants, annuitants, and beneficiaries of Portfolio
Director. When we discuss performance information in this prospectus, we mean
the performance of a VALIC Separate Account A Division.
 
UNITS OF INTERESTS
 
Your investment in a Division of VALIC Separate Account A is represented by
units of interest issued by VALIC Separate Account A. On a daily basis, the
units of interest issued by VALIC Separate Account A are revalued to reflect
that day's performance of the underlying mutual fund minus any applicable fees
and charges to VALIC Separate Account A.
 
 
                                        8
<PAGE>   14
 
VARIABLE ACCOUNT OPTIONS
- --------------------------------------------------------------------------------
 
Portfolio Director enables you to participate in Divisions that represent
sixteen Variable Account Options. These Divisions comprise all of the Variable
Account Options that are made available to you through VALIC Separate Account A.
See "About VALIC Separate Account A" in this prospectus.
 
Each individual Division represents and invests, through VALIC's Separate
Account A, in specific mutual funds. These mutual funds serve as the investment
vehicles for Portfolio Director and include:
 
- - American General Series Portfolio
  Company -- offers 13 funds, for which VALIC serves as investment adviser.
 
- - Templeton Variable Products Series -- offers 2 funds, for which Templeton
  Investment Counsel, Inc. serves as investment adviser.
 
- - Dreyfus Variable Investment Fund -- offers 1 fund, for which The Dreyfus
  Corporation serves as investment adviser.
 
Each of these Funds (except for American General Series Portfolio Company's
International Government Bond Fund) is registered as a diversified open-end,
management investment company and is
regulated under the Investment Company
Act of 1940. For complete information
about each of these Funds, including
charges and expenses, you should refer
to the prospectus for that Fund.
Additional copies are available from VALIC or you may contact your VALIC
Regional Office at the addresses shown in the back of this prospectus.
   
Shares of the Dreyfus Small Cap Portfolio, the Templeton Asset Allocation Fund,
and the Templeton International Fund are also sold to separate accounts of other
insurance companies that may or may not be affiliated with us. This is known as
"shared funding." These funds may also be sold to separate accounts that act as
the underlying investments for both variable annuity contracts and variable life
insurance policies. This is known as "mixed funding." There are certain risks
associated with mixed and shared funding. These risks are discussed in each
Fund's prospectus.
    
 
SUMMARY OF FUNDS
 
A brief summary of the investment objectives of each mutual fund is shown below.
In addition to the investment objectives, the change in an Account Value of an
assumed $10,000 investment in each of the Divisions is shown in both table and
graph form. The Account Values shown are since the inception of the Division or
the last 10 fiscal years. The change in Account Values shown for the Dreyfus and
Templeton Funds have been calculated on a pro forma basis using the inception
dates of the Funds in which the corresponding Divisions invest. For more
information about how these returns were calculated including a statement of the
charges reflected, see "How to Review Investment Performance of Separate Account
Divisions" in this prospectus. Any charges under Portfolio Director excluded
from the calculation of these returns will further reduce your return.

VARIABLE ACCOUNT OPTIONS -- investment
options that correspond
to Separate Account
Divisions offered by
Portfolio Director.
Investment returns on
Variable Account
Options may be positive
or negative depending on
the investment
performance of the
underlying Mutual Fund.
 
                                        9
<PAGE>   15
 
STOCK INDEX FUND
(Division 10)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
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 Standard & Poor's 500 Stock Index(R)*.
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     April 20, 1987         $ Value
- -------------------------   -------
<C>                         <C>
        04/20/87            $10,000
        12/31/87              8,562
        12/31/88              9,687
        12/31/89             12,388
        12/31/90             11,790
        12/31/91             15,056
        12/31/92             15,897
        12/31/93             17,293
        12/31/94             17,241
        12/31/95             23,439
        12/31/96             28,484
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 20, 1987
                                    [CHART]
 
SMALL CAP INDEX FUND
(Division 14)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks to provide growth of capital through investment primarily in a diversified
portfolio of common stocks that, as a group, are expected to provide investment
results closely corresponding to the performance of the Russell 2000(R) Index.**
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
       May 1, 1992          $ Value
- -------------------------   -------
<C>                         <C>
        05/01/92            $10,000
        12/31/92             11,128
        12/31/93             12,772
        12/31/94             12,223
        12/31/95             15,449
        12/31/96             17,854
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                      STIPULATED PAYMENT MADE MAY 1, 1992
                                    [CHART]
 
 * "Standard & Poor's(R)", "S&P(R)", "S&P 500(R)" and "S&P MidCap 400(R)" are
   trademarks of Standard and Poor's ("S&P"). Neither the MidCap Index Fund nor
   the Stock Index Fund is sponsored, endorsed, sold or promoted by S&P and S&P
   makes no representation regarding the advisability of investing in these
   Funds.
** The Russell 2000(R) Index is a trademark/service mark of the Frank Russell
   Trust Company. Russell(TM) is a trademark of the Frank Russell Company.
 
                                       10
<PAGE>   16
 
MIDCAP INDEX FUND
(Division 4)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
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 MidCap 400(R) Index*.
 
   
The performance information for the MidCap Index Division is shown in two
separate sets of tables and graphs for the ten year period beginning January 1,
1987 and for the period beginning October 1, 1991. The latter period shows the
performance of the MidCap Index Division since the change in investment
objectives, investment program and investment restrictions of the underlying
Fund. Selected Purchase Unit data for the last ten years for the MidCap Index
Division appears on page 6 of this prospectus.
    
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     October 1, 1991        $ Value
- -------------------------   -------
<C>                         <C>
        10/01/91            $10,000
        12/31/91             11,163
        12/31/92             12,143
        12/31/93             13,574
        12/31/94             12,936
        12/31/95             16,718
        12/31/96             19,661
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE OCTOBER 1, 1991
 
                                    [CHART]
 
- ---------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     January 1, 1987        $ Value
- -------------------------   -------
<C>                         <C>
        01/01/87            $10,000
        12/31/87              9,490
        12/31/88             10,730
        12/31/89             12,672
        12/31/90             11,380
        12/31/91             13,747
        12/31/92             14,955
        12/31/93             16,717
        12/31/94             15,931
        12/31/95             20,589
        12/31/96             24,214
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1987
    
                                    [CHART]
 
                                       11
<PAGE>   17
 
INTERNATIONAL EQUITIES FUND
(Division 11)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks to provide long-term growth of capital through investments primarily in a
diversified portfolio of equity and equity related securities of foreign issuers
that, as a group, are expected to provide investment results closely
corresponding to the performance of the EAFE Index.
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     October 2, 1989        $ Value
- -------------------------   -------
<C>                         <C>
        10/02/89            $10,000
        12/31/89             10,284
        12/31/90              8,134
        12/31/91              8,952
        12/31/92              7,671
        12/31/93              9,864
        12/31/94             10,545
        12/31/95             11,565
        12/31/96             12,229
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE OCTOBER 2, 1989
                                    [CHART]
 
TEMPLETON INTERNATIONAL
   
FUND: CLASS 1
    
(Division 20)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks to achieve long-term capital growth through a flexible policy of investing
in stocks and debt obligations of companies and governments, outside the United
States. Any income realized will be incidental. Although the Fund generally
invests in common stock, it may also invest in preferred stocks and certain debt
securities such as convertible bonds which are rated in any category by S&P or
Moody's or which are unrated by any agency.
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
       May 1, 1992          $ Value
- -------------------------   -------
<C>                         <C>
        05/01/92            $10,000
        12/31/92              9,311
        12/31/93             13,549
        12/31/94             13,077
        12/31/95             14,952
        12/31/96             18,317
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                      STIPULATED PAYMENT MADE MAY 1, 1992
                                    [CHART]
 
                                       12
<PAGE>   18
 
   
DREYFUS SMALL CAP PORTFOLIO
    
(Division 18)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks to maximize capital appreciation and invests principally in common stocks.
This Fund will be particularly alert to companies which The Dreyfus Corporation
considers to be emerging smaller-size companies which are believed to be
characterized by new or innovative products, services, or processes which should
enhance prospects for growth in future earnings.
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     August 31, 1990        $ Value
- -------------------------   --------
<C>                         <C>
        08/31/90            $ 10,000
        12/31/90              10,168
        12/31/91              26,105
        12/31/92              44,181
        12/31/93              73,477
        12/31/94              78,125
        12/31/95              99,825
        12/31/96             114,938
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE AUGUST 31, 1990
                                    [CHART]
 
GROWTH FUND
(Division 15)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks to provide long-term growth of capital through investment primarily in
common stocks of U.S. growth companies engaged in service-related activities.
 
   
<TABLE>
<CAPTION>
 Annual Value of a $10,000
  Stipulated Payment made
       April 29,1994           $ Value
- ----------------------------   -------
<C>                            <C>
          04/29/94             $10,000
          12/31/94              10,018
          12/31/95              14,667
          12/31/96              17,333
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 29, 1994
                                    [CHART]
 
                                       13
<PAGE>   19
 
GROWTH & INCOME FUND
(Division 16)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks to provide long-term growth of capital and, secondarily, current income
through investment in common stocks and equity-related securities.
 
   
<TABLE>
<CAPTION>
 Annual Value of a $10,000
  Stipulated Payment made
       April 29, 1994          $ Value
- ----------------------------   -------
<C>                            <C>
          04/29/94             $10,000
          12/31/94               9,932
          12/31/95              12,966
          12/31/96              15,831
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 29, 1994
                                    [CHART]
 
CAPITAL CONSERVATION FUND
(Division 7)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
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.
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     January 1, 1987        $ Value
- -------------------------   -------
<C>                         <C>
        01/01/87            $10,000
        12/31/87              9,722
        12/31/88             10,298
        12/31/89             11,392
        12/31/90             11,247
        12/31/91             13,047
        12/31/92             14,032
        12/31/93             15,558
        12/31/94             14,463
        12/31/95             17,295
        12/31/96             17,424
</TABLE>
    
 
   
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE JANUARY 1, 1987
    
                                    [CHART]
 
                                       14
<PAGE>   20
 
GOVERNMENT SECURITIES
FUND
(Division 8)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks high current income and protection of capital through investments in
intermediate and long-term U.S. Government debt securities.
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     January 1, 1987        $ Value
- -------------------------   -------
<C>                         <C>
        01/01/87            $10,000
        12/31/87              9,674
        12/31/88             10,153
        12/31/89             11,273
        12/31/90             11,826
        12/31/91             13,434
        12/31/92             14,259
        12/31/93             15,642
        12/31/94             14,790
        12/31/95             17,202
        12/31/96             17,357
</TABLE>
    
 
   
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE JANUARY 1, 1987
    
 
                                    [CHART]
 
INTERNATIONAL GOVERNMENT
BOND FUND
(Division 13)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks high current income through investments primarily in high quality debt
securities issued or guaranteed by foreign governments.
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     October 1, 1991        $ Value
- -------------------------   -------
<C>                         <C>
        10/01/91            $10,000
        12/31/91             10,905
        12/31/92             11,128
        12/31/93             12,583
        12/31/94             13,014
        12/31/95             15,308
        12/31/96             15,822
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE OCTOBER 1, 1991
 
                                    [CHART]
 
                                       15
<PAGE>   21
 
SOCIAL AWARENESS FUND
(Division 12)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks to obtain growth of capital through investment, primarily in common
stocks, in companies which meet the social criteria established for the Fund.
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     October 2, 1989        $ Value
- -------------------------   -------
<C>                         <C>
        10/02/89            $10,000
        12/31/89             10,100
        12/31/90              9,877
        12/31/91             12,506
        12/31/92             12,795
        12/31/93             13,670
        12/31/94             13,339
        12/31/95             18,351
        12/31/96             22,527
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE OCTOBER 2, 1989
                                    [CHART]
 
SCIENCE & TECHNOLOGY FUND
(Division 17)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks long-term growth of capital through investment primarily in the common
stocks and equity-related securities of companies that are expected to benefit
from the development, advancement and use of science and technology.
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     April 29, 1994         $ Value
- -------------------------   -------
<C>                         <C>
        04/29/94            $10,000
        12/31/94             12,477
        12/31/95             19,972
        12/31/96             22,505
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 29, 1994
                                    [CHART]
 
                                       16
<PAGE>   22
 
MONEY MARKET FUND
(Division 6)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks liquidity, protection of capital and current income through investments in
short-term money market instruments.
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     January 1, 1987        $ Value
- -------------------------   -------
<C>                         <C>
        01/01/87            $10,000
        12/31/87             10,450
        12/31/88             11,048
        12/31/89             11,923
        12/31/90             12,738
        12/31/91             13,310
        12/31/92             13,606
        12/31/93             13,833
        12/31/94             14,216
        12/31/95             14,857
        12/31/96             15,447
</TABLE>
    
 
   
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE JANUARY 1, 1987
    
                                    [CHART]
 
TIMED OPPORTUNITY FUND
(Division 5)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
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.
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     January 1, 1987        $ Value
- -------------------------   -------
<C>                         <C>
        01/01/87            $10,000
        12/31/87             10,731
        12/31/88             11,657
        12/31/89             13,500
        12/31/90             13,043
        12/31/91             15,669
        12/31/92             15,401
        12/31/93             16,662
        12/31/94             16,281
        12/31/95             20,114
        12/31/96             22,124
</TABLE>
    
 
   
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE JANUARY 1, 1987
    
                                    [CHART]
 
                                       17
<PAGE>   23
 
TEMPLETON ASSET ALLOCATION
   
FUND CLASS 1
    
(Division 19)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks a high level of total return through a flexible policy of investing in the
following market segments: stocks of companies in any nation, debt securities of
companies and governments of any nation, and money market instruments. Changes
in the asset mix will be adjusted in an attempt to capitalize on total return
potential produced by changing economic conditions throughout the world.
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     August 24, 1988        $ Value
- -------------------------   -------
<C>                         <C>
        08/24/88            $10,000
        12/31/88             10,237
        12/31/89             11,450
        12/31/90             10,405
        12/31/91             13,124
        12/31/92             14,009
        12/31/93             17,453
        12/31/94             16,714
        12/31/95             20,227
        12/31/96             23,746
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE AUGUST 24, 1988
                                    [CHART]
 
                                       18
<PAGE>   24
 
PURCHASE PERIOD
- --------------------------------------------------------------------------------
 
The Purchase Period begins when your first Purchase Payment is made and
continues until you begin your Payout Period. The Purchase Period can also end
when a Portfolio Director account is surrendered before the Payout Period. The
amount, number, and frequency of your Purchase Payments is determined by the
retirement plan for which Portfolio Director was purchased.
 
PURCHASE PAYMENTS
   
You may establish an account only through a VALIC representative. Initial
Purchase Payments must be received by VALIC either with, or after, a completed
application. Your employer is usually responsible for remitting Purchase
Payments to us. The employer is responsible for furnishing instructions to us (a
premium flow report) as to the amount being applied to your account. Purchase
Payments can also be made by you for IRAs and certain non-qualified contracts
("individual contracts.")
    
 
Minimum initial and subsequent Purchase Payments are as follows:
- --------------------------------------------------
 
<TABLE>
<CAPTION>
                        Initial    Subsequent
    Contract Type       Payment     Payment
    -------------       -------    ----------
<S>                     <C>        <C>
Periodic Payment        $   30        $ 30
Single Payment          $1,000         -0-
</TABLE>
 
Periodic Payment minimums apply to each Fixed Account Option or Variable Account
Option selected. The Single Payment minimum applies to each of your accounts.
 
Purchase Payments are received in VALIC's Home Office. When an initial Purchase
Payment accompanies an application, within 2 business days we will:
 
- - Accept the Application -- and issue a contract. We will also establish your
  account and apply your Purchase Payment by crediting the amount to the Fixed
  Account Option or Variable Account Option selected;
 
- - Reject the Application -- and return the Purchase Payment; or
 
- - Request Additional Information -- to correct or complete the application.
 
   
If we receive Purchase Payments from your employer before we receive your
completed application or enrollment form, we will not be able to open an account
for you. Under these circumstances, we will take one of the following actions:
    
 
   
  Return Purchase Payments. If we do not have your name, address or social
  security number, we will return the Purchase Payment to your employer unless
  this information is immediately provided to us.
    
 
   
  Employer-Directed Account. If we have your name, address and social security
  number and we have an Employer-Directed Account Agreement from your employer,
  generally we will deposit your Purchase Payment in an "Employer-Directed"
  account invested in our Money Market Division Option. You may not transfer
  these amounts until VALIC has received a completed application or enrollment
  form.
    
 
   
  Starter Account. If we have your name, address and social security number, but
  we do not have an Employer-Directed Account Agreement from your employer, we
  will deposit your Purchase Payment in a "starter" account invested in the
  Money Market Division. We will send you follow-up letters requesting the
  information necessary to complete the application, including your allocation
  instructions. Unless a completed application or enrollment form is received by
  us within 105 days of establishment of your starter account, the account
  balance, including earnings, will be returned to your employer. We are not
  responsible for any adverse tax consequences to you that may result from the
  return of your employer's contributions.
    
 
PURCHASE UNITS
A Purchase Unit is a unit of interest owned by you in your Variable Account
Option. Purchase Units apply only to the Variable Account Options selected for
your account. Purchase Unit values are calculated at the close of regular
trading of the New York Stock Exchange (the "Exchange"), currently 4:00 p.m. New
York time (see Calculation of Purchase Unit Value below for more information.)
Purchase Units will be credited the same business day if Purchase Payments are
received by our Home Office before the close of the Exchange. If not, they will
be calculated and credited the next business day. Purchase Unit values will vary
depending on the net investment results of each of the Variable Account Options.
This means the value of your Variable Account Option will fluctuate.
 
Calculation of Purchase Unit Value
The Purchase Unit value for a Division is calculated as shown below:
- --------------------------------------------------
   
Step 1: Calculate the gross investment rate:
    
   
  Gross Investment Rate
    
   
= (EQUALS)
    
  The Division's investment income
   
  and capital gains and losses
    
  (whether realized or unrealized) on
  that day from the assets
  attributable to the Division.
/ (DIVIDED BY)
  The value of the Division for
  the immediately preceding day on
  which the values are calculated.
 
   
                                                      PURCHASE PAYMENTS -- an
                                                      amount of money you pay to
                                                      VALIC to receive the
                                                      benefits of an annuity
                                                      Contract offered by
                                                      Portfolio Director.
    
 
                                       19
<PAGE>   25
- ------------------------------------------------------------
 
We calculate the gross investment rate as of 4:00 p.m. New York time on each
business day when the New York Stock Exchange is open.
- --------------------------------------------------
Step 2: Calculate net investment rate for any day as follows:
  Net Investment Rate
= (EQUALS)
  Gross Investment Rate
  (calculated in Step 1)
- - (MINUS)
  Separate Account charges and any
  income tax charges.
 
Step 3: Determine Purchase Unit Value for that day.
  Purchase Unit Value for that day.
= (EQUALS)
  Purchase Unit Value for immediate
  preceding day.
X (MULTIPLIED BY)
  Net Investment Rate (as calculated
  in Step 2) plus 1.00.
 
   
For more information as to
    
 
   
how PURCHASE UNIT VALUES
    
 
are calculated, see the
Statement of Additional
Information.
 
CHOOSING INVESTMENT OPTIONS
There are 18 investment options offered in Portfolio Director. This includes 2
Fixed Account Options and 16 Variable Account Options. Unless provided
otherwise, you
may select and combine up to 7 of the 18 options. The Funds that underlie the
Variable Account Options are registered as investment companies under and are
subject to regulation of the Investment Company Act of 1940 (the Act). The Fixed
Account Options are not subject to regulation under the Act and are not required
to be registered under the Securities Act of 1933. As a result, the SEC has not
reviewed data in this prospectus that relates to the Fixed Account Options.
However, federal securities law does require such data to be accurate and
complete.
 
   
PURCHASE UNIT -- a
    
 
   
measuring unit used to
    
 
   
calculate your Account Value
    
 
   
during the Purchase Period.
    
 
   
The value of a Purchase Unit
    
 
   
will vary with the investment
    
 
   
experience of the Separate
    
 
   
Account Division you have
    
 
   
selected.
    
 
FIXED ACCOUNT OPTIONS
Each of the Fixed Account Options are part of the Company's general assets. You
may allocate all or a portion of your Purchase Payment to the Fixed Account
Options listed in "Profile of Portfolio Director Contract" appearing in this
prospectus. Purchase Payments you allocate to these Fixed Account Options are
guaranteed to earn at least a minimum rate of interest. Interest is paid on each
of the Fixed Account Options at declared rates, which may be different for each
option. We bear the entire investment risk for the Fixed Account Option. All
Purchase Payments and interest earned on such amounts in your Fixed Account
Option will be paid regardless of the investment results experienced by the
Company's general assets.
- --------------------------------------------------
Here is how you may calculate the value of your Fixed Account Option during the
Purchase Period:
  Value of Your Fixed
  Account Options
= (EQUALS)
  All Purchase Payments made to the
  Fixed Account Options
+ (PLUS)
  Amounts transferred from Variable
  Account Options to the Fixed
  Account Options
+ (PLUS)
  All interest earned
- - (MINUS)
  Amounts transferred or withdrawn
  from Fixed Account Options
  (including applicable fees and
  charges)
 
VARIABLE ACCOUNT OPTIONS
You may allocate all or a portion of your Purchase Payments to the Variable
Account Options listed in this prospectus. A complete discussion of each of the
Variable Account Options may be found in the "Variable Account Options" section
in this prospectus. Based upon a Variable Account Option's Purchase Unit Value
your account will be credited with the applicable number of Purchase Units. The
Purchase Unit Value of each Variable Account Option will change daily depending
upon the investment performance of the underlying fund (which may be positive or
negative) and the deduction of VALIC Separate Account A charges. See the "Fees
and Charges" section in this prospectus. Because Purchase Unit Values change
daily, the number of Purchase Units your account will be credited with for
subsequent Purchase Payments will vary. Each Variable Account Option bears its
own investment risk. Therefore, the value of your account may be worth more or
less at retirement or withdrawal.
- --------------------------------------------------
Here is how to calculate the value of each Variable Account Option in your
account during the Purchase Period:
  Value of Your Variable Account Option
= (EQUALS)
  Total Number of Purchase Units
X (MULTIPLIED BY)
  Current Purchase Unit Value
 
STOPPING PURCHASE PAYMENTS
Purchase Payments may be stopped at any time. Purchase Payments may be resumed
at any time before your Portfolio Director account has been surrendered. While
no Purchase Payments are being made, the number of Purchase Units outstanding
will remain the same. (This is assuming no transfers or withdrawals are made.)
The value of the Purchase Units will continue to vary. Your Account Value will
continue to be subject to charges.
 
If your Account Value falls below $300, and you do not make any Purchase
Payments for two years from the date we established your account, we may close
the account and pay the Account Value (less any surrender charge) to you.
 
                                       20
<PAGE>   26
 
TRANSFERS BETWEEN INVESTMENT OPTIONS
- --------------------------------------------------------------------------------
 
You may transfer all or part of your Account Value between the various Fixed
Account and Variable Account Options in Portfolio Director without a charge.
Transfer instructions may be made either in writing or by telephone as discussed
below. Transfers may be made during the Purchase Period or during the Payout
Period. We reserve the right to limit transfers as discussed below. Your
employer's plan may also limit your rights to transfer.
 
DURING THE PURCHASE PERIOD
During the Purchase Period, transfers may be made between Portfolio Director's
Fixed Account Options and Variable Account Options.
 
We currently permit transfers between Variable Account Options or from Variable
Account Options to Fixed Account Options, at any time. We may, however, limit
the number of transfers you can make.
 
Transfers are also permitted from the Fixed Account Options subject to the
following limitations:
- ---------------------------------------------------
 
<TABLE>
<CAPTION>
    FIXED                                        OTHER
ACCOUNT OPTION      VALUE       FREQUENCY     RESTRICTIONS
- --------------  -------------  -----------    ------------
<S>             <C>            <C>          <C>
Fixed Account
 Plus:          Up to 20% per  At any time  None (1)
                contract year
                    100%       At any time  If Account Value
                                            is
                                            less than or
                                            equal
                                            to $500
Short-Term
 Fixed
 Account:        Up to 100%    At any time  90-day Holding
                                            Period If
                                            transfer was
                                            previously made
                                            into
                                            Short-Term Fixed
                                            Account.(2)
</TABLE>
 
- ---------------
(1) Your employer may further limit or expand the restrictions. We may charge
    for those modified restrictions if specified in your employer's retirement
    plan.
(2) VALIC may change this holding period at any time in the future, but it will
    never be more than 180 days.
 
DURING THE PAYOUT PERIOD
During the Payout Period, transfers may be made between Portfolio Director's
investment options subject to the following limitations:
- ---------------------------------------------------
 
<TABLE>
<CAPTION>
                            % OF ACCOUNT
                  --------------------------------     OTHER
 ACCOUNT OPTION      VALUE          FREQUENCY       RESTRICTIONS
 --------------   -----------  -------------------  ------------
<S>               <C>          <C>                  <C>
Variable:         Up to 100%   Once every 365 days      None
Combination
 Fixed
 and Variable     Up to 100%   Once every 365 days      None
 Payout:          of money in
                   variable
                    option
                    payout
Fixed:                Not              --                --
                   permitted
</TABLE>
 
COMMUNICATING TRANSFER OR
REALLOCATION INSTRUCTIONS
A written instruction to transfer or reallocate all or part of your Account
Value between the various investment options in Portfolio Director, should be
sent to VALIC's Home Office.
Instructions for transfers or reallocations may be made by calling
1-800-621-7792. Telephone transfers will be allowed unless we have been notified
not to accept such telephone instructions. In this event, we must receive
written instructions, in order to permit future telephone transfers to be made.
Before a transfer will be made by telephone, you must give us the requested
identifying information concerning your account(s).
 
Unless we have been instructed not to accept requests for telephone transfers,
anyone may effect a telephone transfer if they furnish the requested
information. You will bear any loss resulting from such instructions, whether
the caller was specifically authorized by you or not.
 
No one that we employ or that represents VALIC may give telephone instructions
on your behalf without VALIC's prior written permission. (This does not apply to
a contract with the immediate family of an employee or representative of VALIC).
 
We will send you a confirmation of the completed transfer within 5 days from the
date of your instruction. When you receive your confirmation, it is your duty to
verify the information shown, and advise us of any errors within one business
day.
 
You will bear the risk of loss arising from instructions received by telephone.
We are not responsible for the authenticity of such instructions. Any telephone
instructions which we reasonably believe to be genuine will be your
responsibility. This includes losses from errors in communication. Telephone
transfer instruction may not be made during the Payout Period. We reserve the
right to stop telephone transfers at any time.
 
EFFECTIVE DATE OF TRANSFER
The effective date of a transfer will be:
 
- - The date of receipt, if received in our Home Office before the close of
  regular trading of the New York Stock Exchange on a day values are calculated;
  (Normally, this will be 4:00 P.M. New York time); otherwise
 
- - The next date values are calculated.
 
                                                  ACCOUNT VALUE -- the total sum
                                                  of your Fixed Account and/or
                                                  Variable Account Options that
                                                  have not yet been applied to
                                                  your Payout Payments.

                                                  PURCHASE PERIOD -- the time
                                                  between your first Purchase
                                                  Payment and your Payout Period
                                                  (or surrender).

                                                  HOME OFFICE -- Our principal
                                                  office at 2929 Allen Parkway,
                                                  Houston, Texas 77019.
 
                                                  PAYOUT PERIOD -- the time that
                                                  starts when you begin to
                                                  withdraw your money in a
                                                  steady stream of payments.

 
                                       21
<PAGE>   27
 
FEES AND CHARGES

- ----------------------------------------------------------------------------
 
By investing in Portfolio Director, you may be subject to six basic types of
fees and charges:
 
- - Account Maintenance Fee
- - Surrender Charges
- - Premium Tax Charge
- - Separate Account Charges
- - Fund Annual Expense Charge
- - Other Tax Charges
 
These fees and charges are explained below. For additional information about
these fees and charges, see the Fee Table in this prospectus.
 
ACCOUNT MAINTENANCE FEE
 
An account maintenance fee of $3.75 will be deducted on the last day of each
calendar quarter if any of your money is invested in the Variable Account
Options. We will sell Purchase Units from your Account to pay the account
maintenance fee. If you invest only in Fixed Account Options during a calendar
quarter, this fee will not apply. If all your money in a Variable Account Option
is withdrawn, or transferred to a Fixed Account Option, the fee will be deducted
at that time. The fee will be assessed equally among the Variable Account
Options that make up your Account Value.

The account maintenance fee is to reimburse the Company for our administrative
expenses for providing Variable Account Options. This includes the expense for
establishing and maintaining the record keeping for the Variable Account
Options. We do not expect that the amount of fees we receive will be greater
than our expenses.

PARTICIPANT YEAR -- the first
twelve month period and
then each yearly anniversary
of that period following the
issue date of the contract or
certificate.

The amount of the account maintenance fee may be reduced or waived if Portfolio
Director is issued to certain types of plans which are expected to result in
lower costs to VALIC. To learn more about how we determine if account
maintenance fees may be reduced or waived, see the "Reduction or Waiver of
Account Maintenance Fee or Surrender Charges" section in this prospectus. If you
have two or more accounts established under the same group contract, we may
agree to deduct an account maintenance fee from only one account.
 
SURRENDER CHARGES
 
When you withdraw money from your account, you may be subject to a surrender
charge. For information about your right to surrender, see "Surrender of Account
Value" in this prospectus.
 
It is assumed that the most recent Purchase Payments are withdrawn first. No
surrender charge will be applied unless an amount is actually withdrawn. We 
consider all Purchase Payments to be withdrawn before
earnings are withdrawn.
 
Amounts exchanged from other contracts issued by the Company may or may not be
subject to a surrender charge. After exchange, it is assumed that any new
Purchase Payments are withdrawn before the exchanged amount. For more
information, see "Exchange Privilege" in the Statement of Additional
Information.
 
AMOUNT OF SURRENDER CHARGES
 
A surrender charge may not be greater than:
 
- - Five percent (5%) of the amount of all Purchase Payments received during the
  past 60 months; or
 
- - Five percent (5%) of the amount withdrawn.
 
10% FREE WITHDRAWAL
 
In any Participant Year, up to 10% of the Account Value may be withdrawn without
a surrender charge. The surrender charge will apply to any amount withdrawn that
exceeds this 10% limit. The percentage withdrawn will be determined by dividing
the amount withdrawn by the Account Value just prior to the withdrawal. If more
than one withdrawal is made during a Participant Year, each percentage will be
added to determine at what point the 10% limit has been reached.
 
These 10% withdrawals without charge do not reduce Purchase Payments for the
purpose of computing the surrender charge. If a surrender charge is applied to
all or part of a Purchase Payment, no surrender charge will be applied to such
Purchase Payment (or portion thereof) again.
 
EXCEPTIONS TO SURRENDER CHARGES
 
No surrender charge will be applied:
 
- - To money applied to provide a Payout Option;
 
- - To death benefits;
 
- - If no Purchase Payments have been received during the 60 months prior to the
  date of surrender;
 
- - If your account has been in effect for 15 years or longer;
 
- - If your account has been in effect for 5 years or longer, and you have
  attained age 59 1/2;
 
- - To "No Charge Systematic Withdrawals";
 
- - Under certain contracts, to withdrawals under the No Charge Minimum
  Distribution provisions;
 
                                       22
<PAGE>   28
 
- --------------------------------------------------------------------------------
 
- - If you have become totally and permanently disabled, defined as follows: You
  are unable, due to mental or physical impairment, to perform the material and
  substantial duties of any occupation for which you are suited by means of
  education, training or experience; the impairment must have been in existence
  for more than 180 days; the impairment must be expected to result in death or
  be long-standing and indefinite and proof of disability must be evidenced by a
  certified copy of a Social Security Administration determination or a doctor's
  verification; and
 
- - If you are at least 55 years old, are no longer employed by the employer that
  established the plan, and your account under the plan was established at least
  5 years prior to the date of surrender.
 
The surrender charges may be reduced or waived if Portfolio Director is issued
to certain types of plans which are expected to result in lower costs to VALIC.
To learn more about how we determine if surrender charges may be reduced or
waived, see the "Reduction or Waiver of Account Maintenance Fee or Surrender
Charges" section in this prospectus.
 
PREMIUM TAX CHARGE
 
Taxes on Purchase Payments are imposed by some states, cities, and towns. The
rate will range from zero to 3%.
 
If the law of a state, city, or town requires premium taxes to be paid when
Purchase Payments are made, we will, of course, comply. Otherwise, such tax will
be deducted from the Payout Value when annuity payments are to begin.
 
If we deduct an amount for premium taxes, but later find the tax was not due, we
will:
 
- - Adjust the amount deducted in error to reflect investment experience from the
  date of the deduction to the date we determined the tax was not due; and
 
- - Apply the excess amount, as adjusted, to increase the number of Pay-in or
  Payout Units.
 
SEPARATE ACCOUNT CHARGES
 
There will be a mortality and expense risk charge applied to VALIC Separate
Account A. This is a daily charge at an annualized rate of 1% to 1.25% on the
average daily net asset value of VALIC Separate Account A. The exact rate
depends on the Variable Account Option selected. This charge is guaranteed and
cannot be increased by the Company. The mortality and expense risk charge is to
compensate the Company for assuming mortality and expense risks under Portfolio
Director. The mortality risk that the Company assumes is the obligation to
provide payments during the Payout Period for your life no matter how long that
might be. In addition, the Company assumes the obligation to pay during the
Purchase Period an interest guaranteed death benefit. For more information about
the interest guaranteed death benefit see the "Death Benefit" section of this
prospectus. The expense risk is our obligation to cover the cost of issuing and
administering Portfolio Director, no matter how large the cost may be.
 
The Company may make a profit on the mortality and expense risk charge. For more
information about the mortality and expense risk charge, see the Fee Table in
this prospectus.
 
FUND ANNUAL EXPENSE CHARGE
 
Investment management charges based on a percentage of each Fund's average daily
net assets are payable by each Fund. Depending on the Variable Account Option
selected, the charges will be paid by each Fund to the Company, or to Dreyfus or
to Templeton. These charges and other Fund charges and expenses are fully
described in the prospectuses for the Funds. These charges indirectly cost you
because they lower your return.
 
OTHER TAX CHARGES
 
We reserve the right to charge for certain taxes (other than premium taxes) that
we may have to pay. This could include federal income taxes. Currently, no such
charges are being made.
 
REDUCTION OR WAIVER OF ACCOUNT
MAINTENANCE FEE OR SURRENDER
CHARGES
 
   
We may, as described below, determine that the account maintenance fee or the
amount of surrender charges for Portfolio Director may be reduced or waived. We
may reduce or waive these fees and charges if we determine that your retirement
program will allow us to reduce or eliminate administrative or sales expenses
that we usually incur for retirement programs. There are a number of factors we
will review in determining whether your retirement program will allow us to
reduce or eliminate these administrative or sales expenses.
    
 
                                       23
<PAGE>   29
 
                    ------------------------------------------------------------
 
To determine whether we can reduce or waive account maintenance fees, we review
the following factors:
 
  - The type of retirement program
 
    Certain types of retirement programs because of their stability can result
    in lower administrative costs.
 
  - The nature of your retirement program.
 
    Certain types of retirement programs, due to the types of employees who
    participate, experience fewer account surrenders thus reducing
    administrative costs.
 
  - The frequency of Purchase Payments for your retirement program
 
    Purchase Payments received no more than once a year can reduce
    administrative costs.
 
  - The administrative tasks performed by your employer for your retirement
    program.
 
  The employer sponsoring your retirement program can, through their method of
  remitting Purchase Payments, reduce administrative costs.
 
  - Other factors of which we are not presently aware which could reduce
    administrative costs.
 
To determine whether we can reduce or waive surrender charges, we review the
following factors:
 
  - The size of your retirement program.
 
    A retirement program which involves a larger group of employees may allow
    us to reduce sales expenses.
 
  - The total amount of Purchase Payments to be received for your retirement
    program.
 
    Larger Purchase Payments can reduce sales expenses.
 
  - The nature of your retirement program.
 
    Certain types of retirement programs, due to the type of employees who
    participate, experience fewer account surrenders thus reducing sales
    expense.
 
  - The type of your retirement program.
 
    Certain types of retirement programs because of their stability can result
    in lower sales expenses.
 
  - The use of mass enrollment or related administrative tasks performed by your
    employer for your retirement program.
 
  - Other factors of which we are not presently aware which could reduce sales
    expenses.
 
   
  We also may reduce or eliminate the amount of the mortality and expense risk
  charge under Portfolio Director or credit additional amounts to the Contract
  representing reductions in this charge. We will only do this if permitted by
  this Contract and by VALIC guidelines in effect at the time. In no event will
  the reduction or waiver of fees be permitted where the reduction or waiver
  will unfairly discriminate against any person.
    
 
                                       24
<PAGE>   30
 
PAYOUT PERIOD
- --------------------------------------------------------------------------------
 
The Payout Period (Annuity Period) begins when you decide to retire or otherwise
withdraw your money in a steady stream of payments. If your employer's plan
permits, you may apply any portion of your Account Value to one of the types of
Payout Options listed below. You may choose to have your Payout Option on either
a fixed, a variable, or a combination payout basis. When you choose to have your
Payout Option on a variable basis, you may keep the same Variable Account
Options in which your Purchase Payments were made, or transfer to different
ones.
 
FIXED PAYOUT
Under Fixed Payout, you will receive payments from the Company. These payments
are fixed and guaranteed by the Company. The amount of these payments will
depend on:
 
  - Type and duration of Payout Option chosen;
 
  - Your age or your age and the age of your survivor (1);
 
  - Your sex or your sex and the sex of your survivor (1) (IRA's and certain
    nonqualified contracts);
 
  - The portion of your Account Value being applied; and
 
  - The payout rate being applied and the frequency of the payments.
 
  (1) This applies only to joint and survivor payouts.
 
If the benefit would be greater, the amount of your payments will be based on
the current payout rate the Company uses for immediate annuity contracts.
 
VARIABLE PAYOUT
With a Variable Payout, you may select up to 7 Variable Account Options. Your
payments will vary accordingly. This is due to the varying investment results
that will be experienced by each of the Variable Account Options you selected.
The Payout Unit Value is calculated just like the Purchase Unit Value for each
Variable Account Option except that the Payout Unit Value includes a factor for
the Assumed Investment Rate you select. For additional information on how Payout
Payments and Payout Unit Values are calculated, see the Statement of Additional
Information.
 
In determining your first Payout Payment, an Assumed Investment Rate of 3 1/2%
is used (unless you select a higher rate.) If the net investment experience of
the Variable Account Option exceeds your Assumed Investment Rate, your next
payment will be greater than your first payment. If the investment
 
experience of the Variable Account Option is lower than your Assumed Investment
Rate, your next payment will be less than your first payment.
 
COMBINATION FIXED AND VARIABLE PAYOUT
With a Combination Fixed and Variable Payout, you may choose:
 
  - Up to 6 Variable Account Options (payments will vary); with a
 
  - Fixed Payout (payment is fixed and guaranteed).
 
PAYOUT DATE
   
The Payout Date is the date elected by you on which your payout (annuity)
payments will start. The date elected must be the first of any month provided 30
days advance notice has been given to VALIC. Your account will be valued ten
days prior to the end of the month preceding the Payout Date. A request to start
payments must be sent to our Home Office on a form approved by VALIC. Generally,
for qualified contracts, the Payout Date may begin when you attain age 59 1/2 or
separate from service, but must begin no later than April 1 following the
calendar year you reach age 70 1/2 or the calendar year in which you retire. For
nonqualified contracts, the Payout Date may begin at any time prior to your 85th
birthday. For additional information on the minimum distribution rules that
apply to payments under 403(b), 401, 403(a) and 457 plans or simplified employee
plans ("SEPs"), see "Federal Tax Matters" in this prospectus and in the
Statement of Additional Information.
    
 
PAYOUT OPTIONS
You may specify the manner in which your Payout Payments are made. You may
select one of the following options:
  - LIFE ONLY -- payments are made only to you during your lifetime. Under this
    option there is no provision for a death benefit for the beneficiary. For
    example, it would be possible under this option for the Annuitant to receive
    only one payout payment if he died prior to the date of the second payment,
    two if he died before the third payment.
   
  - LIFE WITH GUARANTEED PERIOD -- payments are made to you during your
    lifetime; but if you die before the guaranteed period has expired, your
    beneficiary will receive payments for the rest of your guaranteed period.
    
 
                                                 PAYOUT UNIT -- a measuring
                                                 unit used to calculate
                                                 Payout Payments from your
                                                 Variable Account Option.
                                                 Payout Unit values will vary
                                                 with the investment
                                                 experience of the VALIC
                                                 Separate Account A Division
                                                 you have selected.
 
                                                 ASSUMED INVESTMENT
                                                 RATE -- the rate used to
                                                 determine your first monthly
                                                 Payout Payment per thousand
                                                 dollars of Account Value in
                                                 your Variable Account
                                                 Option(s).
 
                                       25
<PAGE>   31
 
- ------------------------------------------------------------
 
  - LIFE WITH CASH OR UNIT REFUND -- payments are made to you during your
    lifetime. Upon your death, your beneficiary will receive a lump sum payment
    equal to the remaining Annuity Value.
  - JOINT AND SURVIVOR LIFE -- payments are made to you during the joint
    lifetime of you and your beneficiary. Upon the death of one, payments
    continue during the lifetime of the survivor. This option is designed
    primarily for couples who require maximum possible variable payouts during
    their joint lives and are not concerned with providing for beneficiaries at
    death of the last survivor. For example, 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 dies prior to the date of the
    third payment.
 
  - PAYMENT FOR A DESIGNATED PERIOD -- payments are made to you for a select
    number of years between five and thirty. Upon your death, payments will
    continue to your beneficiary until the designated period is completed.
 
For more information about
PAYOUT OPTIONS OR
ENHANCEMENTS
of those Payout Options
available under the Contract,
see the "Statement of
Additional Information".
 
ENHANCEMENTS TO PAYOUT OPTIONS
You may be able to select enhancements to the Payout Options described above.
These enhancements include partial annuitization, flexible payments of varying
amounts and inflation protection payments. Additionally, certain options may be
available with a one to twenty year guaranteed period. Additionally, certain
options may be available with a one to twenty year guaranteed period. The Joint
and Survivor Life Option may be available with a one to twenty year guaranteed
period option. Not all of the enhancements are available under each option.
 
PAYOUT INFORMATION
Once your Payout Payments have begun, the option you have chosen may not be
stopped or changed. Any one of the Variable Account Options may result in your
receiving unequal payments during your life expectancy. If payments begin before
age 59 1/2, you may suffer unfavorable tax consequences if you do not meet an
exception to federal tax law. See "Federal Tax Matters" in this prospectus.
 
Your Payment Option should be selected at least 30 days before your Payout Date.
If such selection is not made:
 
  - payments will be made under the Life with Guaranteed Period Option, and
 
  - the payments will be guaranteed for a 10 year period, and
 
  - the payments will be based on the allocation used for your Purchase Payments
 
  - Fixed Account Option will be used to distribute payments to you on a Fixed
    Payout basis
 
  - Variable Account Options will be used to distribute payments to you on a
    Variable Payout basis.
 
Your first Payout Payment must total at least $25.
 
Most Payout Payments are made monthly. If the amount of your payment is less
than $25, we reserve the right to reduce the number of payments made each year
so each of your payments are at least $25.
 
                                       26
<PAGE>   32
 
SURRENDER OF ACCOUNT VALUE
- --------------------------------------------------------------------------------
 
WHEN SURRENDERS ARE ALLOWED. You may withdraw all or part of your Account Value
at any time before the Payout Period begins if:
 
  - allowed under federal and state law; and
 
  - allowed under your employer's plan.
 
For an explanation of charges that may apply if you surrender your Account
Value, see "Fees and Charges" in this prospectus.
 
AMOUNT THAT MAY BE SURRENDERED. The amount that may be surrendered at any time
can be determined as follows:
- --------------------------------------------------

                                               Your
                                              Account
       Allowed                               Value(1)
      Surrender           = (EQUALS)         - (MINUS)
        Value                             Any Applicable
                                             Surrender
                                              Charge
 
  1: Equals the Account Value next computed after your properly completed
     request for surrender is received in our Home Office.
 
There is no guarantee that the Surrender Value in a Variable Account Option will
ever equal or exceed the total amount of your Purchase Payments received by us.
 
We will mail to you the Surrender Value within 7 calendar days after we receive
your properly completed surrender request at our Home Office. However, we may be
required to suspend or postpone payments if redemption of an underlying Fund's
shares have been suspended or postponed. See "Offering, Purchase and Redemption
of Fund Shares" in the Series Company Statement of Additional Information. See
your current Fund(s)' prospectuses for a discussion of the reasons why the
redemption of shares may be suspended or postponed.
 
We may receive a surrender for a Purchase Payment which has not cleared the
banking system. We may delay payment of that portion of your Surrender Value
until the check clears. The rest of the Surrender Value will be processed as
usual.
 
SURRENDER RESTRICTIONS
Under the TEXAS STATE OPTIONAL RETIREMENT PROGRAM, and in many Section 403(b)
contracts, no surrender or partial surrender will be allowed except for
termination of employment, retirement or death.
 
Under the FLORIDA STATE OPTIONAL RETIREMENT PROGRAM, no surrender or partial
surrender of Purchase Payments made by the employer will be allowed except for
termination of employment, retirement or death. Benefit payments based on
payments from the employer may not be paid in a lump sum or for a period
certain, but must be paid under a life contingency option, except for:
 
  - death benefits; and
 
  - certain small amounts approved by the State of Florida.
 
PARTIAL SURRENDERS
   
You may request a partial surrender of your Account Value at any time. A partial
surrender plus any surrender charge will reduce your Account Value. Partial
surrenders will be paid from the Fixed Account Option first unless otherwise
specified by you.
    
 
The reduction in the number of Purchase Units credited to your Variable Account
Option Account Value will equal:
- --------------------------------------------------
 
     The amount                            Your Purchase
     surrendered                            Units next
  from the Variable                       computed after
   Account Option                           the written
      + (PLUS)          / (DIVIDED BY)      request for
    Any Surrender                          surrender is
       Charge                             received at our
                                           Home Office.
 
The Surrender Value will be reduced by a full quarterly account maintenance fee
charged in the case of a full surrender during a quarter.
 
SYSTEMATIC WITHDRAWALS. You may elect to withdraw all or part of your Account
Value under a systematic withdrawal method described in your annuity contract
offered by Portfolio Director. There will be no surrender charge for withdrawals
using this method, which provides for:
 
  - Payments to be made to you
 
  - Payment over a stated period of time (but not less than five years);
 
  - Payment of a stated yearly dollar amount or percentage (the amount or
    percentage may not exceed 20% of your Account Value at the time election is
    made);
 
We may require a minimum withdrawal amount under this method. The portion of
your account that has not been withdrawn will continue to receive the investment
return of the Variable Account Options which you selected. A systematic
withdrawal election may not be changed but can be revoked at no charge. Once
revoked, a systematic withdrawal may not be elected again. No more than one
systematic withdrawal election may be in effect at any one time. We reserve the
right to discontinue any or all systematic withdrawals or to change its terms,
at any time.
 
                                       27
<PAGE>   33
 
- ------------------------------------------------------------
 
DISTRIBUTIONS REQUIRED BY FEDERAL TAX LAW. There will be no surrender charge on
a minimum distribution required by federal tax law (known as No Charge Minimum
Distribution), if the withdrawal:
 
  - Is made payable to you; and
 
  - Does not exceed the amount required under federal tax law as determined by
    the values in your Portfolio Director Contract and VALIC.
 
This contract feature will not be available in any year that an amount has been
withdrawn under the no charge systematic withdrawal method. See "Federal Tax
Matters" in this prospectus and in the Statement of Additional Information for
more information about required distributions imposed by tax law.
 
For an explanation of possible adverse tax consequences of a surrender, see
"Federal Tax Matters" in this prospectus.
 
                                       28
<PAGE>   34
 
EXCHANGE PRIVILEGE
- --------------------------------------------------------------------------------
 
We issue other fixed and/or variable annuity contracts (other contracts) in
addition to Portfolio Director. These other contracts are listed below. We will
allow you, under certain conditions, to exchange from one of these other
contracts to Portfolio Director. This exchange privilege will be available only
to other contracts for which we have not yet started making payments under a
Payout Option. If you elect to exercise one of these exchange offers, you should
contact any of our Regional Offices at the addresses shown in the back of this
prospectus.
 
RESTRICTIONS ON EXCHANGE PRIVILEGE
 
We will impose certain general restrictions and rules on the exchange
privileges.
 
  - Partial exchanges are not permitted.
 
  - Exchanges from Portfolio Director to other contract forms are not permitted.
 
  - This exchange privilege is only available for those other contracts listed
    below.
 
Additionally, if you have your money in a fixed account of one of the below
listed other contracts, you must exchange directly into the Fixed Account
Options of Portfolio Director. You will be subject to all of the rules that
apply to the Fixed Account Options in Portfolio Director. For example, you will
be subject to the rules concerning transfers among investment options as stated
in the Transfers Between Investment Options section in this prospectus. We may,
at our option, waive any transfer restrictions for a stated period of time. If
we waive these transfer restrictions, you will be allowed to exchange to any
investment option available in Portfolio Director.
 
WE RESERVE THE RIGHT TO TERMINATE, MODIFY OR SUSPEND THESE EXCHANGE PRIVILEGES
AT ANY TIME.
 
TAXES AND CONVERSION COSTS
 
We will impose no fee or charge for these exchanges. Please read the "Federal
Tax Matters" section in this prospectus for information about the federal income
tax treatment of Portfolio Director.
 
SURRENDER CHARGES
 
We will generally not impose nor waive existing surrender charges as a result of
your electing to exchange from one of the other contracts.
 
For purposes of determining surrender charges, we often consider time in the
contract. For SPQ181 and SPQ181-1 Contracts, the contract date for determining
surrender charges under Portfolio Director will be the SPQ181 and SPQ181-1
contract date plus one year. For example, if you have an SPQ181 contract with a
contract date of January 1, 1993, upon exchange into Portfolio Director, the
contract date for surrender charges purposes becomes January 1, 1994.
 
For any other contract, the contract date for determining surrender charges
under Portfolio Director will be the same date as the other contract, but no
earlier than January 1, 1982. (The effect of this is to potentially shorten the
charge period for Purchase Payments subsequently made to Portfolio Director.)
 
If there is no surrender charge on assets within another contract, we will not
impose charges on those assets as a result of an exchange. If surrender charges
are to be based on Purchase Payments within a contract, we will consider
purchase payments in the other contract to have been transferred to Portfolio
Director for purposes of calculating the surrender charge. The effective dates
of these Purchase Payments will also be retained for surrender charge purposes.
 
EXCHANGE OFFERS
 
The following other contracts may be exchanged.
 
  - V-Plan Contracts (IFA-582 and GFA-582 Contracts)
 
  - Compounder Contracts (C-1-75 and IFA-78 Contracts)
 
  - Independence Plus Contracts (UIT-585 and UITG-585 Contracts)
 
  - Impact Contracts (UIT-981 Contracts)
 
  - SA-1 or SA-2 (GUP-64, GUP-74 and GTS-VA Contracts)
 
  - FSPA-75, FSPA-73-3, FSPA-779 Contracts
 
  - SPQ181, SPQ181-1 Contracts
 
  - CTA 978 Contract
 
  - TFA-379 Contract
 
  - SDA-578, SDA-773-T Contract
 
  - IRA-579 Contracts
 
Portfolio Director will have the same Account Value (called Accumulation Value
in the other contracts) as the other contracts.
 
COMPARISON OF CONTRACTS
 
You should carefully compare the features, charges and restrictions of the other
contracts to those of Portfolio Director. A more detailed comparison of the
features, charges, and restriction between each above listed other
 
                                       29
<PAGE>   35
 
- ------------------------------------------------------------
 
contract and Portfolio Director is provided in the Statement of Additional
Information.
 
For the V-Plan and Compounder Contract you should refer to the terms of the
contract or certificate. For the other contracts please refer to its most
recently dated prospectus for a complete description of the contract terms and
conditions. Those prospectuses are incorporated herein by reference. If you want
an additional copy of any of these prospectuses or Statements of Additional
Information, please contact us at the address shown in the introduction of the
prospectus.
 
FEATURES OF PORTFOLIO DIRECTOR
 
In deciding whether you want to exercise this exchange privilege, you should
consider the following features of Portfolio Director.
 
  - Portfolio Director has more investment options to select from.
 
  - The Portfolio Director surrender charge is calculated assuming the most
    recent Purchase Payments are removed first. This policy may cause exchanged
    funds to be accessible only after charges are imposed.
 
  - Portfolio Director has an Interest Guaranteed Death Benefit.
 
  - Portfolio Director's Fund fees and charges are different than the other
    contracts and in some cases may be higher.
 
  - Portfolio Director's guaranteed annuity rates and guaranteed interest rates
    may be less favorable than the other contracts.
 
AGENTS' AND MANAGERS' RETIREMENT PLAN
EXCHANGE OFFER
 
General. All eligible agents and managers of the Company are allowed to
participate in the Company's Agents' and Managers' Retirement Plan ("Plan"). We
grant to participants in the Plan the right to effect a voluntary exchange of
their units of interest under the SA-1 Contracts or Independence Plus Contracts
for the equivalent units of interest in Portfolio Director.
 
Agents and managers of VALIC who enter into the voluntary exchange will not
incur under Portfolio Director any surrender charges or account maintenance
fees. Other individuals who may exchange to Portfolio Director from SA-1 or
Independence Plus Contracts may have surrender charges and account maintenance
fees imposed under Portfolio Director. All other provisions with regard to
exchange offers referenced in the section entitled "Exchange Offers" will apply
to the Agents' and Managers' Retirement Plan Exchange Offer.
 
Pursuant to this voluntary exchange offer, participants in the Plan will have
three options to choose from. As to the funding vehicle for their purchase
payment plan, the participant may choose to:
 
  - Remain in the SA-1 Contract or Independence Plus Contract.
 
  - Leave current assets in the SA-1 Contract or Independence Plus Contract and
    direct future Purchase Payments to the Portfolio Director; or
 
  - Transfer all current assets and future Purchase Payments to the Portfolio
    Director.
 
If the participant chooses to remain in either the SA-1 Contract or Independence
Plus Contract, future Purchase Payments and current assets will be controlled by
the provisions of the SA-1 Contract or Independence Plus Contract, respectively.
If the participant chooses to leave current assets in the SA-1 Contract or the
Independence Plus Contract and direct future Purchase Payments to Portfolio
Director, the current assets will be controlled by the provisions of the SA-1
Contract or the Independence Plus Contract, respectively. The future Purchase
Payments will be controlled by the terms of Portfolio Director subject to the
exception that surrender charges and account maintenance fees will not be
imposed under Portfolio Director. If the participant chooses to transfer all
current assets and future Purchase Payments to Portfolio Director, such current
assets and future Purchase Payments will be controlled by the provisions of
Portfolio Director subject to the exception that surrender charges and account
maintenance fees will not be imposed under Portfolio Director.
 
Once a participant transfers assets and future Purchase Payments to Portfolio
Director the participant will not be permitted to exchange back to the SA-1
Contract or Independence Plus Contract. If a participant chooses to transfer
future Purchase Payments but not current assets to Portfolio Director, the
participant will be allowed at a later date to transfer the current assets to
Portfolio Director. For a complete analysis of the differences between the SA-1
contract or the Independence Plus Contract and Portfolio Director, you should
refer to the Statement of Additional Information and the form of the contract or
certificate for its terms and conditions.
 
                                       30
<PAGE>   36
 
DEATH BENEFITS
- --------------------------------------------------------------------------------
 
Portfolio Director will pay death benefits during either the Purchase Period or
the Payout Period. How these death benefits will be paid are discussed below.
The death benefit provisions in Portfolio Director may vary from state to state.
 
BENEFICIARY INFORMATION
 
The Beneficiary may receive death benefits:
 
- - In a lump sum; or
 
- - In the form of an annuity under any of the Payout Options stated in the Payout
  Period section of this prospectus subject to the restrictions of that Payout
  Option.
 
Payment of any death benefits must be within the time limits set by federal tax
law.
 
Beneficiaries Other Than Spouses.
 
If the Beneficiary is not the spouse of the Annuitant, death benefits must be
paid.
 
- - In full within 5 years after the Annuitant's death; or
 
- - By payments beginning within 1 year after the Annuitant's death under:
 
  - A life annuity;
 
  - A life annuity with payments certain; or
 
  - An annuity for a designated period.
 
If the Annuitant dies before the Annuity Date, the Beneficiary as named by you
may receive the payout.
 
Payments certain or payments for a designated period cannot be for a greater
period of time than the Beneficiary's life expectancy. After choosing a payment
option, a Beneficiary may exercise many of the investment options and other
rights that the Participant or Contract Owner had under Portfolio Director.
 
SPECIAL INFORMATION FOR INDIVIDUAL
NON-TAX QUALIFIED CONTRACTS
 
It is possible that the Contract Owner and the Annuitant under a Non-Tax
Qualified Contract are not the same person. If this is the case, and the
Contract Owner dies, there will be no death benefit payable since the death
benefit is only due in the event of the Annuitant's death. However, the Contract
will be transferred to the Contingent Owner, if any, or to the Contract Owner's
estate. Such transfers will be considered a taxable event by the IRS.

DURING THE PURCHASE PERIOD

Two types of benefits are available if death occurs during the Purchase Period.
Interest Guaranteed Death Benefit and Standard Death Benefit.

INTEREST GUARANTEED DEATH BENEFIT

The interest guaranteed death benefit is payable when death occurs prior to your
reaching the age of 70. This contract provision is not available in some states.
The amount payable under the interest guaranteed death benefit will be at least
equal to the sum of your Account Value in the Fixed Account Option(s) and the
Variable Account Option(s) on the date VALIC receives proof of death.
Here is how to calculate the death benefit:
- --------------------------------------------------
Step 1: Determine your Fixed Account Option Value by taking the greater of:
 
 Value of Fixed Account Option on date
 proof of death Is received by VALIC

 OR

 100% of Purchase Payments placed
 in Fixed Account Option

- -(MINUS)

 Amount of all prior withdrawals, charges and
 any portion of Account Value applied under
 a Payout Option
 
- --------------------------------------------------
Step 2: Determine your Variable Account Option Value by taking the greater of:
 
 Value of Variable Account Option on date
 proof of death is received by VALIC

 OR

 100% of Purchase Payments placed in
 Variable Account Options

- -(MINUS)

 Prior withdrawals (out of) or transfers
 (out of) the Variable Account Option

+(PLUS)

 Interest at an annual rate of 3%
 
- --------------------------------------------------
Step 3: Add step 1 + 2 = Death Benefit
 
For purposes of this calculation amounts transferred into the Variable Account
Option will be treated as Purchase Payments.
 
                                                  BENEFICIARY -- the person
                                                  designated to receive Payout
                                                  Payments upon the death of an
                                                  Annuitant.

                                                  ANNUITANT -- the individual,
                                                  (in most cases this person is
                                                  you) to whom Payout Payments
                                                  will be paid.

                                                  CONTRACT OWNER -- either your
                                                  employer or organization in
                                                  the case of a group contract
                                                  or the Annuitant in the case
                                                  of an individual contract. If
                                                  the contract is an individual
                                                  non-qualified type, this is
                                                  generally the Annuitant but a
                                                  Contingent Contract Owner may
                                                  also be provided for.

                                                  FIXED ACCOUNT OPTIONS -- a
                                                  particular subaccount into
                                                  which your Purchase Payments
                                                  and Account Value may be
                                                  allocated to fixed investment
                                                  options. Currently, the Fixed
                                                  Account Options in Portfolio
                                                  Director are Fixed Account
                                                  Plus and Short-Term Fixed
                                                  Account. Each option of this
                                                  type is guaranteed to earn at
                                                  least a minimum rate of
                                                  interest.
 
                                                  VARIABLE ACCOUNT OPTIONS --
                                                  Investment Options that
                                                  correspond to VALIC Separate
                                                  Account A Divisions offered by
                                                  Portfolio Director. Investment
                                                  returns on Variable Account
                                                  Options will be positive or
                                                  negative depending on the
                                                  investment performance of the
                                                  underlying mutual fund.
 
                                       31
<PAGE>   37
 
- ------------------------------------------------------------
 
STANDARD DEATH BENEFIT
 
The standard death benefit is payable if death occurs on or after age 70.
 
The Standard Death Benefit will be the greater of:
- --------------------------------------------------
 
 Your Account Value on the Date Proof of Death is
 Received by VALIC

  OR

 100% of Purchase Payments (to Fixed
 and/or Variable Account Options)

- -- (MINUS)

 Amount of all Prior Withdrawals, Charges
 and any portion of Account Value applied
 under a Payout Option
 
DURING THE PAYOUT PERIOD
 
If death occurs during the Payout Period, your Beneficiary may receive a death
benefit depending on the Payout Option selected. The amount of death benefits
will also depend on the Payout Option that you selected. The Payout Options
available in Portfolio Director are described in the "Payout Period" section of
this prospectus.
 
  - If the Life Only Option or Joint and Survivor Life Option were chosen, there
    will be no death benefit.
 
  - If the Life With Guaranteed Period Option, Joint and Survivor Life with
    Guaranteed Periods Option, Life with Cash or Unit Refund Option or Payment
    for a Designated Period Option were chosen, and the entire amount guaranteed
    has not been paid, the Beneficiary may choose one of the following within 60
    days after death benefits are payable:
 
     - Receive the present value of any remaining payments in a lump sum; or
 
     - Receive the remaining payments under the same terms of the guaranteed
       period option chosen by the deceased Participant; or
 
     - Receive the present value of any remaining payments applied under the
       Payment for a Designated Period Option for a period equal to or shorter
       than the period remaining. Spouse beneficiaries may be entitled to more
       favorable treatment under federal tax law.
 
Under federal tax laws if the Life with Guaranteed Periods Option is chosen on a
variable basis, it may be treated in the same manner as a surrender of your
Portfolio Director account. If your account is surrendered the full amount your
Beneficiary receives will normally be treated as income for that year. This
amount generally will also be taxed at rates used for ordinary income.
 
                                       32
<PAGE>   38
 
HOW TO REVIEW INVESTMENT PERFORMANCE
OF SEPARATE ACCOUNT DIVISIONS
- --------------------------------------------------------------------------------
 
We will advertise information about the investment performance of VALIC Separate
Account A Divisions. Our advertising of past investment performance results does
not mean that future performance will be the same. The performance information
will not predict what your actual investment experience will be in that Division
or show past performance under an actual contract. We may also show how the
Divisions rank on the basis of data compiled by independent ranking services.
 
Some of the Divisions (and underlying Funds) offered in this prospectus were
previously available through other annuity contracts before Portfolio Director
was first available to you. We may therefore, advertise investment performance
since the inception of the underlying Funds. However, in doing so, we will use
the charges and fees imposed by Portfolio Director in calculating the Division's
investment performance for earlier time frames.
 
TYPES OF INVESTMENT
PERFORMANCE INFORMATION
ADVERTISED
 
We may advertise the Division's Total Return Performance information and Yield
Performance information.
 
TOTAL RETURN PERFORMANCE
INFORMATION
 
Total Return Performance Information is based on the overall dollar or
percentage change in value of an assumed investment in a Division over a given
period of time.
 
There are seven ways Total Return Performance Information may be advertised:
 
  - Standard Average Annual Total Return
 
  - Nonstandard Average Annual Total Return
  - Cumulative Total Return
  - Annual Change in Purchase Unit Value
  - Cumulative Change in Purchase Unit Value
  - Total Return Based on Different Investment Amounts
 
  - An Assumed Account Value of $10,000
 
Each of these is described below.
 
STANDARD AVERAGE ANNUAL TOTAL RETURN
 
Standard Average Annual Total Return shows the average percentage change in the
value of an investment in the Division from the beginning to the end of a given
historical period. The results shown are after all charges and fees have been
applied against the
 
Division. This will include account maintenance fees and surrender charges that
would have been deducted if you surrendered Portfolio Director at the end of
each period shown. Premium taxes are not deducted. This information is
calculated for each Division based on how an initial assumed payment of $1,000
performed at the end of 1, 3, 5 and 10 year periods.
 
The return for periods of more than one year are 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.
 
NONSTANDARD AVERAGE ANNUAL TOTAL RETURN
 
Nonstandard Average Annual Total Return is calculated in the same manner as the
Standard Average Annual Total Return. However, Nonstandard Average Annual Total
Return shows only the historic investment results of the Division. Account
maintenance fees, surrender charges and premium taxes are not deducted.
 
CUMULATIVE TOTAL RETURN
 
Cumulative Total Return assumes the investment in Portfolio Director will stay
in the Division beyond the time that a surrender charge would apply. It may be
calculated for 1, 3, 5 and 10 year periods. It is based on an assumed initial
investment of $10,000. The Cumulative Return will be calculated without
deduction of account maintenance fees, surrender charges or premium taxes.
ANNUAL CHANGE IN PURCHASE UNIT VALUE
Annual Change in Purchase Unit Value is a percentage change during a one year
period. This is calculated as follows:
 
  - The Purchase Unit Value at the start of the year is subtracted from the
    Purchase Unit Value at the end of the year;
 
  - The difference is divided by the Purchase Unit Value at the start of the
    year.
 
Account maintenance fees, surrender charges and premium taxes are not deducted.
The effect of these charges, if deducted, would reduce the Division's Annual
Change in Purchase Unit Value.
 
                                                DIVISIONS -- Subaccounts of
                                                VALIC Separate Account A
                                                which represent the Variable
                                                Account Options in Portfolio
                                                Director. Each Division
                                                invests in a different
                                                mutual fund, each having its
                                                own investment objective and
                                                strategy.

                                                PURCHASE PAYMENTS -- an
                                                amount of money you pay to
                                                VALIC to receive the
                                                benefits of an annuity
                                                Contract offered by
                                                Portfolio Director.
 
                                                For more information on how
                                                TOTAL RETURN PERFORMANCE
                                                INFORMATION is calculated
                                                and tables showing
                                                historical performance
                                                information, see the
                                                Statement of Additional
                                                Information.
 
                                       33
<PAGE>   39
 
- ------------------------------------------------------------
 
CUMULATIVE CHANGE IN PURCHASE UNIT VALUE
 
Cumulative Change in Purchase Unit Value is a percentage change from the
beginning to the ending of a period usually greater than one year. Otherwise, it
is calculated in the same way as the Annual Change in Purchase Unit Value.
 
TOTAL RETURN BASED ON DIFFERENT
INVESTMENT AMOUNTS
 
We may show total return information based on different investment amounts. For
example, we may show $200 a month for 10 years, or $100 a month to age 65. Fees
may or may not be included. Each performance illustration will explain the
Portfolio Director charges and fees imposed on the Division.
 
AN ASSUMED ACCOUNT VALUE OF $10,000
 
We may show annual changes in the Purchase Unit Value based on an initial
investment of $10,000. This will not reflect any deduction for account
maintenance fees, surrender charges and premium taxes.
 
YIELD PERFORMANCE INFORMATION
 
We may advertise Yield Performance, at a given point in time. A Division's yield
is one way of showing the rate of income the Division is earning as a percentage
of the Division's Purchase Unit Value.
 
MONEY MARKET DIVISION
 
We may advertise the Money Market Division's Current Yield and Effective Yield.
 
   
The Current Yield refers to the income produced by an investment in the Money
Market Division over a given 7-day period. The Current Yield does not take into
account surrender charges, account maintenance fees or premium taxes. The income
produced over a 7 day period is then "annualized." This means we are assuming
the amount of income produced during the 7-day period will continue to be
produced each week for an entire year. The annualized amount is shown as a
percentage of the investment. The 7-day Current Yield for the last 7 days ended
December 31, 1996 was 3.92%.
    
 
   
The Effective Yield is calculated in a manner similar to the Current Yield. But,
when the yield is annualized the income earned is assumed to be reinvested. The
compounding effect will cause the Effective Yield to be higher than the Current
Yield. The 7-day Effective Yield for the last 7 days ended December 31, 1996 was
3.99%.
    
 
DIVISIONS OTHER THAN THE MONEY MARKET DIVISION
 
We may advertise the standardized yield performance for each Division other than
the Money Market Division. The yield for each of these Divisions will be
determined as follows:
 
  - We will subtract the account maintenance fee from the average daily net
    investment income per Purchase Unit;
 
  - We will divide the remainder by the Purchase Unit Value on the last day of
    the period; and
  - We will annualize the result.
 
   
PERFORMANCE INFORMATION
    
 
   
AVERAGE ANNUAL TOTAL RETURN, CUMULATIVE RETURN AND ANNUAL AND CUMULATIVE CHANGE
IN PURCHASE UNIT VALUE TABLES.
    
 
   
In the sections above we have described a number of ways we may advertise
information about the investment performance of VALIC Separate Account A
Divisions. Certain performance information for each VALIC Separate A Account
Division is printed in the four tables below.
    
 
   
The information presented does not reflect the advantage under Portfolio
Director of deferring federal income tax on increases in Account Value due to
earnings attributable to Purchase Payments (see "Federal Tax Matters" in the
prospectus and in the Statement of Additional Information.) The information
presented also does not reflect the advantage under Qualified Contracts of
deferring federal income tax on Purchase Payments.
    
 
   
The performance results shown in the following tables are not an estimate or
guarantee of future investment performance, and do not represent the actual
experience of amounts invested by a particular Participant.
    
 
                                       34
<PAGE>   40
 
                                                                         TABLE I
 
                          AVERAGE ANNUAL TOTAL RETURN
   
           WITH SURRENDER CHARGE AND ACCOUNT MAINTENANCE FEE IMPOSED
    
   
                        (PERIOD ENDED DECEMBER 31, 1996)
    
 
   
<TABLE>
<CAPTION>
                                                                SINCE
                 DIVISION                    INCEPTION DATE   INCEPTION    10 YEARS    5 YEARS     3 YEARS     1 YEAR
                 --------                    --------------   ---------    --------    -------     -------     ------
<S>                                          <C>              <C>          <C>         <C>         <C>        <C>
Stock Index Fund (Division 10).............     04/20/87          11.29%         --       12.85%      16.75%     16.42%
MidCap Index Fund (Division 4)
  Period from 10/13/82 to 12/31/96.........     10/13/82           8.59        9.11%      11.20       11.69      12.51
  Period from 10/01/91 to 12/31/96.........                       13.60          --       11.20       11.69      12.51
Small Cap Index Fund (Division 14).........     05/01/92          12.39          --          --       10.33      10.47
International Equities Fund (Division
  11)......................................     10/02/89           2.72          --        5.51        5.83       0.90
Templeton International Fund (Division
  20)......................................     05/01/92          13.03          --          --        9.06      17.40
Dreyfus Small Cap Portfolio (Division
  18)......................................     08/31/90          46.85          --       34.03       14.69      10.04
Growth Fund (Division 15)..................     04/29/94          21.42          --          --          --      13.08
Growth & Income Fund (Division 16).........     04/29/94          17.23          --          --          --      16.99
Capital Conservation Fund (Division 7).....     01/16/86           5.53        5.57        5.02        2.15      -3.87
Government Securities Fund (Division 8)....     01/16/86           5.48        5.53        4.30        1.83      -3.72
International Government Bond Fund
  (Division 13)............................     10/01/91           9.00          --        6.84        6.35      -1.37
Social Awareness Fund (Division 12)........     10/02/89          11.86          --       11.72       16.77      17.65
Science & Technology Fund (Division 17)....     04/29/94          34.25          --          --          --       7.59
Money Market Fund (Division 6).............     01/16/86           4.31        4.31        1.99        2.05      -0.79
Timed Opportunity Fund (Division 5)........     09/06/83           7.50        8.13        6.24        8.38       4.95
Templeton Asset Allocation Fund (Division
  19)......................................     08/24/88          10.79          --       11.82        9.30      12.30
</TABLE>
    
 
   
The MidCap Index Division was formerly the Capital Accumulation Division.
Effective October 1, 1991, the Fund underlying this Division changed its name
from the Capital Accumulation Fund to the MidCap Index Fund and amended its
investment objective, investment program and investment restrictions
accordingly. Historical data prior to October 1, 1991 reflect investment
experience prior to these changes. Selected purchase unit data for the last ten
years for this Division appears on page 10 of the prospectus. Performance
information for the Dreyfus Small Cap Division, Templeton Asset Allocation
Division, and Templeton International Division was calculated on a pro forma
basis, using the inception dates of the underlying Funds, and applying current
contract charges.
    
 
                                       35
<PAGE>   41
 
                                                                        TABLE II
                          AVERAGE ANNUAL TOTAL RETURN
   
          WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED
    
   
                        (PERIOD ENDED DECEMBER 31, 1996)
    
 
   
<TABLE>
<CAPTION>
                                                                    SINCE
                   DIVISION                     INCEPTION DATE    INCEPTION     10 YEARS    5 YEARS     3 YEARS      1 YEAR
                   --------                     --------------    ---------     --------    -------     -------      ------
<S>                                             <C>               <C>           <C>         <C>         <C>         <C>
Stock Index Fund (Division 10)................     04/20/87         11.44%         --        13.60%      18.10%      21.53%
MidCap Index Fund (Division 4)
  Period from 10/13/82 to 12/31/96............     10/13/82          8.73        9.25%       11.99       13.14       17.61
  Period from 10/01/91 to 12/31/96............                      13.74          --        11.99       13.14       17.61
Small Cap Index Fund (Division 14)............     05/01/92         13.23          --           --       11.81       15.57
International Equities Fund (Division 11).....     10/02/89          2.85          --         6.44        7.43        5.75
Templeton International Fund (Division 20)....     05/01/92         13.85          --           --       10.57       22.50
Dreyfus Small Cap Portfolio (Division 18).....     08/31/90         47.04          --        34.51       16.08       15.14
Growth Fund (Division 15).....................     04/29/94         22.91          --           --          --       18.18
Growth & Income Fund (Division 16)............     04/29/94         18.80          --           --          --       22.10
Capital Conservation Fund (Division 7)........     01/16/86          5.67        5.71         5.96        3.85        0.75
Government Securities Fund (Division 8).......     01/16/86          5.62        5.67         5.26        3.53        0.90
International Government Bond Fund (Division
  13).........................................     10/01/91          9.13          --         7.73        7.93        3.36
Social Awareness Fund (Division 12)...........     10/02/89         12.00          --        12.49       18.12       22.75
Science & Technology Fund (Division 17).......     04/29/94         35.55          --           --          --       12.68
Money Market Fund (Division 6)................     01/16/86          4.44        4.44         3.02        3.75        3.97
Timed Opportunity Fund (Division 5)...........     09/06/83          7.64        8.26         7.14        9.91        9.99
Templeton Asset Allocation Fund (Division
  19).........................................     08/24/88         10.94          --        12.59       10.81       17.40
</TABLE>
    
 
                                                                       TABLE III
                               CUMULATIVE RETURN
   
                        (PERIOD ENDED DECEMBER 31, 1996)
    
 
   
<TABLE>
<CAPTION>
                                                                   SINCE
                   DIVISION                     INCEPTION DATE   INCEPTION   10 YEARS   5 YEARS     3 YEARS      1 YEAR
                   --------                     --------------   ---------   --------   -------     -------      ------
<S>                                             <C>              <C>         <C>        <C>         <C>         <C>
Stock Index Fund (Division 10)................     04/20/87       184.84%        --      89.18%      64.71%      21.53%
MidCap Index Fund (Division 4)
  Period from 10/13/82 through 12/31/96.......     10/13/82       227.26     142.14%     76.13       44.84       17.61
  Period from 10/01/91 through 12/31/96.......                     96.61         --      76.13       44.84       17.61
Small Cap Index Fund (Division 14)............     05/01/92        78.54         --         --       39.79       15.57
International Equities Fund (Division 11).....     10/02/89        22.29         --      36.60       23.98        5.75
Templeton International Fund (Division 20)....     05/01/92        83.17         --         --       35.19       22.50
Dreyfus Small Cap Portfolio (Division 18).....     08/31/90      1049.38         --     340.28       56.43       15.14
Growth Fund (Division 15).....................     04/29/94        73.33         --         --          --       18.18
Growth & Income Fund (Division 16)............     04/29/94        58.31         --         --          --       22.10
Capital Conservation Fund (Division 7)........     01/16/86        82.55      74.24      33.55       11.99        0.75
Government Securities Fund (Division 8).......     01/16/86        81.57      73.57      29.21       10.97        0.90
International Government Bond Fund (Division
  13).........................................     10/01/91        58.22         --      45.09       25.74        3.36
Social Awareness Fund (Division 12)...........     10/02/89       125.27         --      80.12       64.79       22.75
Science & Technology Fund (Division 17).......     04/29/94       125.05         --         --          --       12.68
Money Market Fund (Division 6)................     01/16/86        60.72      54.47      16.05       11.66        3.97
Timed Opportunity Fund (Division 5)...........     09/06/83       165.19     121.24      41.19       32.78        9.99
Templeton Asset Allocation Fund (Division
  19).........................................     08/24/88       137.46         --      80.94       36.05       17.40
</TABLE>
    
 
                                       36
<PAGE>   42
 
                                                                        TABLE IV
 
   
              ANNUAL AND CUMULATIVE CHANGE IN PURCHASE UNIT VALUE
    
   
<TABLE>
<CAPTION>
                                                 ANNUAL CHANGE IN PURCHASE UNIT VALUE FOR THE 
                                                          YEAR ENDED DECEMBER 31* 2
                                             --------------------------------------------------------
DIVISION                                       1996        1995        1994        1993        1992
- --------                                     --------    --------    --------    --------    --------
<S>                                          <C>         <C>         <C>         <C>         <C>
Stock Index Fund (Division 10).............   21.53%       35.95%      (0.30)%      8.78%       5.58%
MidCap Index Fund (Division 4).............   17.61        29.24       (4.70)      11.78        8.79
Small Cap Index Fund (Division 14).........   15.57        26.39       (4.30)      14.77       11.28
International Equities Fund (Division
 11).......................................    5.75         9.67        6.90       28.58      (14.31)
Templeton International Fund (Division
 20).......................................   22.50        14.34       (3.49)      45.51       (6.89)
Dreyfus Small Cap Portfolio (Division
 18).......................................   15.14        27.78        6.33       66.31       69.24
Growth Fund (Division 15)..................   18.18        46.40        0.18          --          --
Growth & Income Fund (Division 16).........   22.10        30.55       (0.68)         --          --
Capital Conservation Fund (Division 7).....    0.75        19.58       (7.04)      10.88        7.55
Government Securities Fund (Division 8)....    0.90        16.31       (5.44)       9.70        6.14
International Government Bond Fund
 (Division 13).............................    3.36        17.63        3.42       13.08        2.05
Social Awareness Fund (Division 12)........   22.75        37.57       (2.42)       6.84        2.31
Science & Technology Fund (Division 17)....   12.68        60.07       24.77          --          --
Money Market Fund (Division 6).............    3.97         4.51        2.77        1.67        2.22
Timed Opportunity Fund (Division 5)........    9.99        23.55       (2.29)       8.19       (1.71)
Templeton Asset Allocation Fund (Division
 19).......................................   17.40        21.02       (4.24)      24.59        6.74
 
<CAPTION>
                                                  ANNUAL CHANGE IN PURCHASE UNIT VALUE FOR THE 
                                                           YEAR ENDED DECEMBER 31* 2
                                             ------------------------------------------------------
DIVISION                                      1991       1990        1989        1988        1987
- --------                                     ------    --------    --------    --------    --------
<S>                                          <C>       <C>         <C>         <C>         <C>
Stock Index Fund (Division 10).............   27.70%     (4.83)%     27.88%      13.13%     (14.38)%
MidCap Index Fund (Division 4).............   20.81     (10.20)      18.10       13.06       (5.10)
Small Cap Index Fund (Division 14).........      --         --          --          --          --
International Equities Fund (Division
 11).......................................   10.06     (20.90)       2.84          --          --
Templeton International Fund (Division
 20).......................................      --         --          --          --          --
Dreyfus Small Cap Portfolio (Division
 18).......................................  156.75       1.68          --          --          --
Growth Fund (Division 15)..................      --         --          --          --          --
Growth & Income Fund (Division 16).........      --         --          --          --          --
Capital Conservation Fund (Division 7).....   16.00      (1.28)      10.63        5.92       (2.78)
Government Securities Fund (Division 8)....   13.59       4.91       11.03        4.95       (3.26)
International Government Bond Fund
 (Division 13).............................    9.05         --          --          --          --
Social Awareness Fund (Division 12)........   26.63      (2.21)       1.00          --          --
Science & Technology Fund (Division 17)....      --         --          --          --          --
Money Market Fund (Division 6).............    4.49       6.83        7.92        5.72        4.50
Timed Opportunity Fund (Division 5)........   20.13      (3.38)      15.81        8.63        7.31
Templeton Asset Allocation Fund (Division
 19).......................................   26.13      (9.13)      11.86        2.37          --
</TABLE>
    
   
<TABLE>
<CAPTION>
                                              CUMULATIVE CHANGE IN PURCHASE UNIT VALUE FOR EACH 
                                                         PERIOD END SINCE 12/31/86*
                                          ---------------------------------------------------------
DIVISION                                    1996         1995        1994        1993        1992
- --------                                  ---------    --------    --------    --------    --------
<S>                                       <C>          <C>         <C>         <C>         <C>
Stock Index Fund (Division 10)..........    184.84%     134.39%      72.41%      72.93%      58.97%
MidCap Index Fund (Division 4)..........    142.14      105.89       59.31       67.17       49.55
Small Cap Index Fund (Division 14)......     78.54       54.49       22.23       27.72       11.28
International Equities Fund (Division
 11)....................................     22.29       15.65        5.45       (1.36)     (23.29)
Templeton International Fund (Division
 20)....................................     83.17       49.52       30.77       35.49       (6.89)
Dreyfus Small Cap Portfolio (Division
 18)....................................  1,049.38      898.25      681.25      634.77      341.81
Growth Fund (Division 15)...............     73.33       46.67        0.18          --          --
Growth & Income Fund (Division 16)......     58.31       29.66       (0.68)         --          --
Capital Conservation Fund (Division
 7).....................................     74.24       72.95       44.63       55.58       40.32
Government Securities Fund (Division
 8).....................................     73.57       72.02       47.90       56.42       42.59
International Government Bond Fund
 (Division 13)..........................     58.22       53.08       30.14       25.83       11.28
Social Awareness Fund (Division 12).....    125.27       83.51       33.39       36.70       27.95
Science & Technology Fund (Division
 17)....................................    125.05       99.72       24.77          --          --
Money Market Fund (Division 6)..........     54.47       48.57       42.16       38.33       36.06
Timed Opportunity Fund (Division 5).....    121.24      101.14       62.81       66.62       54.01
Templeton Asset Allocation Fund
 (Division 19)..........................    137.46      102.27       67.14       74.53       40.09
 
<CAPTION>
                                               CUMULATIVE CHANGE IN PURCHASE UNIT VALUE FOR 
                                                     EACH PERIOD END SINCE 12/31/86*
                                          ------------------------------------------------------
DIVISION                                   1991       1990        1989        1988        1987
- --------                                  ------    --------    --------    --------    --------
<S>                                       <C>       <C>         <C>         <C>         <C>
Stock Index Fund (Division 10)..........   50.56%     17.90%      23.88%      (3.13)%    (14.38)%
MidCap Index Fund (Division 4)..........   37.47      13.80       26.72        7.30       (5.10)
Small Cap Index Fund (Division 14)......      --         --          --          --
International Equities Fund (Division
 11)....................................  (10.48)    (18.66)       2.84          --          --
Templeton International Fund (Division
 20)....................................      --         --          --          --          --
Dreyfus Small Cap Portfolio (Division
 18)....................................  161.05       1.68          --          --          --
Growth Fund (Division 15)...............      --         --          --          --          --
Growth & Income Fund (Division 16)......      --         --          --          --          --
Capital Conservation Fund (Division
 7).....................................   30.47      12.47       13.92        2.98       (2.78)
Government Securities Fund (Division
 8).....................................   34.34      18.26       12.73        1.53       (3.26)
International Government Bond Fund
 (Division 13)..........................    9.05         --          --          --          --
Social Awareness Fund (Division 12).....   25.06      (1.23)       1.00          --          --
Science & Technology Fund (Division
 17)....................................      --         --          --          --          --
Money Market Fund (Division 6)..........   33.10      27.38       19.23       10.48        4.50
Timed Opportunity Fund (Division 5).....   56.69      30.43       35.00       16.57        7.31
Templeton Asset Allocation Fund
 (Division 19)..........................   31.24       4.05       14.50        2.37          --
</TABLE>
    
 
- ------------
 
   
* For the year in which a Division was initiated, less than a full year's
  performance has been reflected. Actual, not annualized, performance is
  reflected. See footnote to Table I above for the inception date of each
  Division. As noted above, effective October 1, 1991, the Fund underlying the
  MidCap Index 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 this Division subsequent to October 1, 1991 has been as
  follows: for the period from October 1, 1991 through December 31, 1991, the
  change in purchase unit value was 11.63%; for the period from October 1, 1991
  through December 31, 1992, the cumulative change in purchase unit value was
  21.43%; for the period from October 1, 1991 through December 31, 1993, the
  cumulative change in purchase unit value was 35.74%; for the period from
  October 1, 1991 through December 31, 1994, the cumulative change in purchase
  unit value was 29.36%; for the period from October 1, 1991 through December
  31, 1995 the cumulative change in purchase unit value was 67.18% and for the
  period from October 1, 1991 through December 31, 1996 the cumulative change in
  purchase unit value was 96.61%.
    
 
                                       37
<PAGE>   43
 
OTHER CONTRACT FEATURES
- --------------------------------------------------------------------------------
 
CHANGES THAT MAY NOT BE MADE
 
The following terms in Portfolio Director may not be changed once your account
has been established:
 
  - The Contract Owner;
 
  - The Participant; and
 
  - The Annuitant.
 
CHANGE OF BENEFICIARY
 
The Beneficiary (if not irrevocable) may usually be changed at any time.
 
Under some retirement programs, the right to name or change a Beneficiary is
subject to approval by the spouse. Also, the right to name a Beneficiary other
than the spouse may be subject to certain tax laws and regulations.
 
If the Annuitant dies, and there is no Beneficiary, any death benefit will be
payable to the Annuitant's estate.
 
If a Beneficiary dies while receiving payments, and there is no co-Beneficiary
to continue to receive payments, any amount still due will be paid to the
Beneficiary's estate.
 
CONTINGENT OWNER
 
The Contract Owner may name a Contingent Owner under an individual non-tax
qualified Contract. During the Purchase Period, the Contingent Owner may be
changed. However, if the Contract Owner dies, benefits must be distributed as
required by the federal tax law.
 
CANCELLATION -- THE 20 DAY "FREE LOOK"
 
The Contract Owner may cancel an individual contract by returning it to the
Company within 20 days after delivery. (A longer period will be allowed if
required under state law.) A refund will be made to the Contract Owner within 7
days after receipt of the Contract within the required period. The amount of the
refund will be equal to all Purchase Payments received or the amount required
under state law, if larger.
 
WE RESERVE CERTAIN RIGHTS
 
We reserve the right to:
  - Amend the Contract to conform with substitutions of investments;
 
  - Amend the Contract to comply with tax or other laws;
 
  - Make changes (upon written notice) to group Contracts that would apply only
    to new Participants after the effective date of the changes;
 
  - Operate VALIC Separate Account A as a management investment company under
    the 1940 Act, in consideration of an investment management fee or in any
    other form permitted by law;
 
  - Deregister VALIC Separate Account A under the 1940 Act, if registration is
    no longer required;
 
  - Stop accepting new Participants under a group Contract.
 
RELATIONSHIP TO EMPLOYER'S PLAN
 
If the Contract is being offered as a retirement plan through your employer, you
should always refer to the terms and conditions in your employer's plan when
reviewing the description of Portfolio Director in this prospectus.
 
  Plan loans from the Fixed Account Options may be allowed by your employer's
plan. Refer to your plan for a description of charges and other information.
 
                                       38
<PAGE>   44
 
VOTING RIGHTS
- ------------------------------------------------------------
 
As discussed in the "About VALIC Separate Account A" section of this prospectus,
VALIC Separate Account A holds on your behalf shares of the Funds which comprise
the Variable Account Options. From time to time the Funds are required to hold a
shareholder meeting to obtain approval from their shareholders for certain
matters. As a Participant, you may be entitled to give voting instructions to us
as to how VALIC Separate Account A should vote its Fund shares on these matters.
Those persons entitled to give voting instructions will be determined before the
shareholders meeting is held. For more information about these shareholder
meetings and when they may be held, see the Funds' prospectuses.

WHO MAY GIVE VOTING INSTRUCTIONS
In most cases during the Purchase Period, you will have the right to give voting
instructions for the shareholder meetings. This will be true even if your
employer is the Contract Owner. Contract Owners will instruct VALIC Separate
Account A in accordance with these instructions. You will receive proxy material
and a form on which voting instructions may be given before the shareholder
meeting is held.
 
You will not have the right to give voting instructions if Portfolio Director
was issued in connection with a nonqualified and unfunded deferred compensation
plan.
 
DETERMINATION OF FUND SHARES
ATTRIBUTABLE TO YOUR ACCOUNT
 
DURING PURCHASE PERIOD
 
The number of Fund shares attributable to your account will be determined on the
basis of the Purchase Units credited to your account on the record date set for
the Fund shareholder meeting.
 
VALIC SEPARATE
ACCOUNT A -- a segregated
asset account established by
VALIC under the Texas
Insurance Code. The purpose
of VALIC Separate Account A
is to receive and invest your
Purchase Payments and
Account Value in the Variable
Account Options you have
selected.
 
DURING PAYOUT PERIOD OR AFTER A DEATH
BENEFIT HAS BEEN PAID
 
The number of Fund shares attributable to your account will be based on the
liability for future variable annuity payments to your payees on the record date
set for the Fund shareholder meeting.
 
HOW FUND SHARES ARE VOTED
 
The Funds which comprise the Variable Account Options in Portfolio Director may
have a number of shareholders including VALIC Separate Account A, VALIC and
other affiliated insurance company separate accounts and retirement plans within
the American General group of companies.
 
VALIC Separate Account A will vote all of the shares of the Funds it holds based
on, and in the same proportion as, the instructions given by all the
Participants invested in that Fund entitled to give instructions at that
shareholder meeting. VALIC Separate Account A will vote the shares of the Funds
it holds for which it receives no voting instruction in the same proportion as
the shares for which voting instructions have been received.
 
VALIC will vote the shares of the Funds it holds based on, and in the same
proportion as, the voting instructions received from participants in VALIC
Separate Account A.
 
In the future, we may decide how to vote the shares of VALIC or VALIC Separate
Account A in a different manner if permitted at that time under federal
securities law.
 
                                       39
<PAGE>   45
 
FEDERAL TAX MATTERS
- --------------------------------------------------------------------------------
 
Portfolio Director Contracts provide tax-deferred accumulation over time, but
are subject to federal income and excise taxes, mentioned briefly below. You
should refer to the Statement of Additional Information for further details.
Section references are to the Internal Revenue Code ("Code"). We do not attempt
to describe any potential estate or gift tax, or any applicable state, local or
foreign tax law other than possible premium taxes mentioned under "Premium Tax
Charge." Remember that future legislation could modify the rules discussed
below, and always consult your personal tax adviser regarding how the current
rules apply to your specific situation.
 
TYPE OF PLANS
 
Tax rules vary, depending on whether the Contract is offered under your
employer's tax-qualified retirement program or an IRA, or is instead a
nonqualified Contract. Portfolio Director is used under the following types of
retirement arrangements:
 
  - Section 403(b) annuities for employees of public schools and Section
    501(c)(3) tax-exempt organizations;
 
   
  - Section 401(a) and 403(a) qualified plans of employers (including self-
    employed individuals);
    
 
  - Section 408(b) individual retirement annuities;
 
  - Section 457 unfunded deferred compensation plans of governmental and
    tax-exempt employers;
 
  - Section 408(k) simplified deferred compensation plans of private employers.
 
  - Unfunded, non-qualified deferred compensation plans of private employers.
 
Note that the specific terms of the governing employer plan may limit rights and
options otherwise available under a Contract.
 
In addition, Portfolio Director is also available through "Non-Qualified
Contracts." Separate Account investment must be "adequately diversified" in
order for the increase in the value of Non-Qualified Contracts to receive
tax-deferred treatment. Each Fund must, as of the end of each calendar quarter
or within 30 days thereafter, have no more than 55% of its assets invested in
any one investment, 70% in any two investments, 80% in any three investments and
90% in any four investments. A Fund's failure to meet these diversification
requirements could result in tax liability to Non-Qualified Contract Owners.
Since each Fund expects to satisfy diversification, and assure tax deferred
treatment to Non-Qualified Contract holders, investment opportunities of a Fund
may consequently be limited. This would affect all Contract Owners, including
owners of Contracts other than Non-Qualified Contracts for whom diversification
is not a requirement for tax-deferred treatment.
 
TAX CONSEQUENCES IN GENERAL
 
Purchase Payments, distributions, withdrawals, transfers and surrender of a
Contract can each have a tax effect, which varies with the governing retirement
arrangement. Please refer to the detailed explanation in the Statement of
Additional Information, the documents (if any) controlling the retirement
arrangement through which the contract is offered, and your personal tax
adviser.
 
Purchase Payments under Portfolio Director can be made as contributions by
employers, or as pre-tax or after-tax contributions by employees, depending on
the type of retirement program. After-tax employee contributions constitute
"investment in the Contract." All Contracts receive deferral of tax on the
inside build-up of earnings on invested Purchase Payments, until a distribution
occurs. See the Statement of Additional Information for special rules, including
those applicable to taxable, non-natural owners of Non-Qualified Contracts.
 
Distributions are taxed differently depending on the program through which
Portfolio Director is offered and the previous tax characterization of the
contributions to which the distribution relates. Generally, the amount by which
a distribution exceeds investment in the Contract is subject to income tax. For
annuity payments, investment in the contract is recovered ratably over the
expected payout period. Special recovery rules might apply in certain
situations.
 
Amounts subject to income tax may also incur excise tax, under the circumstances
described in the Statement of Additional Information. Generally, they would also
be subject to some form of federal income tax withholding unless rolled into
another tax-deferred vehicle. Required withholding will vary according to type
of program, type of payment and your tax status. In addition, amounts received
under all Contracts may be subject to state income tax withholding requirements.
 
                                       40
<PAGE>   46
 
                    ------------------------------------------------------------
 
EFFECT OF TAX-DEFERRED ACCUMULATIONS
 
The chart below compares the results from
Premium Payments made to:
 
  - Portfolio Director Contract issued to a tax favored retirement program
    purchased with pre-tax premium payments;
 
  - A non-qualified Contract purchased with after-tax Premium Payments and;
 
  - conventional savings vehicles such as savings accounts.
 
                        THE POWER OF TAX-DEFERRED GROWTH
 
                                    [CHART]
 
This hypothetical chart compares the results of (1) contributing $100 per month
to a conventional, non-tax deferred plan, (2) contributing $100 to a
nonqualified, tax-deferred annuity, and (3) contributing $100 per month ($138.89
since contributions are made before tax) to a qualified tax-deferred plan. The
chart assumes a 28% tax rate and an 8% fixed rate of return. Variable annuity
options incur mortality and expense charges (1% - 1.25%) and may also incur
administrative fees ($3.75 per quarter) and surrender charges (5% of the lesser
of all contributions received during the last 60 months or the amount
withdrawn). These fees and charges are not reflected in the above illustration
and would reduce the results shown. Income taxes are payable upon withdrawal,
and an additional 10% tax penalty may apply to withdrawals before age 59 1/2.
This information is for illustrative purposes only and is not a guarantee of
future return.
 
   
Unlike savings accounts, Premium Payments made to tax-favored retirement
programs and Non-Qualified Contracts generally provide tax deferred treatment on
earnings. In addition, Premium Payments made 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 represents (without factoring in fees
and charges) after-tax amounts that would be received.
 
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 (referring to the effect on
annual net take-home pay) of the investment. The chart below illustrates this
principle by comparing a pre-tax contribution to a tax-favored retirement plan
with an after-tax contribution to a conventional savings account:
 
                              PAYCHECK COMPARISON
 
<TABLE>
<CAPTION>
                         TAX-FAVORED        CONVENTIONAL
                         RETIREMENT           SAVINGS
                           PROGRAM            ACCOUNT
                         -----------        ------------
<S>                      <C>                <C>
Annual amount
  available for
  savings before
  federal taxes......        $2,500              $2,500
Current federal
  income tax due on
  Purchase
  Payments...........             0                (700)
Net retirement plan
  Purchase
  Payments...........        $2,500              $1,800
</TABLE>
 
This chart assumes a 28% Federal income tax rate. The $700 which is paid toward
current Federal income taxes on $2,500 contributed to the conventional savings
account remains in the tax-favored program, subject to being taxed upon
withdrawal. Stated otherwise, to reach an annual retirement savings goal of
$2,500, the contribution to a tax-favored retirement program results in a
current out-of-pocket expense of $1,800 while the contribution to a conventional
savings account requires the full $2,500 out-of-pocket expense. The tax-favored
retirement program represented in this chart is a plan type, such as one under
Section 403(b) of the Code, which allows participants to exclude contributions
within limits, from gross income.
 
                                       41
<PAGE>   47
 
                REVOCATION OF TELEPHONE ASSET TRANSFER AUTHORITY

    Participant/Contract Owner Name:
 
    ------------------------------------------------------------------------
    Social Security Number:
 
    ------------------------------------------------------------------------
    Birth Date:
 
I am the Participant under or Contract Owner of one or more variable annuity
contracts issued by The Variable Annuity Life Insurance Company ("VALIC"). I
hereby instruct VALIC not to accept any telephone instructions to transfer
Account Values among investment options or change the allocation of future
Purchase Payments from me, anyone representing me or anyone representing himself
or herself to be me. I understand as a result of executing this form that the
transfer of Account Values or Payout Values among investment options or changes
in the allocation of future Purchase Payments may only be effected upon the
receipt by VALIC of my written instructions.
 
<TABLE>
<S>                                                                <C>
- ------------------------------------------------------------       ---------------------------------------
            Participant/Contract Owner Signature                                    Date

Mail this form to any Regional Office (see the last page of your prospectus for addresses) or to the Home
Office at the following address: VALIC, Customer Service A3-01, 2929 Allen Parkway, Houston, TX 77019.
</TABLE>
 
                                       42
<PAGE>   48
 
Please tear off, complete and return the form below to one of our Regional
Offices at the address shown on the inside back cover of this Prospectus. A
Statement of Additional Information may also be ordered by calling
1-800-44-VALIC.
 
 ................................................................................
 
                          PORTFOLIO DIRECTOR CONTRACTS
 
Please send me a free copy of the Statement of Additional Information for The
Variable Annuity Life Insurance Company Separate Account A (Portfolio Director).
 
                             (Please Print or Type)
 
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                       <C>
   Name:                                                  G.A. #
   Address:                                               Policy #
   Social Security Number:
- -------------------------------------------------------------------------------------------------------------
</TABLE>
 
                                       43
<PAGE>   49
 
                CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
 
   
<TABLE>
<CAPTION>
                                                      PAGE
                                                      ----
<S>                                                   <C>
General Information.................................    4
    Marketing Information...........................    4
    Endorsements and Published Ratings..............    6
Types of Variable Annuity Contracts.................    7
Federal Tax Matters.................................    8
    Tax Consequences of Purchase Payments...........    8
    Tax Consequences of Distributions...............    9
    Special Tax Consequences -- Early
      Distribution..................................   10
    Special Tax Consequences -- Required
      Distributions.................................   10
    Tax Free Rollovers, Transfers and Exchanges.....   11
Exchange Privilege..................................   12
    Exchanges From Independence Plus Contracts......   12
    Exchanges From V-Plan Contracts.................   13
    Exchanges From SA-1 and SA-2 Contracts..........   14
    Exchanges From Impact Contracts.................   15
    Exchanges From Compounder Contracts.............   16
    Information Which May Be Applicable To Any
      Exchange......................................   17
Calculation of Surrender Charge.....................   18
    Illustration of Surrender Charge on Total
      Surrender.....................................   18
    Illustration of Surrender Charge on a 10%
      Partial Surrender Followed by a Full
      Surrender.....................................   18
Purchase Unit Value.................................   19
    Illustration of Calculation of Purchase Unit
      Value.........................................   19
    Illustration of Purchase of Purchase Units......   19
Performance Calculations............................   19
    Money Market Division Yields....................   19
    Calculation of Yield for Money Market
      Division Six..................................   19
    Illustration of Calculation of Yield for Money
      Market Division Six...........................   19
    Calculation of Effective Yield for Money Market
      Division Six..................................   19
    Illustration of Calculation of Effective Yield
      for Money Market Division Six.................   19
Standardized Yield for Divisions Seven, Eight and
  Thirteen..........................................   20
    Calculation of Standardized Yield for Divisions
      Seven, Eight and Thirteen.....................   20
    Illustration of Calculation of Standardized
      Yield for Divisions Seven, Eight and
      Thirteen......................................   20
    Calculation of Average Annual Total Return......   21
Performance Information.............................   21
    Hypothetical $10,000 Account Value and
      Cumulative Return as Compared to Benchmark
      Tables........................................   21
    Performance Compared to Market Indices..........   22
    Stock Index Division Ten Performance Compared to
      S&P 500 Index.................................   25
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                      PAGE
                                                      ----
<S>                                                   <C>
    MidCap Index Division Four Performance Compared
      to S&P 500 Index and S&P MidCap 400 Index.....   25
    Small Cap Index Division Fourteen Performance
      Compared to Russell 2000 Index................   26
    International Equities Division Eleven
      Performance Compared to EAFE Index............   26
    Templeton International Division Twenty
      Performance Compared to MSCI World Index......   27
    Dreyfus Small Cap Division Eighteen Performance
      Compared to Russell 2000......................   27
    Growth Division Fifteen Performance Compared to
      S&P 500 Index.................................   28
    Growth & Income Division Sixteen Performance
      Compared to S&P 500 Index.....................   28
    Capital Conservation Division Seven Performance
      Compared to Merrill Lynch Corporate Master
      Index.........................................   29
    Government Securities Division Eight Performance
      Compared to Lehman Brothers U.S. Treasury
      Composite Index...............................   30
    International Government Bond Division Thirteen
      Performance Compared to Salomon Brothers
      Non-U.S. Dollar World Government Bond Index...   30
    Social Awareness Division Twelve Performance
      Compared to S&P 500 Index.....................   31
    Science & Technology Division Seventeen
      Performance Compared to S&P 500 Index.........   31
    Money Market Division Six Performance Compared
      to Certificate of Deposit Primary Offering by
      New York City Banks, 30 Day Index.............   32
    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.................   33
    Templeton Asset Allocation Division Nineteen
      Performance Compared to MSCI World Index,
      Salomon Brothers Non-US Dollar World
      Government Bond Index, and Certificate of
      Deposit Primary Offering by New York City
      Banks, 30 Day Index...........................   34
Payout Payments.....................................   34
    Assumed Investment Rate.........................   34
    Amount of Payout Payments.......................   34
    Payout Unit Value...............................   35
    Illustration of Calculation of Payout Unit
      Value.........................................   36
    Illustration of Payout Payments.................   36
Distribution of Variable Annuity Contracts..........   36
Experts.............................................   37
Comments on Financial Statements....................   38
</TABLE>
    
 
                                       44
<PAGE>   50
 
================================================================================
 
                 FOR ADDITIONAL INFORMATION ABOUT THE CONTRACTS
                     CONTACT YOUR NEAREST REGIONAL OFFICE:
 
10851 N. Black Canyon Hwy
Suite 700
Phoenix, AZ 85029
(602) 678-1700
 
222 South Harbor Blvd.
10th Floor
Anaheim, CA 92805
(714) 774-7844
 
1900 O'Farrell St.
Suite 390
San Mateo, CA 94403
(415) 574-5433
 
   
165 South Union Blvd.
    
Suite 1050
Lakewood, CO 80228
(303) 988-3344
 
10006 N. Dale Mabry Hwy.
Suite 113
Tampa, FL 33618
(813) 961-1611
 
100 Ashford Center North
Suite 100
Atlanta, GA 30338
(770) 395-4700
 
230 West Monroe
Suite 1550
Chicago, IL 60606
(312) 368-1001
 
   
550 Congressional Blvd.
    
   
Suite 280
    
   
Carmel, IN 46032
    
(317) 574-7145
 
7310 Ritchie Highway
Suite 800
Glen Burnie, MD 21061
(410) 768-2330
 
1301 West Long Lake Road
Suite 340
Troy, MI 48098
(810) 641-0022
8500 Normandale Lake Blvd.
Suite 750
Bloomington, MN 55437
(612) 893-1099
410 Amherst Street
Suite 250
Nashua, NH 03063
(603) 883-3840
90 Woodbridge Ctr. Dr.
   
Suite 300
    
Woodbridge, NJ 07095
(908) 750-5611
University Tower
3100 Tower Blvd.
Suite 1601, Box 50
Durham, NC 27707
(919) 489-6529
Two Summit Park Drive
Suite 410
Independence, OH 44131
(216) 520-2028
1800 S.W. First Avenue
Suite 505
Portland, OR 97201
(503) 223-6288
1767 Sentry Pkwy. West 19
Suite 300
Blue Bell, PA 19422
(215) 646-8030
5400 LBJ Freeway
Suite 1340
Dallas, TX 75240
   
(972) 490-1515
    
800 Gessner
Suite 1280
Houston, TX 77024
(713) 465-2253
 
   
  There are also more than thirty-seven branch offices located throughout the
                                    country.
    
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
   
             2929 ALLEN PARKWAY, HOUSTON, TEXAS 77019 1-800-44VALIC
    
   
                            TDD NUMBER 1-800-35VALIC
    
   
       FOR UNIT VALUE INFORMATION CALL: 1-800-42VALIC & TDD 1-800-24VALIC
    
   
             FOR ASSET TRANSFERS BY TELEPHONE CALL: 1-800-621-7792
    
   
                               TDD 1-800-35VALIC
    
   
                            EASYACCESS 1-800-42VALIC
    
   
                          TDD EASYACCESS 1-800-24VALIC
    
 
================================================================================
<PAGE>   51
 
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
 
                               SEPARATE ACCOUNT A
                       UNITS OF INTEREST UNDER GROUP AND
                     INDIVIDUAL VARIABLE ANNUITY CONTRACTS
                               PORTFOLIO DIRECTOR
 
        ----------------------------------------------------------------
 
                      STATEMENT OF ADDITIONAL INFORMATION
        ----------------------------------------------------------------
 
                                FORM N-4 PART B
   
                                  MAY 1, 1997
    
 
   
This Statement of Additional Information is not a prospectus but contains
information in addition to that set forth in the prospectus for Portfolio
Director* dated May 1, 1997 ("Contracts") and should be read in conjunction with
the prospectus. The terms used in this Statement of Additional Information have
the same meaning as those set forth in the prospectus. A prospectus may be
obtained by calling or writing the Company, or The Variable Annuity Marketing
Company (the "Underwriter") at 2929 Allen Parkway, Houston, Texas 77019;
1-(800)-44-VALIC. Prospectuses are also available from regional sales offices of
the Underwriter or from its registered sales representatives.
    
 
(*Portfolio Director is composed of Contract Forms UIT-194, UITG-194, UITN-194,
  UIT-IRA-194, and UIT-SEP-194.)
 
                                        1
<PAGE>   52
 
                               TABLE OF CONTENTS
 
<TABLE>
<S>                                                             <C>
General Information.........................................     4
  Marketing Information.....................................     4
  Endorsements and Published Ratings........................     6
Types of Variable Annuity Contracts.........................     7
Federal Tax Matters.........................................     8
  Tax Consequences of Purchase Payments.....................     8
  Tax Consequences of Distributions.........................     9
  Special Tax Consequences -- Early Distribution............    10
  Special Tax Consequences -- Required Distributions........    10
  Tax Free Rollovers, Transfers and Exchanges...............    11
Exchange Privilege..........................................    12
  Exchanges From Independence Plus Contracts................    12
  Exchange From V-Plan Contracts............................    13
  Exchanges From SA-1 and SA-2 Contracts....................    14
  Exchange From Impact Contracts............................    15
  Exchanges From Compounder Contracts.......................    16
  Information Which May Be Applicable To Any Exchange.......    17
Calculation of Surrender Charge.............................    18
  Illustration of Surrender Charge on Total Surrender.......    18
  Illustration of Surrender Charge on a 10% Partial
     Surrender Followed by a Full Surrender.................    18
Purchase Unit Value.........................................    19
  Illustration of Calculation of Purchase Unit Value........    19
  Illustration of Purchase of Purchase Units................    19
Performance Calculations....................................    19
  Money Market Division Yields..............................    19
  Calculation of Yield for Money Market Division Six........    19
  Illustration of Calculation of Yield for Money Market
     Division Six...........................................    19
  Calculation of Effective Yield for Money Market Division
     Six....................................................    19
  Illustration of Calculation of Effective Yield for Money
     Market Division Six....................................    19
Standardized Yield for Divisions Seven, Eight and
  Thirteen..................................................    20
  Calculation of Standardized Yield for Divisions Seven,
     Eight and Thirteen.....................................    20
  Illustration of Calculation of Standardized Yield for
     Divisions Seven, Eight and Thirteen....................    20
  Calculation of Average Annual Total Return................    21
Performance Information.....................................    21
  Hypothetical $10,000 Account Value and Cumulative Return
     as Compared to
     Benchmark Tables.......................................    21
  Performance Compared to Market Indices....................    22
  Stock Index Division Ten Performance Compared to S&P 500
     Index and S&P MidCap 400 Index.........................    25
  MidCap Index Division Four Performance Compared to
     Relevant Index.........................................    25
  Small Cap Index Division Fourteen Performance Compared to
     Russell 2000 Index.....................................    26
  International Equities Division Eleven Performance
     Compared to EAFE Index.................................    26
  Templeton International Division Twenty Performance
     Compared to MSCI World Index...........................    27
  Dreyfus Small Cap Division Eighteen Performance Compared
     to Russell 2000........................................    27
  Growth Division Fifteen Performance Compared to S&P 500
     Index..................................................    28
  Growth & Income Division Sixteen Performance Compared to
     S&P 500 Index..........................................    28
  Capital Conservation Division Seven Performance Compared
     to Merrill Lynch Corporate Master Index................    29
  Government Securities Division Eight Performance Compared
     to Lehman Brothers U.S. Treasury Composite Index.......    30
</TABLE>
 
                                        2
<PAGE>   53
  International Government Bond Division Thirteen                         
     Performance Compared to Salomon Brothers Non-U.S.
     Dollar World Government Bond Index.....................    30
  Social Awareness Division Twelve Performance Compared to
     S&P 500 Index..........................................    31
  Science & Technology Division Seventeen Performance
     Compared to S&P 500 Index..............................    31
  Money Market Division Six Performance Compared to
     Certificate of Deposit Primary Offering by New York
     City Banks, 30 Day Index...............................    32
  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..........    33
  Templeton Asset Allocation Division Nineteen Performance
     Compared to MSCI World Index, Salomon Brothers Non-US
     Dollar World Government Bond Index, and Certificate of
     Deposit Primary Offering by New York City Banks, 30 Day
     Index..................................................    34
Payout Payments.............................................    34
  Assumed Investment Rate...................................    34
  Amount of Payout Payments.................................    34
  Payout Unit Value.........................................    35
  Illustration of Calculation of Payout Unit Value..........    36
  Illustration of Payout Payments...........................    36
Distribution of Variable Annuity Contracts..................    36
Experts.....................................................    37
Comments on Financial Statements............................    38
 
                                        3
<PAGE>   54
 
                              GENERAL INFORMATION
 
MARKETING INFORMATION
 
     The Company has targeted not-for-profit organizations as the central focus
of its marketing efforts for its Contracts. The Company has utilized as its
general marketing theme the concept that the Company is "America's Retirement
Plan Specialists." Specifically, the Company's marketing thrust is aimed at
individuals and groups associated with public and private schools, colleges and
universities, not-for-profit health care organizations, state and local
governments and other not-for-profit organizations.
 
   
     This marketing concept has proven to be successful. In the aggregate,
premium deposits to the Company have grown from $37,000 in 1956 to more than
$2.9 billion as of December 31, 1996. The number of aggregate participant
accounts has increased from 155,000 accounts in 1980 to more than 1,539,015
accounts as of December 31, 1996. The number of employer groups which have
purchased Contracts has increased by 178 percent in the past ten years to more
than 22,464 as of December 31, 1996. As of December 31, 1996, the Company was
ranked in the top 1 percent of all U.S. life insurance companies with regard to
asset size. As of December 31, 1996 the Company's assets totaled nearly $30
billion.
    
 
     The Company's growth can also be reviewed by examining each market segment
the Company targets.
 
   
     As of December 31, 1996, the Company was marketing Contracts in more than
8,282 public and private, primary and secondary schools with more than 427,224
participant accounts for employees in public and private schools nationwide.
From December 31, 1986 to December 31, 1996, the cash value of investments in
these Contracts has increased by 327 percent while the number of public and
private school groups in these Contracts increased 86 percent and the number of
participant accounts in these Contracts increased by 119 percent.
    
 
   
     The Company has also increased its marketing efforts to colleges and
universities. From December 31, 1986 to December 31, 1996, the number of
colleges and universities which allow the Company to market Contracts to its
faculty and staff members has increased 144 percent and for the same period the
number of participant accounts has increased 147 percent. For the same time
period cash values for participants have increased 319 percent. As of December
31, 1996, more than 43 percent of United States colleges and universities allow
the Company to market Contracts to their faculty and staff members.
    
 
     The Company has utilized as the central focus in its marketing to college
and university faculty and staff members the theme that the Company is the
"Alternative of Choice."
 
   
     The Company has also had growth in the healthcare segment of the
not-for-profit organization market. From December 31, 1986 to December 31, 1996
Contract cash values have increased 792 percent. During the same period the
number of healthcare groups that have purchased these Contracts increased 241
percent and the number of participants who were in the Contracts increased 748
percent.
    
 
   
     The Company has also experienced growth in contracts sold to state and
local governmental groups. From December 31, 1986 to December 31, 1996, Contract
cash values for participants in these groups have increased 319 percent. For the
same period the number of participant accounts for individuals in these groups
in these Contracts increased 250 percent and the number of employer groups has
increased 399 percent.
    
 
   
     Additionally, several states have enacted, as an alternative to state
administered defined benefit retirement programs, Optional Retirement Plans
(ORPs). A state that sponsors an ORP will select the carriers which will be
allowed to participate in the ORP. The Company has been selected as one of the
carriers permitted to market Contracts to state employees who elect to
participate in the ORP in 26 of the last 28 states to sponsor ORPs with multiple
carriers, as of December 31, 1996. From December 31, 1990 to December 31, 1996,
in these ORPs the number of participant accounts increased 149 percent and cash
values increased 147 percent to more than $1.8 billion dollars. In addition,
during this time period annual ORP premiums doubled.
    
 
     The Company may, from time to time, refer to a general investment strategy
known as indexing.
 
                                        4
<PAGE>   55
 
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.
 
   
     The Company may, from time to time, refer, individually or collectively, to
its package of retirement plan services. Collectively, this package of services
may be referred to as easy Retirement Plan easy Retirement Plan includes: (1)
personal, face-to-face service from highly trained VALIC Retirement Plan
Specialists; (2) informative retirement-investment education programs, seminars
and materials; (3) specialized computer-aided services for retirement planning
and developing asset allocation strategies; (4) a wide selection of innovative,
market-responsive investment options; (5) advanced and efficient administration
of retirement accounts; (6) and a financially strong and stable Company with
which to do business.
    
 
     From time to time the Company may refer to the diversifying process of
asset allocation based on the Modern Portfolio Theory developed by Nobel Prize
winning economist Harry Markowitz. The basic assumptions of Modern Portfolio
Theory are that the selection of individual investments has little impact on
portfolio performance, market timing strategies seldom work, markets are
efficient and selecting the suitable mix of asset classes is more important when
creating a long-term investment portfolio. Modern Portfolio Theory allows an
investor to determine an "efficient" or "optimized" portfolio that has
historically provided a higher return with the same risk or the same return with
lower risk.
 
     When presenting the asset allocation process the Company may outline the
process of personal and investment risk analysis including determining
individual risk tolerances and a discussion of the different types of investment
risk. The Company may classify investors into five categories based on their
personal risk tolerance and will quote various industry experts on which types
of investments are best suited to each of the five risk categories. The industry
experts quoted may include Ibbotson Associates, CDA Investment Technologies,
Lipper Analytical Services, Laffer-Cantos, Inc., VARDS Report, Wilson Associates
and any other expert which has been deemed by the Company to be appropriate. The
Company may also provide a historical overview of the performance of a variety
of investment market indexes and different asset classes, such as stocks, bonds,
cash equivalents, etc. The Company may also discuss investment volatility
(standard deviation) including the range of returns for different asset classes
over different time horizons, and the correlation between the returns of
different asset classes. The Company may also discuss the basis of portfolio
optimization including the required inputs and the construction of efficient
portfolios using sophisticated computer-based techniques. Finally, the Company
may describe various investment strategies and methods of implementation such as
the use of index funds vs. actively managed funds, the use of dollar cost
averaging techniques, the tax status of contributions, and the periodic
rebalancing of diversified portfolios.
 
     The Company, in its marketing efforts to each of the market segments, may
from time to time design sales literature and material specifically for that
market segment, e.g., the health care segment of the not-for-profit organization
market. This sales literature and material may also be specific to a certain
group. For example, sales literature and material may be designed for a specific
hospital. The sales literature and material would address specifically the
group's contract and retirement plan.
 
     The Company, in its marketing efforts, may also refer to the following
investment advisers referenced in the Prospectus.
 
   
     Templeton Investment Counsel Inc., is the investment adviser for the
Templeton Asset Allocation Fund (underlying Division Nineteen) and the Templeton
International Fund (underlying Division Twenty). For more than 50 years, the
Templeton organization has been a leading global investment management company
with offices in the U.S., Australia, Bahamas, Canada, Germany, Hong Kong,
Luxembourg, Russia, Scotland and Singapore. A member of the $188.6 billion
Franklin Templeton Group, Templeton has more than $82 billion of assets under
management in global and non-U.S. investment companies and private accounts. The
Franklin Templeton Group provides
    
 
                                        5
<PAGE>   56
 
investment management and advisory services to a worldwide client base.
Templeton Investment Counsel Inc., uses a disciplined, long-term approach to
value oriented global and international investing. It has an extensive global
network of investment research sources. Securities are selected for a fund's
portfolio on the basis of fundamental company-by-company analysis.
 
     The Company may, from time to time, refer to Value Line Inc., ("Value
Line"), investment subadviser to the Growth & Income Fund (underlying Division
16). For more than four decades, Value Line has provided investment counseling
services to mutual funds and private and institutional accounts with combined
assets in excess of $4.5 billion. Investment selection is based on the Value
Line Timeliness Ranking System, which has evolved after many years of research.
The System provides objective standards for determining whether the market is
under- or overvaluing a particular security. A Value Line subsidiary publishes
the Value Line Investment Survey, one of the best known investment advisory
services in the United States, which covers about 1700 stocks, organized into
90+ industries on a regular basis. The Expanded Edition of The Value Line
Investment Survey covers an additional 1,800 stocks.
 
     The Company may, from time to time, refer to T. Rowe Price Associates, Inc.
(T. Rowe Price), as subadviser to the Science & Technology Fund (underlying
Division Seventeen) and the Growth Fund (underlying Division Fifteen). T. Rowe
Price, one of the nation's leading no-load mutual fund managers together with
its affiliates currently manages more than $70 billion. Its approach to managing
money is based on proprietary research and a strict investment discipline
developed over 50 years. Founded in 1937 by the late Thomas Rowe Price Jr., T.
Rowe Price is one of the pioneers of growth stock investing. Growth stock
investing focuses on well-managed companies that operate in fields where
earnings and dividends are expected to grow faster than both inflation and the
overall economy. T. Rowe Price has delivered strong performance for its clients
by investing in both large and small-growth companies which operate in the
service sector of the economy. This is based on the fundamental premise that
long-term growth in the service sector will outpace overall economic growth. T.
Rowe Price has also delivered strong performance for its clients by investing in
the common stocks of companies expected to benefit from the development,
advancement and use of science and technology. This includes industries such as
telecommunications, computers, software, medical devices, and biotechnology.
 
     The Company may, from time to time, refer to The Dreyfus Corporation as
adviser for the Dreyfus Small Cap Portfolio (underlying Division Eighteen). The
Dreyfus Corporation has been helping Americans invest for their future with
quality mutual funds for more than four decades. As of the end of 1995, the firm
had over $82 billion in assets under management.
 
     The Company may, from time to time, refer in advertisements or sales
materials to certain milestones which are intended to emphasize the Company's
growth and development in assets, groups and various market segments.
Additionally the Company may refer from time to time in advertisements or sales
materials to marketing strategies it utilizes to promote the Company's business
objectives. Further, the Company may refer from time to time in advertisements
or sales materials to certain value-added services it provides to its groups,
Contract Owners and Participants.
 
   
     The Company may, from time to time, refer in advertisements to the
performance history of T. Rowe Price's and Value Line's publicly-available
mutual funds that are the models for the AGSPC Science & Technology Fund, Growth
Fund and Growth & Income Fund respectively (AGSPC Funds). The Company will
disclose that the information about the public funds is not the AGSPC Funds
performance and is not indicative of the AGSPC Funds past or future performance,
and should not be considered as a substitute for these Funds' performance
history.
    
 
ENDORSEMENTS AND
PUBLISHED RATINGS
 
     From time to time, in advertisements or in reports to Contract Owners, the
Company may refer to its 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.
 
                                        6
<PAGE>   57
 
   
     Also from time to time, the rating of the Company as an insurance company
by A. M. Best may be referred to in advertisements or in reports to Contract
Owners. Each year the A. M. Best Company reviews the financial status of
thousands of insurers, culminating in the assignment of Best's Ratings. These
ratings reflect their current opinion of the relative financial strength and
operating performance of an insurance company in comparison to the norms of the
life/health insurance industry. Best's Ratings range from A++ to F. An A++
rating means, in the opinion of A. M. Best, that the insurer has demonstrated
the strongest ability to meet its respective policyholder and other contractual
obligations.
    
 
   
     In addition, the claims-paying ability of the Company as measured by the
Standard and Poor's Ratings Group may be referred to in advertisements or in
reports to Contract Owners. A Standard and Poor's insurance claims-paying
ability rating is an assessment of an operating insurance company's financial
capacity to meet the obligations of its insurance policies in accordance with
their terms. Standard and Poor's ratings range from AAA to D.
    
 
   
     Further, from time to time the Company may refer to Moody's Investor's
Service's rating of the Company. Moody's Investor's Service's financial strength
ratings indicate an insurance company's ability to discharge senior policyholder
obligations and claims and are based on an analysis of the insurance company and
its relationship to its parent, subsidiaries and affiliates. Moody's Investor's
Service's ratings range from Aaa to C.
    
 
   
     The Company may additionally refer to its Duff & Phelp's rating. A Duff &
Phelp's rating is an assessment of a Company's insurance claims paying ability.
Duff & Phelp's ratings range from AAA to CCC. An AAA rating reflects that the
Company has the highest claims paying ability.
    
 
     Ratings relate to the claims paying ability of the Company's General
Account and not the investment characteristics of the Separate Account.
 
     The Company may from time to time, refer to Lipper Analytical Services
Incorporated ("Lipper"), Morningstar, Inc. ("Morningstar") and CDA/Wiesenberger
Investment Companies (CDA/Wiesenberger) when discussing the performance of its
Divisions. Lipper, Morningstar and CDA/Wiesenberger are leading publishers of
statistical data about the investment company industry in the United States.
 
     Additionally, the Company may compare the performance of the Divisions to
categories published by Lipper and Morningstar. The published categories which
may be utilized in comparison with the performance of the Divisions include the
Morningstar Growth and Income Mutual Fund Category, Morningstar Aggressive
Growth Mutual Fund Category, Morningstar Growth Mutual Fund Category,
Morningstar International Stock Mutual Fund Category, Lipper Growth and Income
Mutual Fund Category, Lipper Small Company Growth Mutual Fund Category, Lipper
Growth Mutual Fund Category and Lipper International Mutual Fund Category.
Additional Lipper or Morningstar categories may be utilized if they are deemed
by the Company relevant to the performance of the Company's Divisions.
 
     The Company may, from time to time, refer to The Variable Annuity Research
& Data Services (VARDS) Report. The VARDS Report offers monthly analysis of the
variable annuity industry, including marketing and performance information.
 
     The Company may, from time to time, refer to Bankers Trust Company's
Tactical Asset Allocation Model's historical performance and compare such
performance to that of the S&P 500 Index. Neither the Model nor the S&P 500
Index is a managed fund and neither have identifiable investment objectives.
 
     Finally the Company will utilize as a comparative measure for the
performance of its Funds the Consumer Price Index ("CPI"). The CPI is a measure
of change in consumer prices, as determined in a monthly survey of the U.S.
Bureau of Labor Statistics. Housing costs, transportation, food, electricity,
changes in taxes and labor costs are among the CPI components. The CPI provides
a tool for determining the impact of inflation on an individual's purchasing
power.
 
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;
 
                                        7
<PAGE>   58
 
(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.
 
FEDERAL TAX MATTERS
 
     This Section summarizes the major tax consequences of contributions,
payments, and withdrawals under Portfolio Director, during life and at death.
 
TAX CONSEQUENCES OF PURCHASE PAYMENTS
 
     403(b) Annuities. Purchase Payments made by Section 501(c)(3) tax-exempt
organizations and public educational institutions toward Contracts for their
employees are excludable from the gross income of employees, to the extent
aggregate Purchase Payments do not exceed several competing tax limitations.
This gross income exclusion applies both to employer contributions and to your
voluntary salary reduction contributions.
 
     Your voluntary salary reduction contributions are generally limited to the
lesser of $9,500 or 20% of salary, although additional, "catch-up" contributions
are permitted under certain circumstances. Combined employer and salary
reduction contributions are generally limited to approximately 20% of salary. In
addition, after 1988 employer contributions for highly compensated employees may
be further limited by applicable nondiscrimination rules.
 
     401(a) and 403(a) Qualified Plans. Purchase Payments made by an employer
(or a self-employed individual) under a qualified pension, profit-sharing or
annuity plan are excluded from the gross income of the employee. Purchase
Payments made by an employee generally are made on an after-tax basis, unless
eligible for pre-tax treatment by reason of Sections 401(k) or 414(h).
 
     408(b) Individual Retirement Annuities ("IRAs"). Tax-deductible
contributions for IRA Contracts are limited to the lesser of $2,000 or 100% of
compensation, and may be made only by 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 whose spouse is) in another retirement plan,
      but are married and have adjusted gross income of $40,000 or less.
 
   
     Active participants in other retirement plans whose adjusted gross income
exceeds the limits in (ii) or (iii) by less than $10,000 are entitled to make
deductible IRA contributions in proportionately reduced amounts. If an IRA is
established for a nonworking spouse who has no compensation, the annual
tax-deductible Purchase Payments for both spouses' Contracts cannot exceed the
lesser of $4,000 or 100% of the working spouse's earned income, and no more than
$2,000 may be contributed to either spouse's IRA for any year.
    
 
     You may be eligible to make nondeductible IRA contributions in excess of:
 
   
 (i) the lesser of $2,000 ($4,000 for you and your spouse's IRA) or 100% of
     compensation, over
    
 
(ii) your applicable IRA deduction limit.
 
                                        8
<PAGE>   59
 
     457 Plans. A unit of a state or local government may establish a deferred
compensation program for individuals who: (i) perform services for the
government unit, and (ii) belong to a select group of management or highly
compensated employees and/or independent contractors.
 
   
     This type of program allows eligible individuals to defer the receipt of
compensation (and taxes thereon) otherwise presently payable to them. If the
program is an eligible deferred compensation plan (an "EDCP"), you may
contribute (and defer tax on) the lesser of $7,500 (indexed for inflation) or
33 1/3% of your "includible" compensation (compensation from the employer
currently includible in taxable income). Additional, catch-up deferrals are
permitted in your final three years before normal retirement age.
    
 
   
     The employer uses deferred amounts to purchase the Contracts offered by
this prospectus. The Contract is generally held for the exclusive benefit of
plan participants, although certain Contracts may remain subject to the claims
of the employer's general creditors until 1999. The employee has no present
rights to vested interest in the Contract and is entitled to payment only in
accordance with the EDCP provisions.
    
 
     SEP. Employer contributions under a SEP are made to a separate individual
retirement account established for each participating employee, and generally
must be made at a rate representing a uniform percent of participating
employees' compensation. Employer contributions are excludable from employees'
taxable income, and after 1993 cannot exceed the lesser of $30,000 or 15% of
your compensation.
 
   
     Through 1996, employees of certain small employers (other than tax-exempt
organizations) may contribute pretax, on a salary reduction basis, to the SEP.
These salary reduction contributions may not exceed $7,000, indexed for
inflation in later years.
    
 
     Unfunded Deferred Compensation Plans. Private taxable employers may
establish unfunded, 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 also subject to the rules
discussed below.
 
     An unfunded, deferred compensation plan is a bare contractual promise on
the part of the employer to defer current wages to some future time. The
Contract is owned by the employer and remains subject to the claims of the
employer's general creditors. Private taxable employers that are not natural
persons, however, are currently taxable on any increase in the Purchase Unit
Value attributable to Purchase Payments made after February 28, 1986 to such
Contracts. Participants have no present right or vested interest in the Contract
and are only entitled to payment in accordance with plan provisions.
 
     Non-Qualified Contracts. Purchase Payments made under Non-Qualified
Contracts are neither excludible from the gross income of the Contract Owner nor
deductible for tax purposes. However, any increase in the Purchase Unit Value of
a Non-Qualified Contract resulting from the investment performance of VALIC
Separate Account A is not taxable to the Contract Owner until received by him.
Contract Owners that are not natural persons, however, are currently taxable on
any increase in the Purchase Unit Value attributable to Purchase Payments made
after February 28, 1986 to such Contracts.
 
TAX CONSEQUENCES OF DISTRIBUTIONS
 
     403(b) Annuities. Voluntary salary reduction amounts accumulated after
December 31, 1988, and earnings on voluntary contributions before and after that
date, may not be distributed before one of the following:
 
(1) attainment of age 59 1/2;
 
(2) separation from service;
 
(3) death;
 
(4) disability, or
 
(5) hardship (hardship distributions are limited to salary reduction
    contributions only, exclusive of earnings thereon).
 
     Distributions are taxed as ordinary income to the recipient in accordance
with Section 72.
 
     401(a) and 403(a) Qualified Plans. Distributions from Contracts purchased
under qualified plans are taxable as ordinary income, except to the extent
allocable to an employee's after-tax contributions (investment in the Contract).
If you or your Beneficiary receive a "lump sum distribu-
 
                                        9
<PAGE>   60
 
   
tion" (legally defined term), the taxable portion may be subject to special
5-year or 10-year income averaging treatment. Five-year forward averaging is
unavailable for distributions occurring after December 31, 1999. Ten-year income
averaging uses tax rates in effect for 1986, allows 20% capital gains treatment
for the taxable portion of a lump sum distribution attributable to years of
service before 1974, and is available if you were 50 or older on January 1,
1986.
    
 
     408(b) IRAs and SEPs. Distributions are taxed as ordinary income to the
recipient.
 
     457 Plans. Amounts received from an EDCP are includible in gross income for
the taxable year in which are paid or otherwise made available to the recipient.
 
     Unfunded Deferred Compensation Plans. Amounts received are includible in
gross income for the taxable year in which are paid or otherwise made available
to the recipient.
 
     Non-Qualified Contracts. Partial redemptions generally are taxed as
ordinary income to the extent of the accumulated income or gain under the
Contract if they are not received as an annuity under a Non-Qualified Contract
purchased after August 13, 1982 (or allocated to post-August 13, 1982 Purchase
Payments under a pre-existing Contract). Partial redemptions from a
Non-Qualified Contract purchased before August 14, 1982 are taxed only after the
Contract Owner has received all of his investment in the Contract. The amount
received in a complete redemption of a Non-Qualified Contract (regardless of the
date of purchase) will be taxed as ordinary income to the extent that it exceeds
the Contract Owners's investment in the Contract. Two or more Contracts
purchased from VALIC (or an affiliated company) by a Contract Owner within any
twelve-month period are treated as a single Contract for purposes of measuring
the income on a partial redemption or complete surrender.
 
     When payments are received as an annuity, the Contract Owner's investment
in the Contract is treated as received ratably and excluded ratably from gross
income as a tax-free return of capital, over the expected payment period of the
annuity. Individuals who begin receiving annuity payments on or after January 1,
1987 can exclude from income only their unrecovered investment in the Contract.
Upon death prior to recovering tax-free their entire investment in the Contract,
such individuals generally are entitled to deduct the unrecovered amount on
their final tax return.
 
SPECIAL TAX CONSEQUENCES -- EARLY
DISTRIBUTION
 
     403(b) Annuities, 401(a) and 403(a) Qualified Plans, 408(b) IRAs and
SEPs. Taxable distributions received before the recipient attains age 59 1/2
generally are subject to a 10% penalty tax in addition to regular income tax.
Distributions on account of the following generally are excepted from this
penalty tax:
 
(1) death;
 
(2) disability;
 
(3) separation from service after a 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 which do not exceed the employee's tax deductible medical
    expenses for the taxable year of receipt.
 
   
     457 Plans. Distributions generally may be made under an EDCP prior to
separation from service only for unforeseeable emergencies, or for amounts under
$3,500 for inactive Participants, and are includible in the recipient's gross
income in the year paid.
    
 
     Non-Qualified Contracts. A 10% penalty tax applies to the taxable portion
of a distribution received before age 59 1/2 under a Non-Qualified Contract,
unless the distribution is:
 
(1) to a Beneficiary on or after the Contract Owner's death;
 
(2) upon the Contract Owner's disability;
 
(3) part of a series of substantially equal annuity payments for the life or
    life expectancy of the Contract Owner, or the lives or joint life expectancy
    of the Contract Owner and Beneficiary;
 
(4) made under an immediate annuity contract, or
 
                                       10
<PAGE>   61
 
(5) allocable to Purchase Payments made before August 14, 1982.
 
SPECIAL TAX CONSEQUENCES -- REQUIRED DISTRIBUTIONS
 
   
     403(b) Annuities. Generally, minimum required distributions must commence
no later than April 1 of the calendar year following the later of the calendar
year in which the Participant attains age 70 1/2 or the calendar year in which
the Participant retires. Required distributions must be made over a period that
does not exceed the life or life expectancies of the Participant (or lives or
joint life expectancies of the Participant and Beneficiary). The minimum amount
payable can be determined several different ways. A penalty tax of 50% is
imposed on the amount by which the minimum required distribution in any year
exceeds the amount actually distributed in that year.
    
 
     Amounts accumulated under a Contract on December 31, 1986 may be paid in a
manner that meets the above rule or, alternatively:
 
(i)  must begin to be paid when 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 if a Participant's spouse is the joint annuitant.
Notwithstanding these pre-January 1, 1987 rules the entire contract balance must
meet the minimum distribution incidental benefit requirement of Section
403(b)(10).
 
     At the Participant's death before payout has begun, Contract amounts
generally either must be paid to the Beneficiary within 5 years, or must begin
within 1 year of death and be paid over the life or life expectancy of the
Beneficiary. If death occurs after commencement of (but before full) payout,
distributions generally must continue at least as rapidly as under the method
elected by the Participant and in effect at the time of death.
 
   
     401(a) and 403(a) Qualified Plans. Minimum distribution requirements for
Qualified Plans, are generally the same as described for 403(b) Annuities,
except that there is no exception for pre-1987 amounts.
    
 
     408(b) IRAs and SEPs. Minimum distribution requirements are generally the
same as described above for 403(b) Annuities, except that:
 
(1) there is no exception for pre-1987 amounts; and
 
(2) there is no available postponement, past April 1 of the calendar year
    following the calendar year in which age 70 1/2 is attained.
 
   
     457 Plans. Beginning January 1, 1989, the minimum distribution requirements
for EDCP's are generally the same as described above for 403(b) Annuities except
that there is no exception for pre-1987 amounts.
    
 
     Non-Qualified Contracts. Non-Qualified Contracts do not require
commencement of distributions at any particular time and do not limit the
duration of annuity payments.
 
     At the Participant's death before payout has begun, Contract amounts
generally either must be paid to the Beneficiary within 5 years, or must begin
within 1 year of death and be paid over the life or life expectancy of the
Beneficiary. If death occurs after commencement of (but before full) payout,
distributions generally must continue at least as rapidly as under the method
elected by the Participant at the time of death.
 
TAX-FREE ROLLOVERS, TRANSFERS AND
EXCHANGES
 
     403(b) Annuities. Tax free transfers between 403(b) annuity contracts
and/or 403(b)(7) custodial accounts, and tax-free rollovers from 403(b) programs
to IRAs or other 403(b) programs, are permitted under certain circumstances.
 
     401(a) and 403(a) Qualified Plans. The taxable portion of certain
distributions may be transferred in a tax-free rollover to an individual
retirement account or annuity, or to another such plan.
 
     408(b) IRAs. Funds may be transferred tax-free to an IRA Contract, from a
403(b) Annuity, or 401(a) or 403(a) Qualified Plan, under certain conditions.
These amounts may subsequently be rolled over on a tax-free basis to another
such plan or 403(b) Annuity Contract
 
                                       11
<PAGE>   62
 
from this "conduit" IRA. In addition, tax-free rollovers may be made from one
IRA to another provided that no more than one such rollover is made during any
twelve-month period.
 
     SEPs. Funds may be rolled over tax free from one SEP only to another SEP or
an IRA.
 
     457 Plans. Tax-free transfer of EDCP amounts are permitted only to another
EDCP.
 
     Unfunded Deferred Compensation Plans. Tax-free transfers or rollovers are
not allowed from these plans.
 
     Non-Qualified Contracts. Certain of the Non-Qualified single payment
deferred annuity Contracts permit the Contract Owner to exchange the Contract
for a new deferred annuity contract prior to the commencement of annuity
payments. The exchange of one annuity contract for another is a tax-free
transaction under Section 1035, but is reportable to the IRS.
 
EXCHANGE PRIVILEGE
 
     In the prospectus we described generally how under certain conditions we
will allow you to exchange from other fixed and/or variable contracts we issue
(other contracts) to Portfolio Director. These other contracts are listed in the
prospectus. A more detailed comparison of the features, charges and restrictions
between each of these listed other contracts and Portfolio Director is provided
below.
 
EXCHANGES FROM INDEPENDENCE PLUS
CONTRACTS
 
     Sales/Surrender Charges. Under an Independence Plus Contract, no sales
charge is deducted at the time a Purchase Payment is made, but a surrender
charge may be imposed on partial or total surrenders. The surrender charge may
not exceed 5% of any Purchase Payments withdrawn within five years of the date
such Purchase Payments were made. The most recent Purchase Payments are deemed
to be withdrawn first. Up to 10% of the Account Value may be surrendered in a
Participant Year without any surrender charge being imposed. Portfolio Director
imposes a similar surrender charge upon total or partial surrenders. Both the
Portfolio Director and Independence Plus Contracts have other similar provisions
where surrender charges are not imposed. However, Portfolio Director provides at
least one additional provision, not included in Independence Plus Contracts,
under which no surrender charge will be imposed. An additional provision allows
election of a systematic withdrawal method without surrender charges. (See
"Surrender Charges" in the prospectus.) For purposes of satisfying the
fifteen-year and five-year holding requirements described in "Surrenders
Charges" in the prospectus, Portfolio Director will be deemed to have been
issued on the same date as the Independence Plus Contract or certificate
thereunder, but no earlier than January 1, 1982. Purchase Payments exchanged
into Portfolio Director and which were made within five years before the date of
exchange will be treated as Purchase Payments under Portfolio Director for
purposes of calculating surrender charges. Exchanged payments will be deemed to
have been made under Portfolio Director on the date they were made to
Independence Plus Contracts for purposes of calculating the surrender charge
under Portfolio Director.
 
     Other Charges. Under the Independence Plus Contracts, a maintenance charge
of $20 is assessed for the first year and an annual charge of $15 is assessed
for the second and later years during the accumulation period. The charge is due
in quarterly installments. A daily fee is charged at the annual rate of 1% of
the daily net asset value allocable to the Variable Subaccounts to cover
administrative expenses (other than those covered by the annual charge) and
mortality risks assumed by the Company. For Portfolio Director, a quarterly
account maintenance charge of $3.75 is assessed for each calendar quarter during
the Purchase Period during which any Variable Account Option Account Value is
credited to a Participant's Account. The charge is to reimburse the Company for
some of the administrative expenses associated with the Variable Account
Options. No charge is assessed for any calendar quarter if the Account Value is
credited only to the Fixed Account Options throughout the quarter. Such charge
begins immediately if an exchange is made into any Variable Account Option
offered under Portfolio Director. The charge may also be reduced or waived by
the Company for Portfolio Director if the administrative expenses are expected
to be lower for that Contract. (See "Reduction or Waiver of Account Maintenance
Fee or Surrender Charges" in the
 
                                       12
<PAGE>   63
 
prospectus) To cover expenses not covered by the account maintenance charge and
to compensate the Company for assuming mortality risks under Portfolio Director,
an additional daily charge with an annualized rate of 1.00% or 1.25%, depending
upon the Variable Account Options selected, if any, on the daily net asset value
of VALIC Separate Account A is attributable to Portfolio Director. (See
"Separate Account Charges" in the prospectus)
 
   
     Investment Options. Under Independence Plus Contracts ten divisions of
VALIC Separate Account A are available variable investment alternatives, each
investing in shares of a different underlying fund of the Series Company
portfolio. The ten mutual funds are managed by the Company for advisory fees at
annual rates ranging from .29% to .50% of each respective portfolio's average
daily net assets. In addition, two fixed investment options are available. Under
Portfolio Director, sixteen divisions of VALIC Separate Account A are available,
thirteen of which invest in a different investment portfolio of the Series
Company and three divisions of which invest in other mutual fund portfolios.
These mutual fund portfolios are managed either by the Company, the Dreyfus
Corporation, or Templeton Investment Counsel Inc. for advisory fees at annual
rates ranging from .28% to .90% of each portfolio's or mutual fund's average
daily net assets. Two fixed investment options are also available.
    
 
     Annuity Options. Annuity options under Independence Plus Contracts provide
for payments on a fixed or variable basis, or a combination of both. The
Independence Plus Contract permits annuity payments for a designated period
between 3 and 30 years on a fixed basis only. Portfolio Director permits annuity
payments for a designated period between of 5 and 30 years on a fixed basis
only. Independence Plus Contracts and Portfolio Director both provide for
"betterment of rates." Under this provision, annuity payments for fixed
annuities will be based on mortality tables then being used by the Company, if
more favorable to the Annuitant than those included in the Contract.
 
EXCHANGES FROM V-PLAN CONTRACTS
 
     Sales/Surrender Charges. Under a V-Plan Contract, no sales charge is
deducted at the time a Purchase Payment is made, but a surrender charge may be
imposed on partial or total surrenders. The surrender charge is equal to 7% of
the Purchase Payments withdrawn within five years of the date such Purchase
Payments were made. The most recent Purchase Payments are deemed to be withdrawn
first. Up to 10% of the account value may be surrendered in a Participant Year
without any surrender charge being imposed. Portfolio Director also imposes a
surrender charge upon total or partial surrenders. However, the surrender charge
under Portfolio Director may not exceed 5% of any Purchase Payments withdrawn
within the most recent five years prior to the receipt of the surrender request
by the Company at its Home Office. V-Plan Contracts have other provisions where
surrender charges are not imposed. However, Portfolio Director provides at least
two additional provisions, not included in V-Plan Contracts, under which no
surrender charge will be imposed. Those Portfolio Director provisions include no
surrender charges on an election of the no charge systematic withdrawal method,
and where an employee-participant has maintained the account for a period of
five years and has attained the age 59 1/2. (See "Surrender Charges" in the
prospectus.) For purposes of satisfying the fifteen-year and five-year holding
requirements, Portfolio Director will be deemed to have been issued on the same
date as the V-Plan Contract or certificate thereunder, but no earlier than
January 1, 1982.
 
     If there is a total or partial surrender, Purchase Payments exchanged into
Portfolio Director and which were made within five years before the date of
exchange will be treated as Purchase Payments under Portfolio Director for
purposes of calculating surrender charges. Exchanged payments will be deemed to
have been made under Portfolio Director on the date they were made to the V-Plan
Contract for purposes of calculating the surrender charge under Portfolio
Director.
 
     Other Charges. There are no administrative and risk charges under V-Plan
Contracts. For Portfolio Director, a quarterly account maintenance charge of
$3.75 is assessed for each calendar quarter during the Purchase Period during
which any Variable Account Option Account Value is credited to a Participant's
Account. The charge is to reimburse the Company for some of the administrative
expenses associated with the Variable Account Options. No charge is assessed
 
                                       13
<PAGE>   64
 
for any calendar quarter if the Account Value is credited only to the Fixed
Account Options throughout the quarter. Such charges begin immediately if an
exchange is made into any Variable Account Option offered under Portfolio
Director. The charge may also be reduced or waived by the Company on Portfolio
Director if the administrative expenses are expected to be lower for that
Contract. (See "Reduction or Waiver of Account Maintenance Fee or Surrender
Charges" in the prospectus.) To cover expenses not covered by the account
maintenance charge and to compensate the Company for assuming mortality risks
under Portfolio Director, an additional daily charge with an annualized rate of
1.00% or 1.25%, depending upon the Variable Account Options selected, if any, on
the daily net asset value of the VALIC Separate Account A is attributable to
Portfolio Director. (See "Separate Account Charges" in the prospectus.)
 
     Investment Options. There are no variable investment alternatives provided
under V-Plan Contracts.
 
     Annuity Options. Annuity options under V-Plan Contracts provide for
payments on a fixed basis only. The V-Plan Contract permits annuity payments for
a designated period of 1 to 15 years. Under a V-Plan Contract, the designated
period option may, subject to adverse tax consequences, be commuted at any time
for its remaining value. Portfolio Director permits Payout Payments for a
designated period of between 5 and 30 years on a fixed basis only. Under
Portfolio Director, Payout Payments may be made on a fixed or variable basis, or
a combination of both. Portfolio Director does not provide for commutation.
V-Plan Contracts and Portfolio Director both provide for "betterment of rates."
Under this provision, Payout Payments for fixed annuities will be based on
mortality tables then being used by the Company, if more favorable to the
Annuitant than those included in the Contract.
 
EXCHANGES FROM SA-1 AND SA-2 CONTRACTS (GUP-64, GUP-74, GTS VA CONTRACTS)
 
     Sales/Surrender Charges. Under the SA-1 and SA-2 Contracts a sales and
administrative charge is deducted from each Purchase Payment. This charge ranges
from 5% of the first $5,000 of Purchase Payments to 3% of Purchase Payments in
excess of $15,000. If a SA-1 or SA-2 Contract is exchanged for Portfolio
Director the surrender charge under Portfolio Director will not apply to the
amount of Account Value applied to Portfolio Director ("Exchanged Amount").
Purchase Payments made to Portfolio Director, however, would be subject to
surrender charges. In the case of a partial surrender, all Purchase Payments to
Portfolio Director will be deemed to be withdrawn before any Exchanged Amount is
deemed to be withdrawn. No exchange pursuant to this offer will be allowed
within 120 days of a transfer of fixed accumulations under a SA-1 or SA-2
Contract to the variable portion of such Contract. Under Portfolio Director, no
sales charge is deducted at the time a Purchase Payment is made, but a surrender
charge may be imposed on partial or total surrenders. The surrender charge may
not exceed 5% of any Purchase Payments withdrawn within the most recent five
years prior to the receipt of the surrender request by the Company at its Home
Office. For purposes of this surrender charge, the most recent Purchase Payments
are deemed to be withdrawn first. (See "Surrender Charges" in the prospectus.)
 
     Other Charges. A charge of a percentage of each Purchase Payment is made
for administrative expenses for SA-1 and SA-2 Contracts. The charge is generally
1.25% and is included in the above sales and administrative charge. An
additional daily charge (at an annual rate of 1% of total net assets
attributable to SA-1 Contracts and ranging from .21% to .85% of total net assets
attributable to SA-2 Contracts) is made for mortality and expense risks assumed
by the Company under the variable portion of the Contract. The total of these
expenses and other charges is limited to a maximum of the rate imposed on SA-1
and SA-2 Contracts on April 1, 1987. (See prospectus for SA-1 and SA-2 contracts
dated April 20, 1987.) For Portfolio Director, a quarterly account maintenance
charge of $3.75 is assessed for each calendar quarter during the Purchase Period
during which any Variable Account Option Account Value is credited to a
Participant's Account. The charge is to reimburse the Company for some of the
administrative expenses associated with the Variable Account Options. No charge
is assessed for any calendar quarter if the Account Value is credited only to
the Fixed Account Options throughout the quarter. Such charge begins immediately
if an exchange is made into any Variable Account Option
 
                                       14
<PAGE>   65
 
offered under Portfolio Director. The charge may also be reduced or waived by
the Company on Portfolio Director if the administrative expenses are expected to
be lower for that Contract. (See "Reduction or Waiver of Account Maintenance Fee
or Surrender Charges" in the prospectus.) To cover expenses not covered by the
account maintenance charge and to compensate the Company for assuming mortality
risks under Portfolio Director, an additional daily charge with an annualized
rate of 1.00% or 1.25%, depending upon the Variable Account Options selected, if
any, on the average daily net asset value of the Separate Account is
attributable to Portfolio Director. (See "Separate Account Charges" in the
prospectus.)
 
     Investment Options. Under SA-1 and SA-2 Contracts only one division of
VALIC Separate Account A is available as a variable investment alternative. This
division invests in a portfolio of the Series Company. This portfolio is managed
by the Company for advisory fees at an annual rate of .29% of the portfolio's
average daily net assets. (Under a "grandfathering" arrangement, the total
advisory fees and certain other charges imposed against these Contracts are
limited to a maximum of the rate charged on April 1, 1987. See the prospectus
for these Contracts dated April 20, 1987.) Under Portfolio Director, sixteen
divisions of VALIC Separate Account A are available, thirteen of which invest in
a different investment portfolio of the Series Company and three divisions of
which invest in other mutual fund portfolios. These mutual fund portfolios are
managed by either the Company, The Dreyfus Corporation, or Templeton Investment
Counsel Inc., for advisory fees at annual rates ranging from .29% to .90% of
each portfolio's or mutual fund's average daily net assets. Additionally, two
fixed investment options are available under Portfolio Director.
 
     Annuity Options. Annuity options under the SA-1 and SA-2 Contracts provide
for payments on a fixed or variable basis, or a combination of both. The SA-1
Contract annuity payments under a designated period option are limited to 15
years on a fixed basis only. Under this Contract, the designated period option
may, subject to adverse tax consequences, be commuted at any time for its
remaining value. SA-2 Contracts do not provide a designated period option nor do
they provide for commutation. Portfolio Director permits Payout Payments for a
designated period of between 5 and 30 years on a fixed basis only. Portfolio
Director does not provide for commutation. The SA-1 and SA-2 Contracts make no
provision for transfers from a separate account to a fixed annuity during the
annuity period. This option, subject to certain conditions, is available under
Portfolio Director. The SA-1 Contracts provide an option for monthly variable
annuity payments to be made at a level payment basis during each year of the
annuity period. Portfolio Director does not provide this option. SA-1 and
Portfolio Director, but not SA-2 Contracts, both provide for "betterment of
rates." Under this provision, Payout Payments for fixed annuities will be based
on mortality tables then being used by the Company, if more favorable to the
Annuitant than those included in the Contract.
 
EXCHANGES FROM IMPACT CONTRACTS
 
     Sales/Surrender Charges. Under an Impact Contract, no sales charge is
deducted at the time a Purchase Payment is made, but a surrender charge may be
imposed on partial or total surrenders. The surrender charge is equal to 5% of
the Purchase Payments withdrawn within three years of the date such Purchase
Payments were made. The most recent Purchase Payments are deemed to be withdrawn
first. Portfolio Director also imposes a surrender charge upon total or partial
surrenders which may not exceed 5% of any Purchase Payments withdrawn within the
most recent five years prior to the receipt of the surrender request by the
Company at its Home Office. Portfolio Director also has other provisions where
surrender charges are not imposed. (See "Exceptions to Surrender Charge" in the
prospectus.) For purposes of satisfying the fifteen-year and five-year holding
requirements, Portfolio Director will be deemed to have been issued on the same
date as the Impact Contract, or certificate thereunder, but no earlier than
January 1, 1982. Only Purchase Payments exchanged into a Portfolio Director
which were made within three years before the date of exchange will be treated
as Purchase Payments under Portfolio Director for purposes of calculating
surrender charges. Exchanged payments will be deemed to have been made under
Portfolio Director on the date they were made to Impact Contracts for purposes
of calculating the surrender charge under Portfolio Director.
 
                                       15
<PAGE>   66
 
     Other Charges. Under Impact Contracts, a $30 annual charge is assessed once
a year to cover administrative expenses. The charge may, with prior regulatory
approval if required, be increased or decreased. In addition, a daily charge is
made at an annual rate of 1% of the net asset value allocable to the Impact
Contracts to cover administrative expenses (other than those covered by the
annual charge) and mortality risks assumed by the Company. For Portfolio
Director, a quarterly account maintenance charge of $3.75 is assessed for each
calendar quarter during the Purchase Period during which any Variable Account
Option Account Value is credited to a Participant's Account. The charge is to
reimburse the Company for some of the administrative expenses associated with
the Variable Account Options. No charge is assessed for any calendar quarter if
the Account Value is credited only to the Fixed Account Options throughout the
quarter. Such charge begins immediately if an exchange is made into any Variable
Account Option offered under Portfolio Director. The charge may also be reduced
or waived by the Company on Portfolio Director if the administrative expenses
are expected to be lower for that Contract. (See "Reduction or Waiver of Account
Maintenance Fee or Surrender Charges" in the prospectus.) To cover expenses not
covered by the account maintenance charge and to compensate the Company for
assuming mortality risks under Portfolio Director, an additional daily charge
with an annualized rate of 1.00% or 1.25%, depending upon the Variable Account
Options selected, if any, on the daily net asset value of the Separate Account
is attributable to Portfolio Director. (See "Separate Account Charges" in the
prospectus.)
 
     Investment Options. Under the Impact Contract five divisions of Separate
Account A are available as variable investment alternatives, each investing in
shares of a different underlying fund of the Series Company portfolio. The five
mutual funds are managed by the Company for advisory fees at annual rates
ranging from .29% to .50% of each respective portfolio's average daily net
assets. Under Portfolio Director, sixteen divisions of VALIC Separate Account A
are available, thirteen of which invest in a different investment portfolio of
the Series Company and three divisions of which invest in other mutual fund
portfolios. These mutual fund portfolios are managed by either the Company, The
Dreyfus Corporation, or Templeton Investment Counsel Inc., for advisory fees at
annual rates ranging from .29% to .90% of each portfolio's or mutual fund's
average daily net assets. In addition, two fixed investment options are
available under Portfolio Director.
 
     Annuity Options. Annuity options under Impact Contracts provide for
payments on a fixed or variable basis, or a combination of both. The Impact
Contract permits annuity payments for a designated period of 1 to 15 years on a
fixed basis only. Under an Impact Contract, the designated period option may,
subject to adverse tax consequences, be commuted at any time for its remaining
value. Portfolio Director permits Payout Payments for a designated period of
between 5 and 30 years on a fixed basis only. Portfolio Director does not
provide for commutation. Impact Contracts and the Portfolio Director both
provide for "betterment of rates." Under this provision, Payout Payments for
fixed annuities will be based on mortality tables then being used by the
Company, if more favorable to the Annuitant than those included in the Contract.
 
EXCHANGES FROM COMPOUNDER CONTRACTS
 
     Sales/Surrender Charges. Under a Compounder Contract a sales and
administrative charge is deducted from each Purchase Payment. This charge ranges
from 5% of the first $5,000 of Purchase Payments to 3% of Purchase Payments in
excess of $15,000. If a Compounder Contract is exchanged for Portfolio Director
the surrender charge under Portfolio Director will not apply to the amount of
Account Value applied to Portfolio Director. Purchase Payments made to Portfolio
Director, however, would be subject to the surrender charge under Portfolio
Director. In the case of a partial surrender, all Purchase Payments to Portfolio
Director will be deemed to be withdrawn before any Exchanged Amount is deemed to
be withdrawn. Under Portfolio Director, no sales charge is deducted at the time
a Purchase Payment is made, but a surrender charge may be imposed on partial or
total surrenders. The surrender charge may not exceed 5% of any Purchase
Payments withdrawn within the most recent five years prior to the receipt of the
surrender request by the Company at its Home Office. For purposes of this
surrender charge, the most recent Purchase Payments are deemed to be withdrawn
first. (See "Surrender Charges" in the prospectus.)
 
                                       16
<PAGE>   67
 
     Other Charges. A charge of a percentage of each Purchase Payment is made
for administrative expenses under a Compounder Contract. The charge is 1.25% and
is included in the above sales charge. For Portfolio Director, a quarterly
account maintenance charge of $3.75 is assessed for each calendar quarter during
the Purchase Period during which any Variable Account Option Account Value is
credited to a Participant's Account. The charge is to reimburse the Company for
some of the administrative expenses associated with the Variable Account
Options. No charge is assessed for any calendar quarter if the Account Value is
credited only to the Fixed Account Options throughout the quarter. Such charge
begins immediately if an exchange is made into any Variable Account Option
offered under Portfolio Director. The charge may also be reduced or waived by
the Company for Portfolio Director if the administrative expenses are expected
to be lower for that Contract. (See "Reduction or Waiver of Account Maintenance
Fee or Surrender Charges" in this prospectus.) To cover expenses not covered by
the account maintenance charge and to compensate the Company for assuming
mortality risks under Portfolio Director, an additional daily charge with an
annualized rate of 1.00% or 1.25%, depending upon the Variable Account Options
selected, if any, on the daily net asset value of the Separate Account is
attributable to Portfolio Director. (See "Separate Account Charges" in the
prospectus.)
 
     Investment Options. There are no variable investment alternatives provided
under Compounder Contracts.
 
     Annuity Options. Payout Payments under a Compounder Contract are on a fixed
basis only and the designated period option is limited to a period of 15 years.
However, under a Compounder Contract, the designated period option may, subject
to adverse tax consequences, be commuted at any time for its remaining value.
Portfolio Director allows Payout Payments be made on a fixed or variable basis,
or both. One option under the Portfolio Director provides for a designated
period of 5 and 30 years on a fixed basis only. Portfolio Director does not
provide for commutation. Unlike Portfolio Director, the Compounder Contracts
contain no "betterment of rates" provision.
 
INFORMATION WHICH MAY BE APPLICABLE TO
ANY EXCHANGE
 
     Guaranteed Annuity Rates. Mortality rates have improved since annuity rates
were developed for the other contracts. Therefore, the annuity rates guaranteed
in Portfolio Director are less favorable to Contract Owners and Annuitants than
those guaranteed in the other contracts. However, the current annuity rates
being charged for fixed annuities under the "betterment of rates" provisions
discussed above are more favorable than those guaranteed under Portfolio
Director or the other contracts. Of course, no assurance can be given that this
will continue to be true at the time of annuitization for a given contract.
Guaranteed annuity rate tables are set forth in your Contract or in current
endorsements thereto. Those guaranteed for Portfolio Director are set forth
therein, and copies may be obtained from one of the Company's Regional Offices
listed on the inside back cover of this prospectus.
 
     To satisfy a Federal tax law requirement, non-spouse beneficiaries under
Portfolio Director generally must receive the entire benefit payable upon the
death of the Annuitant over their life expectancy or within five years of the
Annuitant's death. This requirement may be inapplicable to certain other
contracts or certificates issued before January 19, 1985 if not exchanged.
 
                                       17
<PAGE>   68
 
                        CALCULATION OF SURRENDER CHARGE
 
     The surrender charge is discussed in the Prospectus under "Fees and Charges
- --Surrender Charge." 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>
2/1/91.........................  Purchase Payment                                      $10,000
2/1/92.........................  Purchase Payment                                       5,000
2/1/93.........................  Purchase Payment                                      15,000
2/1/94.........................  Purchase Payment                                       2,000
2/1/95.........................  Purchase Payment                                       3,000
2/1/96.........................  Purchase Payment                                       4,000
7/1/96.........................  Total Purchase Payments (Assumes
                                 Account Value is $50,000)                             39,000
</TABLE>
    
 
   
    Surrender Charge is lesser of (a) or (b):
 
<TABLE>
 <S>  <C>  <C>                                                           <C>
 a.   Surrender Charge calculated on 60 months of Purchase Payments
      1.   Surrender Charge against Purchase Payment of 2/1/91.........   $   0
      2.   Surrender Charge against Purchase Payment of 2/1/92 (0.05 X
           $5,000).....................................................   $ 250
      3.   Surrender Charge against Purchase Payment of 2/1/93 (0.05 X
           $15,000)....................................................   $ 750
      4.   Surrender Charge against Purchase Payment of 2/1/94 (0.05 X
           $2,000).....................................................   $ 100
      5.   Surrender Charge against Purchase Payment of 2/1/95 (0.05 X
           $3,000).....................................................   $ 150
      6.   Surrender Charge against Purchase Payment of 2/1/96 (0.05 X
           $4,000).....................................................   $ 200
           Surrender Charge based on Purchase Payments (1 + 2 + 3 + 4 +
           5 + 6)......................................................   $1,450
 
 b.   Surrender Charge calculated on the excess over 10% of the Account
      Value at the time of surrender:
      Account Value at time of surrender             $  50,000
      Less 10% not subject to Surrender Charge       -5,000
                                                            -----------
      Subject to Surrender Charge                          45,000
                                                               X    .05
                                                            -----------
      Surrender Charge based on Account
      Value       $   2,250 ...........................................   $2,250
 
 c.   Surrender Charge is the lesser of a or b.........................   $1,450
</TABLE>
    
 
 ILLUSTRATION OF SURRENDER CHARGE ON A 10% PARTIAL SURRENDER FOLLOWED BY A FULL
 SURRENDER
     Example 2.
                TRANSACTION HISTORY (ASSUMES NO INTEREST EARNED)
 
   
<TABLE>
<CAPTION>
             DATE                                    TRANSACTION                       AMOUNT
             ----                                    -----------                       ------
<S>                              <C>                                                  <C>
2/1/91.........................  Purchase Payment                                      $10,000
2/1/92.........................  Purchase Payment                                       5,000
2/1/93.........................  Purchase Payment                                      15,000
2/1/94.........................  Purchase Payment                                       2,000
2/1/95.........................  Purchase Payment                                       3,000
2/1/96.........................  Purchase Payment                                       4,000
7/1/96.........................  10% Partial Surrender (Assumes                         3,900
                                 Account Value is $39,000)
8/1/96.........................  Full Surrender                                        35,100
</TABLE>
    
 
     a. Since this is the first partial surrender in this participant year,
        calculate the excess over 10% of the value of the Purchase Units
 
       10% of $39,000 = $3,900 [no charge on this 10% withdrawal]
 
     b. The Account Value upon which Surrender Charge on the Full Surrender may
        be calculated (levied) is $39,000 - $3,900 = $35,100
 
     c. The Surrender Charge calculated on the Account Value withdrawn $35,100 X
        .05 = $1,755
 
     d. Since only $29,000 has been paid in Purchase Payments in the 60 months
        prior to the Full Surrender, the charge can only be calculated on
        $29,000. The $3,900 partial withdrawal does not reduce this amount.
        Thus, the charge is $29,000 X (0.05) = $1,450.
 
                                       18
<PAGE>   69
 
                              PURCHASE UNIT VALUE
 
     The calculation of Purchase Unit value is discussed in the Prospectus under
"Purchase Period." The following illustrations show a calculation of a new Unit
value and the purchase of Purchase Units (using hypothetical examples):
 
ILLUSTRATION OF CALCULATION OF PURCHASE UNIT VALUE
 
     Example 3.
 
<TABLE>
    <S>                                                           <C>
    1. Purchase Unit value, beginning of period.................   $ 1.800000
    2. Value of Fund share, beginning of period.................   $21.200000
    3. Change in value of Fund share............................   $  .500000
    4. Gross investment return (3)/(2)..........................      .023585
    5. Daily mortality and expense charge.......................      .000027
    6. Net investment return (4)-(5)............................      .023558
    7. Net investment factor 1.000000+(6).......................     1.023558
    8. Purchase Unit value, end of period (1)X(7)...............   $ 1.842404
</TABLE>
 
ILLUSTRATION OF PURCHASE OF PURCHASE UNITS (ASSUMING NO STATE PREMIUM TAX)
 
     Example 4.
 
<TABLE>
    <S>                                                           <C>
    1. First Periodic Purchase Payment..........................   $100.00
    2. Purchase Unit value on effective date of purchase (see
       Example 3)...............................................   $  1.800000
    3. Number of Purchase Units purchased (1)/(2)...............     55.556
    4. Purchase Unit value for valuation date following purchase
       (see Example 3)..........................................   $  1.842404
    5. Value of Purchase Units in account for valuation date
    following
       purchase (3)X(4).........................................   $102.36
</TABLE>
 
                            PERFORMANCE CALCULATIONS
 
                          MONEY MARKET DIVISION YIELDS
               CALCULATION OF YIELD FOR MONEY MARKET DIVISION SIX
   
                           7-Day Current Yield: 3.92%
    
       ILLUSTRATION OF CALCULATION OF YIELD FOR MONEY MARKET DIVISION SIX
 
     Example 5.
 
   
     The yield quotation above is based on the seven days ended December 31,
1996, 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 Purchase Unit at the beginning of the period,
subtracting a hypothetical charge reflecting deductions from Contract Owner
accounts, and dividing the difference by the value of the account at the
beginning of the base period to obtain the base period return and then
multiplying the base period return by 365/7.
    
 
          CALCULATION OF EFFECTIVE YIELD FOR MONEY MARKET DIVISION SIX
   
                          7-Day Effective Yield: 3.99%
    
  ILLUSTRATION OF CALCULATION OF EFFECTIVE YIELD FOR MONEY MARKET DIVISION SIX
 
     Example 6.
 
   
     The effective yield quotation above is based on the seven days ended
December 31, 1996, 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 Purchase Unit at the beginning of
    
 
                                       19
<PAGE>   70
 
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
           STANDARDIZED YIELD FOR DIVISIONS SEVEN, EIGHT AND THIRTEEN
 
   CALCULATION OF STANDARDIZED YIELD FOR DIVISIONS SEVEN, EIGHT AND THIRTEEN
 
   
<TABLE>
<CAPTION>
                                                               DIV 7         DIV 8         DIV 13
                                                              --------      --------      --------
<S>                                                           <C>           <C>           <C>
Standardized Yield..........................................   5.34%         4.92%         3.49%
</TABLE>
    
 
ILLUSTRATION OF CALCULATION OF STANDARDIZED YIELD FOR DIVISIONS SEVEN, EIGHT AND
THIRTEEN
 
     Example 7.
 
   
     The yield quotation based on a 30-day period ended December 31, 1996, 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 
Purchase 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 Purchase Units outstanding
                       during the period
 
                 d  =  the maximum offering price per Purchase Unit on the last day
                       of the period
</TABLE>
 
     Yield on each Division is earned from dividends declared and paid by the
Fund, which are
automatically reinvested in Fund shares.
 
                                       20
<PAGE>   71
 
                   CALCULATION OF AVERAGE ANNUAL TOTAL RETURN
 
   
     Average Annual Total Return quotations for the 1, 3, 5, and 10 year periods
ended December 31, 1996, the date of the most recent balance sheet included in
this registration statement, are computed by finding the average annual com-
 
pounded rates of 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
                         periods of a hypothetical $1,000 Purchase Payment made at
                         the beginning of the 1, 3, 5, or 10 year periods (or
                         fractional portion thereof)
</TABLE>
 
     The Company may advertise standardized average annual total return which,
includes the surrender charge of up to 5% of Gross Purchase Payments received
during the most recent 60 months as well as non-standardized average annual
total returns which does not include a surrender charge or maintenance fee.
 
     There is no sales charge for reinvested dividends. All recurring fees have
been deducted. For fees which vary with the account size, an account size equal
to that of the median account size has been assumed. Ending redeemable value has
been determined assuming a complete redemption at the end of the 1, 3, 5 or 10
year period and deduction of all nonrecurring charges at the end of each such
period.
 
                            PERFORMANCE INFORMATION
 
HYPOTHETICAL $10,000 ACCOUNT VALUE AND
CUMULATIVE RETURN AS COMPARED TO BENCHMARKS TABLES.
 
     The following tables show the Hypothetical $10,000 Account Value and
Cumulative Return of each Division as compared to the benchmarks shown. Because
the Funds underlying Divisions Fifteen, Sixteen and Seventeen began operations
on April 29, 1994, performance information for those Divisions is based on
performance of comparable funds managed by the subadvisers for the Funds. The
performance information presented for all other Divisions represents actual Fund
performance.
 
     These performance calculations for the Divisions, and the methods used for
calculating them, are explained in the prospectus. (See "How To Review
Investment Performance of Separate Account Divisions" and "Variable Account
Options" in the prospectus.)
 
     These tables compare hypothetical investment performance and percentage
changes in Purchase Unit values with the results of several benchmarks,
representing unmanaged market indices. The performance information has been
adjusted to reflect mortality and expense risk charges. Surrender charges,
maintenance charges and premium taxes are not deducted. The effect of these
charges is to reduce total return to a Contract Owner. 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 calcu-
 
                                       21
<PAGE>   72
 
late 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 Purchase Unit Value. No sales load, administrative
charges, or any other expenses have been deducted from the index calculations.
 
     Additionally, the performance of a Division may from time to time be
compared with other Indexes which have been deemed by the Company relevant to
the Division.
 
     These benchmarks do not reflect any charges for investment advisory fees,
brokerage commissions or other fees and expenses of the type charged at either
the Separate Account or Fund level. Therefore, the comparisons with these
benchmarks are of limited use.
 
     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.
 
PERFORMANCE COMPARED TO MARKET INDICES
 
   
     The performance of Stock Index Division Ten, Social Awareness Division
Twelve, the Growth Division Fifteen, the Growth & Income Division Sixteen, and
the Science & Technology Division Seventeen may be compared to the record of the
Standard & Poor's(R) Corporation ("S&P(R)")* Composite Stock Price Index ("S&P
500 Index"). The S&P 500(R) Index is a well known measure of the price
performance of 500 leading larger domestic stocks which represents approximately
70% of the market capitalization of the United States equity market. The index
is an unmanaged weighted index of 500 industrial, transportation, utility and
financial companies.
    
 
   
     The performance of MidCap Index Division Four may be compared to the record
of the S&P MidCap 400 Index. The S&P MidCap 400 Index was developed in 1991 by
S&P to track the stock market performance of medium-capitalization domestic
stocks. The S&P MidCap 400 Index is market weighted and consists of 400 stocks
of domestic companies having a median market capitalization of approximately
$1.37 billion. Stocks included in the S&P MidCap 400 Index are chosen on the
basis of their market size, liquidity and industry group representation. No
stocks included in the S&P 500 Index are included in the S&P MidCap 400 Index.
    
 
     The performance of Money Market Division Six may be compared to the
Certificate of Deposit Primary Offering by New York City Banks, 30 Day Index.
The index is a money market index which reflects the average rate paid by New
York Banks on certificates of deposit of more than $100,000. The Index for 30
days is published daily.
 
   
     The performance of Capital Conservation Division Seven may be compared to
the Merrill Lynch Corporate Master Index. The Merrill Lynch Corporate Master
Index consists of an index of approximately 3,600 corporate bond holdings of
which assets are rated BBB- to AAA. The average years to maturity of these
corporate bond holdings are approximately 12 years.
    
 
     Performance of Government Securities Division Eight may be compared to the
Lehman Brothers U.S. Treasury Composite Index. The Lehman Brothers U.S. Treasury
Composite Index consists of an index of approximately 170 government securities
issues with all such issues having a maturity of greater than one year.
 
     The performance of International Equities Division Eleven may be compared
to the Morgan Stanley Capital International Europe, Australia and Far East Index
("EAFE Index"). The EAFE Index, which commenced in 1969, is an unmanaged stock
index consisting of more than 1,000 companies from Europe, Australia and the Far
East. The index is capitalization weighted. It is a well known measure for
international stock performance. Total returns (with income reinvested)
 
- ---------------
 
* "Standard & Poor's(R)", "S&P(R)", "S&P 500(R)" and "S&P MidCap 400(R)" are
  trademarks of Standard and Poor's ("S&P"). 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.
 
                                       22
<PAGE>   73
 
for the EAFE Index are published using two methods. The first method includes
gross income (income earned without subtracting foreign income taxes which may
be withheld from foreign investors). The second method includes net income
(income earned after subtracting estimated foreign taxes). The Division
currently compares its performance with the index using the second method.
 
   
     The performance of the International Government Bond Fund Division Thirteen
may be compared to the Salomon Brothers Non-US Dollar World Government Bond
Index ("Salomon Index"). Total returns with income reinvested for the Salomon
index are published using two methods. The first method includes gross income
(income earned without subtracting foreign income taxes which may be withheld
from foreign investors). The second method includes net income (income earned
after subtracting estimated foreign taxes). The Division currently compares its
performance with the index using the second method. The Salomon Index is an
unmanaged aggregate index composed of 673 issues from fifteen foreign countries.
These countries include Austria, Australia, Belgium, Canada, Denmark, Finland,
France, Germany, Italy, Japan, the Netherlands, Spain, Sweden, Switzerland and
the United Kingdom.
    
 
     The performance of the Small Cap Index Division Fourteen and the Dreyfus
Small Cap Division Eighteen may be compared with the Russell 2000(R) Index
("Russell 2000").** The Russell 2000 was developed in 1984 by the Frank Russell
Company to track the stock market performance of small capitalization domestic
stocks. The Russell 2000 is market weighted and consists of approximately 2000
stocks. Stocks included in the Russell 2000 are chosen by the Frank Russell
Company on the basis of their market size.
 
   
     The performance of Timed Opportunity Division Five may be compared to a
benchmark comprised of a weighted average of three market sectors corresponding
to the three market sectors in which the Division, through the Timed Opportunity
Fund, will invest as follows: 55% in equity securities, 35% in intermediate or
long-term debt securities and 10% in money market or short-term debt securities,
regardless of the Division's actual asset allocation. The performance of the
equity securities sector of the Division may be compared to the S&P 500 Index.
The performance of the intermediate or long-term debt securities sector may be
compared to the Merrill Lynch Corporate and Government Master Index. The Merrill
Lynch Corporate and Government Master Index consists of an index of
approximately 5,000 corporate and government bond holdings. The average maturity
of these corporate bond holdings is approximately 10 years. The performance of
the money market or short-term debt securities sector may be compared to the
Certificate of Deposit Primary Offering by New York City Banks, 30 Day Index.
    
 
     The performance of the Templeton Asset Allocation Division Nineteen may be
compared to a benchmark comprised of a weighted average of three market sectors
corresponding to the sectors in which the Division, through the Templeton Asset
Allocation Fund, will invest as follows: 55% in equity securities, 35% in
intermediate or long-term debt securities and 10% in money market or short-term
debt securities, regardless of the Division's actual asset allocation. The
performance of the equity securities sector of the Division may be compared to
the Morgan Stanley Capital International World Index ("MSCI World Index"). The
performance of the intermediate or long-term debt securities sector may be
compared to the Salomon Brothers Non-US Dollar World Government Bond Index
("Salomon World Index"). The performance of the money market or short-term debt
securities sector may be compared to the Certificate of Deposit Primary Offering
by New York City Banks, 30 Day Index. Total returns (with income reinvested) for
the MSCI World Index and the Salomon World Index are published using two
methods. The first method includes gross income (income earned without
subtracting foreign income taxes which may be withheld from foreign investors).
The second method includes net income (income earned after subtracting estimated
foreign taxes). The Division currently compares its performance with these
indexes using the second method. The MSCI World Index is an unmanaged
capitalization
 
- ---------------
 
** The Russell 2000(R) Index is a trademark/service mark of the Frank Russell
   Trust Company. Russell TM is a trademark of the Frank Russell Company.
 
                                       23
<PAGE>   74
 
   
weighted index consisting of more than 1,500 issues from 22 countries as well as
certain South African gold mining issues. The countries include Australia,
Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland,
Italy, Japan, Malaysia, The Netherlands, New Zealand, Norway, Singapore, Spain,
Sweden, Switzerland, the United Kingdom, and the United States. The Salomon
World Index is an unmanaged aggregate index composed of approximately 850 issues
from seventeen countries. The countries include Australia, Austria, Belgium,
Canada, Denmark, Finland, France, Ireland, Germany, Italy, Japan, The
Netherlands, Spain, Sweden, Switzerland, the United Kingdom and the United
States.
    
 
     The performance of the Templeton International Division Twenty may be
compared to the Morgan Stanley Capital International World Index ("MSCI World
Index"). Total returns (with income reinvested) for the MSCI World Index is
published using two methods. The first method includes gross income (income
earned without subtracting foreign income taxes which may be withheld from
foreign investors). The second method includes net income (income earned after
subtracting estimated foreign taxes). The Division currently compares its
performance with the index using the second method. The MSCI World Index is an
unmanaged capitalization weighted index consisting of more than 1,500 issues
from 22 countries as well as certain South African gold mining issues. The
countries include Australia, Austria, Belgium, Canada, Denmark, Finland, France,
Germany, Hong Kong, Ireland, Italy, Japan, Malaysia, The Netherlands, New
Zealand, Norway, Singapore, Spain, Sweden, Switzerland, the United Kingdom, and
the United States.
 
                                       24
<PAGE>   75
 
See "How to Review Investment Performance of Separate Account Divisions" in the
prospectus for information about how these returns were calculated.
 
Stock Index Division Ten Performance Compared to S&P 500 Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
        ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE APRIL 20, 1987
 
   
<TABLE>
<CAPTION>
                             STOCK INDEX                                             S&P 500
                             DIVISION TEN                                             INDEX
- ----------------------------------------------------------------------            -------------
<S>                                                      <C>                      <C>
04/20/87...............................................  $      10,000            $      10,000
12/31/87...............................................          8,562                    8,722
12/31/88...............................................          9,687                   10,171
12/31/89...............................................         12,388                   13,394
12/31/90...............................................         11,790                   12,978
12/31/91...............................................         15,056                   16,932
12/31/92...............................................         15,897                   18,222
12/31/93...............................................         17,293                   20,059
12/31/94...............................................         17,241                   20,323
12/31/95...............................................         23,439                   27,960
12/31/96...............................................         28,484                   34,383
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                        (PERIOD ENDED DECEMBER 31, 1996)
 
   
<TABLE>
<CAPTION>
                                                  SINCE
                                                INCEPTION*     5 YEARS      3 YEARS       1 YEAR
                                                ----------     --------     --------     --------
<S>                                             <C>            <C>          <C>          <C>
Investment Division
     Stock Index Division Ten.................    184.84%       89.18%       64.71%       21.53%
Benchmark Comparison
     S&P 500 Index............................    243.83%      103.06%       71.41%       22.97%
</TABLE>
    
 
- ---------------
 
* This Division was initiated on April 20, 1987.
 
MidCap Index Division Four* Performance Compared to S&P 500 Index and S&P MidCap
400 Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE OCTOBER 13, 1982
 
   
<TABLE>
<CAPTION>
                                                                                             S&P
                                                                      S&P                  MIDCAP
                     MIDCAP INDEX                                     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
12/31/96................................         32,726                 95,892                102,009
</TABLE>
    
 
                                       25
<PAGE>   76
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1996)
    
 
   
<TABLE>
<CAPTION>
                                     SINCE
                                   INCEPTION*     10 YEARS     5 YEARS      3 YEARS       1 YEAR
                                   ----------     --------     --------     --------     --------
<S>                                <C>            <C>          <C>          <C>          <C>
Investment Division
     Division Four...............    227.26%      142.14%       76.13%       44.84%       17.61%
Benchmark Comparison
     S&P 500 Index...............    858.92%      314.88%      103.06%       71.41%       22.97%
     S&P MidCap 400 Index........    920.09%      338.81%       91.98%       50.54%       19.24%
</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 purchase 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.
 
Small Cap Index Division Fourteen Performance Compared to Russell 2000 Index(R)
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
         ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE MAY 1, 1992
 
   
<TABLE>
<CAPTION>
                                                                                     RUSSELL
                           SMALL CAP INDEX                                            2000
                          DIVISION FOURTEEN                                           INDEX
- ----------------------------------------------------------------------            -------------
<S>                                                      <C>                      <C>
05/01/92...............................................  $      10,000            $      10,000
12/31/92...............................................         11,128                   11,416
12/31/93...............................................         12,772                   13,571
12/31/94...............................................         12,223                   13,324
12/31/95...............................................         15,449                   17,114
12/31/96...............................................         17,854                   19,937
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                        (PERIOD ENDED DECEMBER 31, 1996)
 
   
<TABLE>
<CAPTION>
                                                                SINCE
                                                              INCEPTION*     3 YEARS       1 YEAR
                                                              ----------     -------      --------
<S>                                                           <C>            <C>          <C>
Investment Division
     Small Cap Index Division Fourteen......................     78.54%       39.79%       15.57%
Benchmark Comparison
     Russell 2000...........................................     99.37%       46.91%       16.49%
</TABLE>
    
 
- ---------------
 
* This Division was initiated May 1, 1992.
 
International Equities Division Eleven Performance Compared to EAFE Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE OCTOBER 2, 1989
 
   
<TABLE>
<CAPTION>
                        INTERNATIONAL EQUITIES                                        EAFE
                           DIVISION ELEVEN                                            INDEX
- ----------------------------------------------------------------------            -------------
<S>                                                      <C>                      <C>
10/02/89...............................................  $      10,000            $      10,000
12/31/89...............................................         10,284                   10,467
12/31/90...............................................          8,134                    8,013
12/31/91...............................................          8,952                    8,984
12/31/92...............................................          7,671                    7,891
12/31/93...............................................          9,864                   10,460
12/31/94...............................................         10,545                   11,274
12/31/95...............................................         11,565                   12,537
12/31/96...............................................         12,229                   13,295
</TABLE>
    
 
                                       26
<PAGE>   77
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1996)
    
 
   
<TABLE>
<CAPTION>
                                                  SINCE
                                                INCEPTION*     5 YEARS      3 YEARS       1 YEAR
                                                ----------     -------      -------       ------
<S>                                             <C>            <C>          <C>          <C>
Investment Division
     International Equities Division Eleven...      22.29%       36.60%       23.98%        5.75%
Benchmark Comparison
     EAFE Index...............................      32.95%       47.98%       27.11%        6.05%
</TABLE>
    
 
- ---------------
 
* This Division was initiated on October 2, 1989.
 
Templeton International Division Twenty Performance Compared to MSCI World Index
 
                      HYPOTHETICAL $10,000 ACCOUNT VALUE*
         ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE MAY 1, 1992
 
   
<TABLE>
<CAPTION>
                                                                               MSCI
                      TEMPLETON INTERNATIONAL                                 WORLD
                          DIVISION TWENTY                                     INDEX
- -------------------------------------------------------------------          --------
<S>                                                        <C>               <C>
05/01/92.................................................  $10,000           $10,000
12/31/92.................................................    9,311            10,182
12/31/93.................................................   13,549            12,474
12/31/94.................................................   13,077            13,107
12/31/95.................................................   14,952            15,823
12/31/96.................................................   18,317            17,955
</TABLE>
    
 
                  CUMULATIVE RETURN COMPARED TO MARKET INDEX*
                        (PERIOD ENDED DECEMBER 31, 1996)
 
   
<TABLE>
<CAPTION>
                                                              SINCE
                                                            INCEPTION*     3 YEARS      1 YEAR*
                                                            ----------     -------      -------
<S>                                                         <C>            <C>          <C>
Investment Division
     Templeton International Division Twenty..............     83.17%       35.19%       22.50%
Benchmark Comparison
     MSCI World Index.....................................     79.55%       43.95%       13.48%
</TABLE>
    
 
- ---------------
 
* The hypothetical account illustration and cumulative returns were calculated
  on a pro forma basis. Therefore, the inception date used for the Templeton
  International Fund Division 20 was May 1, 1992, the inception of the
  underlying fund. Current contract charges have been assessed in determining
  pro forma hypothetical account values and cumulative returns.
 
Dreyfus Small Cap Division Eighteen Performance Compared to Russell 2000
 
                      HYPOTHETICAL $10,000 ACCOUNT VALUE*
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE AUGUST 31, 1990
 
   
<TABLE>
<CAPTION>
                         DREYFUS SMALL CAP                                   RUSSELL
                         DIVISION EIGHTEEN                                    INDEX
- -------------------------------------------------------------------          --------
<S>                                                       <C>                <C>
08/31/90................................................  $ 10,000           $10,000
12/31/90................................................    10,168             9,577
12/31/91................................................    26,105            13,996
12/31/92................................................    44,181            16,572
12/31/93................................................    73,477            19,701
12/31/94................................................    78,125            19,341
12/31/95................................................    99,825            24,844
12/31/96................................................   114,938            28,942
</TABLE>
    
 
                                       27
<PAGE>   78
 
                  CUMULATIVE RETURN COMPARED TO MARKET INDEX*
                        (PERIOD ENDED DECEMBER 31, 1996)
 
   
<TABLE>
<CAPTION>
                                                 SINCE
                                               INCEPTION*    5 YEARS     3 YEARS      1 YEAR
                                               ----------    -------     -------      ------
<S>                                            <C>           <C>         <C>         <C>
Investment Division
     Dreyfus Small Cap Division Eighteen.....  1,049.38%     340.28%      56.43%      15.14%
Benchmark Comparison
     Russell 2000............................    189.42%     106.80%      46.91%      16.49%
</TABLE>
    
 
- ---------------
 
* The hypothetical account illustration and cumulative returns were calculated
  on a pro forma basis. Therefore, the inception date used for the Dreyfus Small
  Cap Fund Division 18 was August 31, 1990, the inception of the underlying
  fund. Current contract charges have been assessed in determining pro forma
  hypothetical account values and cumulative returns.
 
Growth Division Fifteen Performance Compared to S&P 500 Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
        ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE APRIL 29, 1994
 
   
<TABLE>
<CAPTION>
                              GROWTH                                         S&P 500
                         DIVISION FIFTEEN                                     INDEX
- -------------------------------------------------------------------          --------
<S>                                                        <C>               <C>
04/29/94.................................................  $10,000           $10,000
12/31/94.................................................   10,018            10,532
12/31/95.................................................   14,667            14,489
12/31/96.................................................   17,333            17,817
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                        (PERIOD ENDED DECEMBER 31, 1996)
 
   
<TABLE>
<CAPTION>
                                                  SINCE
                                                INCEPTION*     5 YEARS      3 YEARS       1 YEAR
                                                ----------     -------      -------       ------
<S>                                             <C>            <C>          <C>          <C>
Investment Division
     Growth Division Fifteen..................      73.33%        --           --          18.18%
Benchmark Comparison
     S&P 500 Index............................      78.17%        --           --          22.97%
</TABLE>
    
 
- ---------------
 
* The Fund underlying this Division was initiated on April 29, 1994.
 
Growth & Income Division Sixteen Compared to S&P 500 Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
        ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE APRIL 29, 1994
 
   
<TABLE>
<CAPTION>
                          GROWTH & INCOME                                    S&P 500
                         DIVISION SIXTEEN                                     INDEX
- -------------------------------------------------------------------          --------
<S>                                                        <C>               <C>
04/29/94.................................................  $10,000           $10,000
12/31/94.................................................    9,932            10,532
12/31/95.................................................   12,966            14,489
12/31/96.................................................   15,831            17,817
</TABLE>
    
 
                                       28
<PAGE>   79
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1996)
    
 
   
<TABLE>
<CAPTION>
                                                  SINCE
                                                INCEPTION*     5 YEARS      3 YEARS       1 YEAR
                                                ----------     -------      -------       ------
<S>                                             <C>            <C>          <C>          <C>
Investment Division
     Growth & Income Division Sixteen.........      58.31%        --           --          22.10%
Benchmark Comparison
     S&P 500 Index............................      78.17%        --           --          22.97%
</TABLE>
    
 
- ---------------
 
* The Fund underlying this Division was initiated on April 29, 1994.
 
Capital Conservation Division Seven Performance Compared to Merrill Lynch
Corporate Master Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 16, 1986
 
   
<TABLE>
<CAPTION>
                                                                              MERRILL LYNCH
                       CAPITAL CONSERVATION                                  CORPORATE MASTER
                          DIVISION SEVEN                                          INDEX
- -------------------------------------------------------------------          ----------------
<S>                                                        <C>               <C>
01/16/86.................................................  $10,000                   $10,000
12/31/86.................................................   10,477                    11,609
12/31/87.................................................   10,186                    11,823
12/31/88.................................................   10,789                    12,976
12/31/89.................................................   11,936                    14,808
12/31/90.................................................   11,784                    15,899
12/31/91.................................................   13,669                    18,799
12/31/92.................................................   14,702                    20,514
12/31/93.................................................   16,301                    23,064
12/31/94.................................................   15,153                    22,288
12/31/95.................................................   18,120                    27,097
12/31/96.................................................   18,255                    28,015
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1996)
    
 
   
<TABLE>
<CAPTION>
                                             SINCE
                                           INCEPTION*   10 YEARS   5 YEARS   3 YEARS   1 YEAR
                                           ----------   --------   -------   -------   ------
<S>                                        <C>          <C>        <C>       <C>       <C>
Investment Division
     Capital Conservation Division
       Seven.............................    82.55%      74.24%    33.55%    11.99%     0.75%
Benchmark Comparison
     Merrill Lynch Corporate Master
       Index.............................   180.15%     141.33%    49.02%    21.47%     3.39%
</TABLE>
    
 
- ---------------
 
* This Division was initiated on January 16, 1986.
 
                                       29
<PAGE>   80
 
Government Securities Division Eight Performance Compared to Lehman Brothers
U.S. Treasury
Composite Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 16, 1986
 
   
<TABLE>
<CAPTION>
                       GOVERNMENT SECURITIES                                  U.S. TREASURY
                          DIVISION EIGHT                                     COMPOSITE INDEX
- -------------------------------------------------------------------          ---------------
<S>                                                        <C>               <C>
01/16/86.................................................  $10,000                  $10,000
12/31/86.................................................   10,461                   11,630
12/31/87.................................................   10,120                   11,862
12/31/88.................................................   10,621                   12,694
12/31/89.................................................   11,792                   14,516
12/31/90.................................................   12,371                   15,765
12/31/91.................................................   14,052                   18,187
12/31/92.................................................   14,915                   19,502
12/31/93.................................................   16,362                   21,597
12/31/94.................................................   15,472                   20,857
12/31/95.................................................   17,995                   24,684
12/31/96.................................................   18,157                   25,369
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1996)
    
 
   
<TABLE>
<CAPTION>
                                    SINCE
                                  INCEPTION*     10 YEARS     5 YEARS      3 YEARS       1 YEAR
                                  ----------     --------     -------      -------       ------
<S>                               <C>            <C>          <C>          <C>          <C>
Investment Division
     Government Securities Divi-
       sion Eight...............      81.57%       73.57%       29.21%       10.97%        0.90%
Benchmark Comparison
     U.S. Treasury Composite In-
       dex......................     153.69%      118.13%       39.49%       17.47%        2.77%
</TABLE>
    
 
- ---------------
 
* This Division was initiated on January 16, 1986.
 
International Government Bond Division Thirteen Performance Compared to Salomon
Brothers
Non-U.S. Dollar World Government Bond Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE OCTOBER 1, 1991
 
   
<TABLE>
<CAPTION>
                                                                              SALOMON BROS.
                                                                             NON-U.S. DOLLAR
                                                                                  WORLD
                   INTERNATIONAL GOVERNMENT BOND                               GOVERNMENT
                         DIVISION THIRTEEN                                     BOND INDEX
- -------------------------------------------------------------------          ---------------
<S>                                                        <C>               <C>
10/01/91.................................................  $10,000                  $10,000
12/31/91.................................................   10,905                   11,042
12/31/92.................................................   11,128                   11,540
12/31/93.................................................   12,583                   13,246
12/31/94.................................................   13,014                   13,999
12/31/95.................................................   15,308                   16,692
12/31/96.................................................   15,822                   17,331
</TABLE>
    
 
                                       30
<PAGE>   81
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1996)
    
 
   
<TABLE>
<CAPTION>
                                                   SINCE
                                                 INCEPTION*     5 YEARS      3 YEARS       1 YEAR
                                                 ----------     -------      -------       ------
<S>                                              <C>            <C>          <C>          <C>
Investment Division
     International Government Bond Division
       Thirteen................................      58.22%       45.09%       25.74%        3.36%
Benchmark Comparison
     Salomon Bros. Non-U.S. Dollar World
       Government Bond Index...................      73.31%       56.96%       30.84%        3.83%
</TABLE>
    
 
- ---------------
 
* This Division was initiated on October 1, 1991.
 
Social Awareness Division Twelve Performance Compared to S&P 500 Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE OCTOBER 2, 1989
 
   
<TABLE>
<CAPTION>
                         SOCIAL AWARENESS                                    S&P 500
                          DIVISION TWELVE                                     INDEX
- -------------------------------------------------------------------          -------
<S>                                                        <C>               <C>
10/02/89.................................................  $10,000           $10,000
12/31/89.................................................   10,100            10,214
12/31/90.................................................    9,877             9,897
12/31/91.................................................   12,506            12,912
12/31/92.................................................   12,795            13,896
12/31/93.................................................   13,670            15,297
12/31/94.................................................   13,339            15,499
12/31/95.................................................   18,351            21,323
12/31/96.................................................   22,527            26,220
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1996)
    
 
   
<TABLE>
<CAPTION>
                                                   SINCE
                                                 INCEPTION*    5 YEARS     3 YEARS      1 YEAR
                                                 ----------    -------     -------      ------
<S>                                              <C>           <C>         <C>         <C>
Investment Division
     Social Awareness Division Twelve..........     125.27%      80.12%      64.79%      22.75%
Benchmark Comparison
     S&P 500 Index.............................     162.20%     103.06%      71.41%      22.97%
</TABLE>
    
 
- ---------------
 
* This Division was initiated on October 2, 1989.
 
Science & Technology Division Seventeen Compared to S&P 500 Index.
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
        ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE APRIL 29, 1994
 
   
<TABLE>
<CAPTION>
                       SCIENCE & TECHNOLOGY                                  S&P 500
                        DIVISION SEVENTEEN                                    INDEX
- -------------------------------------------------------------------          -------
<S>                                                        <C>               <C>
04/29/94.................................................  $10,000           $10,000
12/31/94.................................................   12,477            10,532
12/31/95.................................................   19,972            14,489
12/31/96.................................................   22,505            17,817
</TABLE>
    
 
                                       31
<PAGE>   82
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                        (PERIOD ENDED DECEMBER 31, 1996)
 
   
<TABLE>
<CAPTION>
                                                 SINCE
                                               INCEPTION*     5 YEARS      3 YEARS       1 YEAR
                                               ----------     -------      -------       ------
<S>                                            <C>            <C>          <C>          <C>
Investment Division
     Science & Technology Division
       Seventeen.............................     125.05%        --           --          12.68%
Benchmark Comparison
     S&P 500 Index...........................      78.17%        --           --          22.97%
</TABLE>
    
 
- ---------------
 
* The Fund underlying this Division was initiated on April 29, 1994.
 
Money Market Division Six Performance Compared to Certificate of Deposit Primary
Offering by New York City Banks, 30 Day Index (Primary CD Index)
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 16, 1986
 
   
<TABLE>
<CAPTION>
                           MONEY MARKET                                      PRIMARY
                           DIVISION SIX                                      CD INDEX
- -------------------------------------------------------------------          --------
<S>                                                        <C>               <C>
01/16/86.................................................  $10,000           $10,000
12/31/86.................................................   10,405            10,591
12/31/87.................................................   10,873            11,253
12/31/88.................................................   11,495            12,083
12/31/89.................................................   12,406            13,130
12/31/90.................................................   13,254            14,181
12/31/91.................................................   13,849            14,955
12/31/92.................................................   14,157            15,427
12/31/93.................................................   14,393            15,826
12/31/94.................................................   14,791            16,390
12/31/95.................................................   15,458            17,200
12/31/96.................................................   16,072            17,980
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                        (PERIOD ENDED DECEMBER 31, 1996)
 
   
<TABLE>
<CAPTION>
                                             SINCE
                                           INCEPTION*    10 YEARS    5 YEARS     3 YEARS      1 YEAR
                                           ----------    --------    -------     -------      ------
<S>                                        <C>           <C>         <C>         <C>         <C>
Investment Division
     Money Market Division Six...........      60.72%      54.47%      16.05%      11.66%       3.97%
Benchmark Comparison
     Primary CD Index....................      79.80%      69.78%      20.23%      13.61%       4.53%
</TABLE>
    
 
- ---------------
 
* This Division was initiated on January 16, 1986.
 
                                       32
<PAGE>   83
 
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
12/31/96............................................   26,519      69,995      51,871
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1996)
    
 
   
<TABLE>
<CAPTION>
                                            SINCE
                                         INCEPTION**   10 YEARS   5 YEARS    3 YEARS     1 YEAR
                                         -----------   --------   -------    -------     ------
<S>                                      <C>           <C>        <C>        <C>        <C>
Investment Division
     Timed Opportunity Division Five...      165.19%    121.24%     41.19%     32.78%      9.99%
Benchmark Comparison
     S&P 500 Index.....................      599.95%    314.88%    103.06%     71.41%     22.97%
     Blended Index*....................      418.71%    213.69%     70.61%     45.01%     13.84%
</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.
 
                                       33
<PAGE>   84
 
Templeton Asset Allocation Division Nineteen Performance Compared to MSCI World
Index, Salomon Brothers World Government Bond 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 AUGUST 24, 1988
 
   
<TABLE>
<CAPTION>
                                                              MSCI
               TEMPLETON ASSET ALLOCATION                    WORLD            BLENDED
                    DIVISION NINETEEN                        INDEX            INDEX**
- ---------------------------------------------------------   --------          --------
<S>                                              <C>        <C>               <C>
08/24/88.......................................  $10,000    $10,000           $10,000
12/31/88.......................................   10,237     11,432            11,074
12/31/89.......................................   11,450     13,330            12,346
12/31/90.......................................   10,405     11,062            11,737
12/31/91.......................................   13,124     13,084            13,649
12/31/92.......................................   14,009     12,401            13,553
12/31/93.......................................   17,453     15,191            15,883
12/31/94.......................................   16,714     15,962            16,522
12/31/95.......................................   20,227     19,270            19,578
12/31/96.......................................   23,746     21,867            21,355
</TABLE>
    
 
                  CUMULATIVE RETURN COMPARED TO MARKET INDEX*
   
                        (PERIOD ENDED DECEMBER 31, 1996)
    
 
   
<TABLE>
<CAPTION>
                                                SINCE
                                              INCEPTION*     5 YEARS      3 YEARS       1 YEAR
                                              ----------     -------      -------       ------
<S>                                           <C>            <C>          <C>          <C>
Investment Division
     Templeton Asset Allocation Division
       Nineteen.............................     137.46%       80.94%       36.05%       17.40%
Benchmark Comparison**
     MSCI World Index.......................     118.67%       67.12%       43.95%       13.48%
     Blended Index..........................     113.55%       56.46%       34.46%        9.08%
</TABLE>
    
 
- ---------------
 
 * The hypothetical account illustration and cumulative returns were calculated
   on a pro forma basis. Therefore, the inception date used for the Templeton
   Asset Allocation Fund Division 19 was August 24, 1988, the inception of the
   underlying fund. Current contract charges have been assessed in determining
   pro forma hypothetical account values and cumulative returns.
 
** The Blended Index reflects an allocation of investments in the following
   Indexes: 55% of investments included in the MSCI World Index, 35% of
   investments included in the Salomon Brothers World Government Bond Index and
   10% of investments included in the Certificate of Deposit Primary Offering by
   New York City Bank, 30 Day index.
 
                                PAYOUT PAYMENTS
 
ASSUMED INVESTMENT RATE
 
     The discussion concerning the amount of payout 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 payout 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: 3%, 4 1/2%, 5% or 6% per
annum. (Note: an Assumed Investment Rate higher than 5% may not be selected
under individual Contracts.) The foregoing Assumed Investment Rates are used
merely in order to determine the first monthly payment per thousand dollars of
value. It should not be inferred that such rates will bear any relationship to
the actual net investment experience of VALIC Separate Account A.
 
AMOUNT OF PAYOUT PAYMENTS
 
     The amount of the first variable annuity payment to the Annuitant will
depend on the amount
 
                                       34
<PAGE>   85
 
of the Account Value applied to effect the variable annuity as of the tenth day
immediately preceding the date payout 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
payout payment under each payout option for each $1,000 of Account Value (after
the deduction for any premium tax) at various ages. These tables are based upon
the 1983 Table A (promulgated by the Society of Actuaries) and an Assumed
Investment Rate of 3%, 3 1/2%, 4% and 5% per annum (3 1/2% in the group
Contract).
 
     The portion of the first monthly variable payout payment derived from a
Division of VALIC Separate Account A is divided by the Payout Unit value for
that Division (calculated ten days prior to the date of the first monthly
payment) to determine the number of Payout Units in each Division represented by
the payment. The number of such units will remain fixed during the Payout
Period, assuming the Annuitant makes no transfers of Payout Units to provide
Payout Units under another Division or to provide a fixed annuity.
 
     In any subsequent month, the dollar amount of the variable payout payment
derived from each Division is determined by multiplying the number of Payout
Units in that Division by the value of such Payout Unit on the tenth day
preceding the due date of such payment. The Payout Unit value will increase or
decrease in proportion to the net investment return of the Division or Divisions
underlying the variable payout since the date of the previous payout payment,
less an adjustment to neutralize the 3 1/2% or other Assumed Investment Rate
referred to above.
 
     Therefore, the dollar amount of variable payout 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 payout 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 payout 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 payout payments are to be
made under one of the first four payout 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 payout
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.
 
PAYOUT UNIT VALUE
 
     The value of a Payout Unit is calculated at the same time that the value of
an Purchase Unit is calculated and is based on the same values for Fund shares
and other assets and liabilities. (See "Purchase Period" in the prospectus.) The
calculation of Payout Unit value is discussed in the prospectus under "Payout
Period."
 
     The following illustrations show, by use of hypothetical examples, the
method of determining the Payout Unit value and the amount of variable annuity
payments.
 
                                       35
<PAGE>   86
 
                ILLUSTRATION OF CALCULATION OF PAYOUT UNIT VALUE
 
     Example 8.
 
<TABLE>
<S>                                                           <C>
 1. Payout 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. Payout Unit value, end of period (1)X(4)................  $1.002993
</TABLE>
 
                        ILLUSTRATION OF PAYOUT PAYMENTS
 
     Example 9. Annuitant age 65, Life Annuity with 120 Payments Certain
 
<TABLE>
<S>                                                           <C>
 1. Number of Purchase Units at Payout Date.................   10,000.00
 
 2. Purchase Unit value (see Example 3).....................  $     1.800000
 
 3. Account Value of Contract (1)X(2).......................  $18,000.00
 
 4. First monthly Payout Payment per $1,000 of Account
  Value.....................................................  $     5.63
 
 5. First monthly Payout Payment (3)X(4)/1,000..............  $   101.34
 
 6. Payout Unit value (see Example 10)......................  $      .980000
 
 7. Number of Payout Units (5)/(6)..........................      103.408
 
 8. Assume Payout Unit value for second month equal to......  $      .997000
 
 9. Second monthly Payout Payment (7)X(8)...................  $   103.10
 
10. Assume Payout Unit value for third month equal to.......  $      .953000
 
11. Third monthly Payout Payment (7)X(10)...................  $    98.55
</TABLE>
 
                   DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS
 
     The Company has qualified or intends to qualify the Contracts for sale in
all fifty states and the District of Columbia and will commence offering the
Contracts promptly upon qualification in each such jurisdiction.
 
     The Contracts are sold in a continuous offering by licensed insurance
agents who are registered representatives of broker-dealers which are members of
the National Association of Securities Dealers, Inc. (the "NASD"). The principal
underwriter for VALIC Separate Account A is the Underwriter as defined above, a
wholly-owned subsidiary of the Company. The Underwriter's address is 2929 Allen
Parkway, Houston, Texas 77019. The Underwriter is a Texas corporation organized
in 1970 and is a member of the NASD.
 
     The licensed agents who sell the Contracts will be compensated for such
sales by commissions ranging up to 5% of each Purchase Payment. Managers who
supervise the agents will receive overriding commissions ranging up 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 VALIC Separate Account A in
addition to the charges described under "Fees and Charges" in the prospectus.)
 
   
     Pursuant to its underwriting agreement with the Underwriter and VALIC
Separate Account A, the Company reimburses the Underwriter for reasonable sales
expenses, including overhead expenses. Sales commissions for year 1996 were
$52,963,000.
    
 
                                       36
<PAGE>   87
 
                                    EXPERTS
 
   
     The consolidated financial statements of the Company at December 31, 1996
and 1995 and for each of the three years in the period ended December 31, 1996,
and the financial statements of the Company's Separate Account A at December 31,
1996 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.
    
 
                                       37
<PAGE>   88
 
                        COMMENTS ON FINANCIAL STATEMENTS
 
     The financial statements of The Variable Annuity Life Insurance Company
should be considered only as bearing upon the ability of the Company to meet its
obligations under the Contracts, which include death benefits, and its
assumption of the mortality and expense risks.
   
     Divisions Four, Five, Six, Seven, Eight, Ten, Eleven, Twelve, Thirteen,
Fourteen, Fifteen, Sixteen, Seventeen, Eighteen, Nineteen, and Twenty are the
only Divisions available under the Contracts described in the Prospectus. The
Separate Account financial statements contained herein reflect the composition
of the Separate Account as of December 31, 1996, and for the fiscal year then
ended.
    
 
                                       38
<PAGE>   89
                                 [PICTURE]


                                [VALIC LOGO]

<PAGE>   90

                  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 Subsidiaries as of December 31,
1996 and 1995, 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, 1996. 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 Subsidiaries at December 31, 1996 and 1995,
and the consolidated results of their operations and their cash flows for each
of the three years in the period ended December 31, 1996, in conformity with
generally accepted accounting principles.

                                                    /s/ ERNST & YOUNG



Houston, Texas
February 14, 1997


<PAGE>   91


                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

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

CONSOLIDATED BALANCE SHEET

At December 31
In Thousands


<TABLE>
<CAPTION>
                                                                           1996          1995
                                                                        -----------   -----------
<S>                                                                     <C>           <C>        
ASSETS
Investments - Notes 2, 6, 7, 8:
  Fixed maturity securities
     (amortized cost: $19,667,491 in 1996 and $18,590,102 in 1995)      $20,189,473   $19,745,726
  Equity securities (cost: $8,624 in 1996 and $56,825 in 1995)                8,589        71,770
  Mortgage loans on real estate                                           1,349,855     1,443,817
  Real estate, net of accumulated depreciation
     of $69 in 1996 and $99 in 1995                                          37,130        23,365
  Policy loans                                                              639,200       557,637
  Other long-term invested assets                                            35,945        16,929
  Short-term investments                                                     53,000        39,277
                                                                        -----------   -----------
     Total investments                                                   22,313,192    21,898,521
                                                                        -----------   -----------
Investment income receivable                                                315,118       292,967
Cash on deposit and on hand                                                  24,360        27,794
Receivable for securities sold                                               18,654        51,947
Deferred policy acquisition costs - Note 3                                  557,748       182,546
Due from reinsurer, net                                                      15,700        16,873
Other assets                                                                 45,798        37,912
Assets held in Separate Accounts                                          7,134,412     4,540,889
                                                                        -----------   -----------
     Total assets                                                       $30,424,982   $27,049,449
                                                                        -----------   -----------
LIABILITIES
Policy reserves for fixed annuity investment contracts                  $21,067,429   $20,146,697
Payable for securities purchased                                                575        26,885
Remittances not allocated                                                    66,473        52,913
Commissions, general expenses, and taxes (other than income taxes)           41,642        44,380
Other liabilities                                                            75,636        51,768
Income tax liabilities - Note 4                                             265,160       387,076
Liabilities related to Separate Accounts                                  7,134,412     4,540,889
                                                                        -----------   -----------
     Total liabilities                                                   28,651,327    25,250,608
                                                                        -----------   -----------
STOCKHOLDER'S EQUITY
Common stock (voting) par value $1 per share, 5,000 shares authorized
  and 3,575 issued and outstanding in 1996 and 1995 - Note 5                  3,575         3,575
Additional paid-in capital                                                  459,281       384,126
Retained earnings                                                         1,143,947     1,014,520
Net unrealized investment gains - Note 2                                    166,852       396,620
                                                                        -----------   -----------
     Total stockholder's equity                                           1,773,655     1,798,841
                                                                        -----------   -----------
     Total liabilities and stockholder's equity                         $30,424,982   $27,049,449
                                                                        -----------   -----------

</TABLE>

                See notes to consolidated financial statements.



                                       2
<PAGE>   92


                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

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

CONSOLIDATED STATEMENT OF INCOME

For the Years Ended December 31,
In Thousands


<TABLE>
<CAPTION>
                                                                   1996           1995           1994
                                                                -----------    -----------    -----------
<S>                                                             <C>            <C>            <C>
REVENUES

Surrender charges                                               $    12,348    $     9,967    $     9,964
Mortality charges                                                    59,955         34,965         21,136
Expense charges                                                       5,654          5,122          5,528
Net investment income - Note 2                                    1,654,496      1,597,681      1,493,942
Net reinsurance income                                                1,528          1,573          1,908
Realized investment gains (losses) - Note 2                          21,551         (7,149)       (71,950)
Other income                                                         10,920          6,878          6,517
                                                                -----------    -----------    -----------
   Total revenues                                                 1,766,452      1,649,037      1,467,045
                                                                -----------    -----------    -----------
COSTS AND EXPENSES

Policy costs:
   Increase in policy reserves for fixed annuity contracts        1,243,993      1,203,986      1,133,547
                                                                -----------    -----------    -----------
      Total costs                                                 1,243,993      1,203,986      1,133,547
                                                                -----------    -----------    -----------
Expenses:
   Commissions                                                       97,630         84,670         73,198
   Salaries                                                          54,016         48,227         42,742
   Data processing                                                   12,088         13,200         10,908
   Postage and telephone                                             11,308         10,710          8,137
   Sales promotion                                                   10,394          9,361          8,024
   Printing and supplies                                              5,290          4,721          4,372
   Guaranty association assessments - Note 9                          2,678         18,961          6,300
   Other expenses                                                    49,875         44,055         43,029
   Amortization of deferred policy acquisition costs - Note 3        31,201         16,841         13,263
   Policy acquisition costs deferred - Note 3                      (116,818)      (104,702)       (88,046)
                                                                -----------    -----------    -----------
      Total expenses                                                157,662        146,044        121,927
                                                                -----------    -----------    -----------
      Total costs and expenses                                    1,401,655      1,350,030      1,255,474
                                                                -----------    -----------    -----------
EARNINGS

Income before income tax expense                                    364,797        299,007        211,571
Income tax expense - Note 4                                         124,370         99,720         70,183
                                                                -----------    -----------    -----------
   Net income                                                   $   240,427    $   199,287    $   141,388
                                                                -----------    -----------    -----------
</TABLE>

                See notes to consolidated financial statements.


                                       3


<PAGE>   93


                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY 

For the Years Ended December 31, 
In Thousands

<TABLE>
<CAPTION>
                                              1996           1995           1994
                                           -----------    -----------    -----------
<S>                                        <C>            <C>            <C>        
COMMON STOCK

Balance at beginning and end of year       $     3,575    $     3,575    $     3,575
                                           -----------    -----------    -----------

ADDITIONAL PAID-IN-CAPITAL

Balance at beginning of year                   384,126        382,733        382,727
  Capital contribution from stockholder         75,155          1,393              6
                                           -----------    -----------    -----------
Balance at end of year                         459,281        384,126        382,733
                                           -----------    -----------    -----------

RETAINED EARNINGS

Balance at beginning of year                 1,014,520        910,233        821,845
  Net income                                   240,427        199,287        141,388
  Dividends paid to stockholder               (111,000)       (95,000)       (53,000)
                                           -----------    -----------    -----------
Balance at end of year                       1,143,947      1,014,520        910,233
                                           -----------    -----------    -----------

NET UNREALIZED INVESTMENT GAINS (LOSSES)

Balance at beginning of year                   396,620       (563,481)       348,470
  Change during year                          (229,768)       960,101       (911,951)
                                           -----------    -----------    -----------
Balance at end of year                         166,852        396,620       (563,481)
                                           -----------    -----------    -----------

STOCKHOLDER'S EQUITY
Balance at end of year                     $ 1,773,655    $ 1,798,841    $   733,060
                                           -----------    -----------    -----------

</TABLE>

              See notes to consolidated financial statements.


                                       4


<PAGE>   94



                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF CASH FLOWS 

For the Years Ended December 31, 
In Thousands


<TABLE>
<CAPTION>
                                                                1996            1995            1994
                                                             ------------    ------------    ------------
<S>                                                          <C>             <C>             <C>         
OPERATING ACTIVITIES

Net Income                                                   $    240,427    $    199,287    $    141,388
Reconciling adjustments to net cash provided by
 operating activities:
   Insurance and annuity liabilities                            1,243,993       1,203,986       1,133,547
   Deferred policy acquisition costs                              (85,617)        (87,861)        (74,783)
   Other, net                                                     (50,233)         28,179         (41,944)
                                                             ------------    ------------    ------------
     Net cash provided by operating activities                  1,348,570       1,343,591       1,158,208
                                                             ------------    ------------    ------------
INVESTING ACTIVITIES

Investment purchases                                          (14,883,271)     (9,671,304)     (7,827,877)
Investment calls, maturities, and sales                        13,897,479       8,025,420       6,456,637
Net (increase) decrease in short-term investments                 (13,722)        120,745        (160,022)
                                                             ------------    ------------    ------------
     Net cash used for investing activities                      (999,514)     (1,525,139)     (1,531,262)
                                                             ------------    ------------    ------------
FINANCING ACTIVITIES

Policyholder account deposits                                   2,896,090       2,553,928       2,227,803
Policyholder account withdrawals                               (1,276,008)       (996,324)     (1,004,953)
Transfers to Separate Accounts                                 (1,936,727)     (1,273,778)       (723,994)
Capital contribution from stockholder                              75,155           1,607               6
Net decrease in short-term debt                                      --              --           (59,000)
Dividends paid                                                   (111,000)        (95,000)        (53,000)
                                                             ------------    ------------    ------------
     Net cash used for or provided by financing activities       (352,490)        190,433         386,862
                                                             ------------    ------------    ------------
NET CHANGE IN CASH

Net increase (decrease) in cash                                    (3,434)          8,885          13,808
Cash at beginning of year                                          27,794          18,909           5,101
                                                             ------------    ------------    ------------
     Cash at end of year                                     $     24,360    $     27,794    $     18,909
                                                             ------------    ------------    ------------

</TABLE>

            See notes to consolidated financial statements.


                                       5


<PAGE>   95


                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

- --------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

December 31, 1996 
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 through exclusive 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) and include the accounts
of VALIC and its wholly owned subsidiaries. All material intercompany
transactions have been eliminated in consolidation. Certain items in the prior
years' financial statements have been reclassified to conform with the 1996
presentation.

     The preparation of financial statements requires management to make
estimates and assumptions that affect amounts reported in the financial
statements and disclosures of contingent assets and liabilities. Ultimate
results could differ from these estimates.

1.3  INVESTMENTS

     FIXED MATURITY AND EQUITY SECURITIES. All fixed maturity and equity
securities are 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 fair 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
and loans for which management has a concern based on its assessment of risk
factors, such as potential non-payment or non-monetary default. The allowance
is based on a loan-specific review and a formula that reflects past results and
current trends.

     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 unpaid principal balance.

     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 delinquent mortgage loans is
recorded as income when received. Dividends are recorded as income on
ex-dividend dates.

     REALIZED INVESTMENT GAINS (LOSSES). Realized investment gains (losses) are
recognized using the specific identification method.

1.4  DERIVATIVES RELATED TO INVESTMENTS

     VALIC's use of derivative financial instruments is generally limited to
interest rate and currency swap agreements. The difference between amounts paid
and received on swap agreements is recorded on an accrual basis as an
adjustment to investment income over the periods covered by the agreements. The
related amount payable to or receivable from counterparties is included in
other liabilities or assets.

     The fair values of swap agreements are recognized in the consolidated
balance sheet if they hedge investments carried at fair value or if they hedge
anticipated purchases of such investments. In this event, changes in the fair
value of a swap agreement are reported in net unrealized gains (losses) on
securities included in stockholder's equity, consistent with the treatment of
the related investment security.

     For swap agreements hedging anticipated investment 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.

     Swap agreements generally have terms of two to ten years. Any gain or loss
from early termination of a swap agreement is deferred and amortized into
income over the remaining term of the related investment. If the underlying
investment is extinguished or sold, any related gain or loss on swap agreements
is recognized in income.


                                       6


<PAGE>   96


                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

- --------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

December 31, 1996
- --------------------------------------------------------------------------------

1.5  DEFERRED POLICY ACQUISITION COSTS 
      (DPAC)

     Certain costs of writing an insurance policy, including commissions,
underwriting, and marketing expenses, are deferred and reported as DPAC. DPAC
is charged to expense in relation to the estimated gross profits of the
insurance contracts, including realized gains (losses).

     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 value of DPAC on at least an annual basis.
Management considers estimated future gross profit margins as well as expected
mortality, interest earned and credited rates, persistency, and expenses in
determining whether the carrying amount is recoverable.

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
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. 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 fixed maturity securities is included in net unrealized
gains (losses) in stockholder's equity.

1.10 STATUTORY ACCOUNTING

     State insurance laws and regulations 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>
                                         1996         1995         1994
                                      ----------   ----------   ----------
<S>                                   <C>          <C>          <C>       
Net Income                            $  213,686   $  157,622   $  171,486
                                      ----------   ----------   ----------
Stockholder's equity                  $1,077,366   $  926,654   $  869,026
                                      ----------   ----------   ----------
</TABLE>



                                       7


<PAGE>   97


                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

- --------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

December 31, 1996
- --------------------------------------------------------------------------------

                                       2
===============================================================================
                                  INVESTMENTS
===============================================================================

2.1  INVESTMENT INCOME

     Income by type of investment was as follows:


<TABLE>
<CAPTION>
                                       1996         1995         1994
                                     ----------   ----------   ----------
<S>                                  <C>          <C>          <C>       
Non-affiliated fixed
 maturity securities                 $1,471,879   $1,414,644   $1,300,028
Affiliated fixed
 maturity securities                      2,851        3,181        3,342
Equity securities                           782        4,281        2,529
Mortgage loans on
 real estate                            140,492      149,974      163,263
Other                                    51,040       36,473       36,226
                                     ----------   ----------   ----------
 Gross investment income              1,667,044    1,608,553    1,505,388
 Investment expenses                     12,548       10,872       11,446
                                     ----------   ----------   ----------
  Net investment income              $1,654,496   $1,597,681   $1,493,942
                                     ----------   ----------   ----------
</TABLE>

     The carrying value of investments that produced no investment income
during 1996 totaled $6,455 or 0.03% 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 or financial position.

     Derivative financial instruments related to investment securities did not
have a material effect on net investment income in any of the three years ended
December 31, 1996.

2.2  REALIZED INVESTMENT GAINS (LOSSES)

     Realized investment gains (losses) were as follows:

<TABLE>
<CAPTION>
                                      1996        1995        1994
                                    --------    --------    --------
<S>                                 <C>         <C>         <C>      
Fixed maturity securities           $  1,417    $    832    $(83,950)
Equity securities                     15,795       7,706       2,143
Mortgage loans on real estate          4,635     (24,465)    (11,640)
Real estate                              389       3,767       1,608
Other                                   (685)      5,011      19,889
                                    --------    --------    --------
 Realized gains (losses)
  before taxes                        21,551      (7,149)    (71,950)
Income tax expense (benefit)           7,543      (1,414)    (25,183)
                                    --------    --------    --------
 Net realized investment
  gains (losses)                    $ 14,008    $ (5,735)   $(46,767)
                                    --------    --------    --------
</TABLE>

     Proceeds from sales of fixed maturity securities were $3,052,550,
$1,432,183, and $1,128,925 during 1996, 1995, and 1994, respectively. Gross
gains of $28,173, $15,722, and $7,610 and gross losses of $36,802, $30,518, and
$89,917, were realized on those sales during 1996, 1995, and 1994,
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. Amortized cost and fair value of fixed maturity and equity
securities at December 31 were as follows:

<TABLE>
<CAPTION>
                                            Amortized Cost           Gross Unrealized Gains 
                                       -------------------------   -------------------------
                                           1996          1995          1996          1995 
                                       -----------   -----------   -----------   -----------
<S>                                    <C>           <C>           <C>           <C>        
U.S. Treasury securities and
 obligations of U.S. government
 corporations and agencies             $   219,426   $   173,879   $    20,025   $    33,063
Obligations of states and
 political subdivisions                     32,308        32,349           840         1,467
Debt securities issued by
 foreign governments                       241,908       238,592        10,958        19,639
Corporate securities                    13,211,735    11,338,933       457,461       792,302
Mortgage-backed securities               5,932,878     6,771,473       150,021       333,436
Affiliated fixed maturity securities        29,236        32,275          --            --   
Redeemable preferred stock                    --           2,601          --            --   
                                       -----------   -----------   -----------   -----------
 Total fixed maturity securities       $19,667,491   $18,590,102   $   639,305   $ 1,179,907
                                       -----------   -----------   -----------   -----------
Equity securities                      $     8,624   $    56,825   $        61   $    14,966
                                       ===========   ===========   ===========   ===========
<CAPTION>
                                        Gross Unrealized Losses             Fair Value
                                       -------------------------   -------------------------
                                           1996           1995           1996          1995
                                       -----------    -----------    -----------   -----------
<S>                                    <C>            <C>            <C>           <C>        
U.S. Treasury securities and
 obligations of U.S. government
 corporations and agencies             $      (465)   $       (25)   $   238,986   $   206,917
Obligations of states and
 political subdivisions                       (197)           (15)        32,951        33,801
Debt securities issued by
 foreign governments                          (122)          --          252,744       258,231
Corporate securities                       (76,389)       (20,225)    13,592,807    12,111,010
Mortgage-backed securities                 (40,150)        (3,924)     6,042,749     7,100,985
Affiliated fixed maturity securities          --             --           29,236        32,275
Redeemable preferred stock                    --              (94)          --           2,507
                                       -----------    -----------    -----------   -----------
 Total fixed maturity securities       $  (117,323)   $   (24,283)   $20,189,473   $19,745,726
                                       -----------    -----------    -----------   -----------
Equity securities                      $       (96)   $       (21)   $     8,589   $    71,770
                                       ===========    ===========    ===========   ===========
</TABLE>



                                       8


<PAGE>   98

                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

- --------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

December 31, 1996
- --------------------------------------------------------------------------------

2.3  FIXED MATURITY AND EQUITY SECURITIES- 
       (CONTINUED)

     MATURITIES. The contractual maturities of fixed maturity securities at
December 31, 1996 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                          $   125,977   $   127,799
   In years two through five                      2,601,072     2,705,686
   In years six through ten                       7,872,259     8,097,598
   After ten years                                3,135,304     3,215,641
Mortgage-backed securities                        5,932,879     6,042,749
                                                -----------   -----------
      Total fixed maturity securities           $19,667,491   $20,189,473
                                                -----------   -----------
</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>
                                         1996           1995
                                      -----------    -----------
<S>                                   <C>            <C>        
Gross unrealized gains                $   639,366    $ 1,194,873
Gross unrealized losses                  (117,419)       (24,304)
DPAC adjustments                         (261,363)      (551,624)
Deferred federal income taxes             (93,732)      (222,325)
                                      -----------    -----------
 Net unrealized gains
  on securities                       $   166,852    $   396,620
                                      -----------    -----------
</TABLE>

2.5  MORTGAGE LOANS ON REAL ESTATE -
      (CONTINUED)

     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.

2.5  MORTGAGE LOANS ON REAL ESTATE - 
      (CONTINUED)

     At December 31 the mortgage loan portfolio was distributed as follows:


<TABLE>
<CAPTION>
                                   1996           1995
                                -----------    -----------
<S>                             <C>            <C>        
Geographic distribution:
  Atlantic                      $   656,073    $   677,739
  Pacific and Mountain              406,948        455,009
  Central                           331,411        365,282
  Allowance for losses              (44,577)       (54,213)
                                -----------    -----------
    Total mortgage loans        $ 1,349,855    $ 1,443,817
                                -----------    -----------
Property type:
  Office                        $   456,818    $   478,493
  Retail                            451,668        461,272
  Industrial                        221,532        223,374
  Apartments                        190,583        242,469
  Residential and other              73,831         92,422
  Allowance for losses              (44,577)       (54,213)
                                -----------    -----------
    Total mortgage loans        $ 1,349,855    $ 1,443,817
                                -----------    -----------
</TABLE>

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

<TABLE>
<CAPTION>
                                  1996         1995         1994
                                ---------    ---------    ---------
<S>                             <C>          <C>          <C>      
Balance at January 1            $  54,213    $  55,665    $  48,612
Net additions (a)                  (3,845)      12,619        9,926
Deductions (b)                     (5,791)     (14,071)      (2,873)
                                ---------    ---------    ---------
 Balance at December 31         $  44,577    $  54,213    $  55,665
                                ---------    ---------    ---------
</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>
                                 1996      1995
                               --------- ---------
<S>                            <C>       <C>      
Impaired loans:
With allowance*                $  46,346 $  63,167
Without allowance                    236     2,577
                               --------- ---------
  Total impaired loans         $  46,582 $  65,744
                               --------- ---------
Average investment             $  56,163 $  83,049
Interest income earned             4,816     7,012
Interest income - cash basis       4,617     6,539
                               --------- ---------
</TABLE>

*    Represents gross amounts before allowance for mortgage loan losses of
     $6,848 and $17,701, respectively.



                                       9


<PAGE>   99


                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

- --------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

December 31, 1996
- --------------------------------------------------------------------------------

                                       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>
                                         1996         1995         1994
                                      ---------    ---------    ---------
<S>                                   <C>          <C>          <C>      
Balance at January 1                  $ 182,546    $ 910,479    $ 113,116
Deferrals:
 Commissions                             62,760       52,959       44,899
 Other acquisition costs                 54,058       51,743       43,147
Amortization:
 Accretion of interest                   59,810       54,086       47,170
 Operating earnings                     (91,011)     (70,927)     (60,433)
Offset to realized
 (gains) losses                            (676)       4,991       19,812
Effect of net unrealized
 (gains) losses on securities           290,261     (820,785)     702,768
                                      ---------    ---------    ---------
Balance at December 31                $ 557,748    $ 182,546    $ 910,479
                                      ---------    ---------    ---------
</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.

4.2  TAX LIABILITIES

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


<TABLE>
<CAPTION>
                                             1996         1995
                                           ---------    ---------
<S>                                        <C>          <C>      
Current tax liabilities (assets)           $  (4,551)   $  10,740
Deferred tax liabilities, applicable to:
 Basis differential of investments           201,122      428,863
 DPAC                                        192,815       61,915
 Other                                         8,025        2,480
                                           ---------    ---------
   Total deferred tax liabilities            401,962      493,258
                                           ---------    ---------
Deferred tax assets, applicable to:
 Policy reserves                            (118,595)    (100,014)
 Basis differential of investments            (6,219)      (7,527)
 Other                                        (7,437)      (9,381)
                                           ---------    ---------
   Total deferred tax assets                (132,251)    (116,922)
                                           ---------    ---------
     Net deferred tax liabilities            269,711      376,336
                                           ---------    ---------
       Total income tax liabilities        $ 265,160    $ 387,076
                                           ---------    ---------
</TABLE>

4.3  TAX EXPENSE

     Components of income tax expense were as follows:

<TABLE>
<CAPTION>
                                   1996         1995         1994
                                 ---------    ---------    ---------
<S>                              <C>          <C>          <C>      
Current:
  Federal                        $  99,560    $  99,273    $  52,973
  State                              2,842        3,224        2,368
                                 ---------    ---------    ---------
    Total current income
       tax expense                 102,402      102,497       55,341
                                 ---------    ---------    ---------
Deferred, applicable to:
  DPAC                              29,308       32,174       32,800
  Policy reserves                  (18,581)     (28,780)     (31,085)
  Basis differential of
    investments                      2,754         (786)       7,189
  Other, net                         8,487       (5,385)       5,938
                                 ---------    ---------    ---------
  Total deferred income
    tax expense (benefit)           21,968       (2,777)      14,842
                                 ---------    ---------    ---------
    Income tax expense           $ 124,370    $  99,720    $  70,183
                                 ---------    ---------    ---------
</TABLE>

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

<TABLE>
<CAPTION>
                                   1996          1995          1994
                                 ---------     ---------     ---------
<S>                              <C>           <C>           <C>      
Federal income tax rate                 35%           35%           35%
Income tax expense at
 applicable rate                 $ 127,679     $ 104,652     $  74,050
Dividends received
 deduction                          (4,935)       (3,883)       (3,392)
Tax-exempt interest (ESOP)          (3,865)       (4,426)       (4,670)
State income taxes                   3,311         2,918         7,051
Other items                          2,180           459        (2,856)
                                 ---------     ---------     ---------
 Income tax expense              $ 124,370     $  99,720     $  70,183
                                 ---------     ---------     ---------
</TABLE>

     Federal income taxes paid in 1996, 1995, and 1994 were $114,478, $52,790,
and $122,608, respectively. State income taxes paid in 1996, 1995 and 1994 were
$3,060, $2,653, and $3,390 respectively.



                                       10


<PAGE>   100


                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

- --------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

December 31, 1996
- --------------------------------------------------------------------------------

                                       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 1997 is
$205,992.

                                       6
================================================================================
                        DERIVATIVE FINANCIAL INSTRUMENTS
================================================================================

     Derivative financial instruments related to investment securities at
December 31, 1996 were as follows:


<TABLE>
      <S>                                                     <C>
      Interest rate swap agreements to pay fixed rate
       Notional amount                                        $27,000
       Average receive rate                                      6.88%
       Average pay rate                                          5.61
      Currency swap agreements (receive U.S.$/pay Canadian$)
       Notional amount (in U.S.$)                             $89,535
       Average exchange rate                                     1.56
</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>
                                                  1996                                 1995
                                       ------------------------------       ----------------------------- 
                                         FAIR              CARRYING            FAIR            CARRYING
                                         VALUE              AMOUNT             VALUE             AMOUNT
                                       -----------        -----------       -----------       ----------- 
<S>                                    <C>                <C>               <C>               <C>         
Assets
 Fixed maturity and equity securities  $20,198,062*       $20,198,062*      $19,817,496*      $19,817,496*
 Mortgage loans on real estate           1,352,994          1,349,855         1,473,598         1,443,817
 Policy loans                              637,870            639,200           567,199           557,637
Liabilities
 Insurance investment contracts         19,753,088         21,067,429        19,883,419        20,146,697
                                       -----------        -----------       -----------       ----------- 
</TABLE>

* Includes derivative financial instruments with negative fair value of $7,872
  in 1996 and negative fair value of $1,121 in 1995.

     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
risk-adjusted discount rates.

     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 was estimated using cash flows discounted at market interest rates.




                                       11


<PAGE>   101



                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

- --------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

December 31, 1996
- --------------------------------------------------------------------------------

                                       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, 1996 were as follows:

     Operating expenses include $17,533 in 1996, $21,173 in 1995, and $23,138
in 1994 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 $455 in 1996, $1,662 in 1995, and $525 in 1994.

     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, 1996, 1995, and 1994. VALIC recognized $1,372 in interest income
during 1996, $1,452 for 1995, and $1,532 for 1994.

     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, 1996, December 29,
1995, and December 31, 1994. VALIC recognized $1,479, $1,729, and $1,810 of
interest income on the note during 1996, 1995, and 1994, respectively.

     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 $111,000, $31.05 per share; $95,000,
$26.57 per share, and $53,000, $14.83 per share, in 1996, 1995, and 1994,
respectively.

     On May 15, 1996, VALIC sold SC Financial Corp Mortgage Notes with a book
value of $13,000 to American General Life Insurance Company of NY. Proceeds
from the sale totaled $13,033 with a profit of $33 recognized on the
transaction.

     On December 30, 1996, VALIC received a capital contribution of $75,000
from AGL.

                                       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 $2,678, $18,961, and
$6,300, for the years ended December 31, 1996, 1995, and 1994, respectively.
The accrued liability for anticipated assessments was $13,661, $20,249, and
$10,214, at December 31, 1996, 1995, and 1994, respectively. The 1996 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>   102


                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

- --------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

December 31, 1996
- --------------------------------------------------------------------------------

10.1 PENSION PLANS - (CONTINUED)

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

<TABLE>
<CAPTION>
                                        1996        1995        1994
                                       -------     -------     -------
<S>                                    <C>         <C>         <C>    
Service cost (benefits earned)
 during period                         $   917     $   601     $   759
Interest cost on projected
 benefit obligation                        843         635         551
Actual (return) loss on
 plan assets                            (2,785)     (1,249)        414
Amortization of unrecognized
 net asset existing at date of
 initial application                       (23)        (72)        (58)
Amortization of unrecognized
 prior service cost                         44          44          35
Deferral of net asset gain (loss)        2,210         749        (920)
                                       -------     -------     -------
 Total pension expense                 $ 1,206     $   708     $   781
                                       -------     -------     -------
Weighted-average discount rate
 on benefit obligation                    7.50%       7.25%       8.50%
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, 1996 and 1995 for VALIC's
defined benefit pension plan:


<TABLE>
<CAPTION>
                                                   1996        1995
                                                 --------    --------
<S>                                              <C>         <C>     
Actuarial present value of benefit obligation:
 Vested                                          $  8,265    $  6,983
 Nonvested                                          1,251       1,127
                                                 --------    --------
Accumulated benefit obligation                      9,516       8,110
Effect of increase in compensation levels           2,474       2,219
                                                 --------    --------
Projected benefit obligation                       11,990      10,329
Plan assets at fair value                           9,120       6,406
                                                 --------    --------
Plan assets in excess of projected
 benefit obligation                                (2,870)     (3,923)
Unrecognized net loss                               1,266       2,037
Unrecognized prior service cost                        62         105
Unrecognized net obligation at
 January 1, net of amortization                      --           (23)
                                                 --------    --------
  Net pension liability                          $ (1,542)   $ (1,804)
                                                 --------    --------
</TABLE>

     Equity and fixed maturity securities were 60% and 35%, respectively, of
the plan's assets at the plan's 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. Postretirement benefit expense in 1996, 1995,
and 1994 was $282, $228, and $281, respectively.

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


<TABLE>
<CAPTION>
                                                      1996          1995
                                                    ---------     ---------
<S>                                                 <C>           <C>      
Actuarial present value of benefit obligations
 Retirees                                           $      21     $     115
 Fully eligible active plan participants                  103            26
 Other active plan participants                         1,479         1,509
                                                    ---------     ---------
Accumulated postretirement
 benefit obligations                                    1,603         1,650
Unrecognized net loss                                     (66)         (393)
Net funding                                               (17)         --
                                                    ---------     ---------
  Accrued benefit cost                              $   1,520     $   1,257
                                                    ---------     ---------
Discount rate on postretirement
 benefit obligations                                     7.50%         7.25%
                                                    ---------     ---------
</TABLE>




                                       13



<PAGE>   103

                                  [PICTURE]

                                [VALIC LOGO]
<PAGE>   104
                                ANNUAL REPORT
                                      
                              TO CONTRACT OWNERS
                              DECEMBER 31, 1996
                                      
                                      
                                      
                                   SEPARATE
                                  ACCOUNT A
                                      



                                                            [VALIC LOGO]

<PAGE>   105
================================================================================
CHAIRMAN'S LETTER                                            SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------


TO OUR PARTICIPANTS:

We are pleased to present the December 31, 1996 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 1, Portfolio Director 2, Independence Plus, Group Unit
Purchase and Impact) appears on page two.

Economic conditions in 1996 continued the recent pattern of modest growth and
low inflation. Gross Domestic Product has been increasing at a 2.5% annual
rate, slightly above the level in 1995 and in line with expectations for 1997.
Inflation, as measured by the Consumer Price Index, has been reported at 3.3%
and is expected to remain at that level through 1997.

The equity markets provided a second year of exceptional returns. The S&P
500(R) recorded a total return of 22.97%. Smaller capitalization stocks returns
were lower but still very satisfactory. The Standard & Poor's MidCap 400 Index
returned 19.24% and the Russell 2000(R) Index produced 16.49%.

The bond market followed an elliptical pattern declining in the first seven
months and rising in the last four months. Yields on the long-term Treasury
bond rose from 6.0% at the beginning of the year to 7.2% in July and declined
to 6.6% at year end. Bond market returns were less than 3.5%, with coupon
returns offsetting a decline in market value.

VALIC's domestic indexed funds provided returns ranging from 15.57% to 21.53%.
Managed domestic equity funds' returns varied widely from 3.53% to 22.75%. A
large part of the variance was caused by the spread in returns as large
capitalization stocks, on balance, outperformed smaller capitalization issues.

In the Morningstar rankings, twelve of VALIC's equity funds were in the top
half of their categories. Of those, eight 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 24, 1997










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.

"S&P 500(R)" and "Standard & Poor's MidCap 400 Index" are trademarks of
Standard & Poor's Corporation (S&P). The Stock Index Fund and MidCap Index Fund
are not sponsored, endorsed, sold or promoted by S&P and S&P makes no
representation regarding the advisability of investing in the funds. The
Russell 2000(R) Index is a trademark / service mark of the Frank Russell
Company. Russell(TM) is a trademark of the Frank Russell Company.





                                       1
<PAGE>   106
================================================================================
CHAIRMAN'S LETTER - CONTINUED                                SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
  Morningstar, Inc.(1)                                                                                                 One Year
- ------------------------                                                                                            Total Returns
    Ranking                                                      Portfolio Portfolio Indepen-           Group      For Year Ending
- ----------------                                                  Director Director   dence              Unit        December 31,
         Percen- Average                                               2       1      Plus    Impact   Purchase  -------------------
Position  tile   Return                                           Division Division Division Division  Division     1996      1995
- ------------------------------------------------------------------------------------------------------------------------------------
<S>        <C>   <C>      <C>                                         <C>     <C>      <C>       <C>    <C>        <C>       <C>    
 56/356    84    18.52    AGSPC Stock Index Fund .................... 10C     10C      10C       10D    10A, 10B   21.53%    35.95% 
 279/587   52    16.79    AGSPC MidCap Index Fund ...................  -       4        4         4         -      17.61     29.24  
 128/249   49    14.57    AGSPC Small Cap Index Fund ................  -      14       14         -         -      15.57     26.39  
 347/369    6    13.83    AGSPC International Equities Fund .........  -      11       11         -         -       5.75      9.67  
                                                                                                                                    
 262/587   55    16.79    AGSPC Growth Fund ......................... 15      15        -         -         -      18.18     46.40  
 46/356    87    18.52    AGSPC Growth & Income Fund ................  -      16        -         -         -      22.10     30.55  
 69/127    46    18.52    AGSPC Science & Technology Fund ........... 17      17        -         -         -      12.68     60.07  
 26/356    93    18.52    AGSPC Social Awareness Fund ............... 12      12       12         -         -      22.75     37.57  
                                                                                                                                    
 331/416   20    12.33    AGSPC Timed Opportunity Fund ..............  -       5        5         5         -       9.99     23.55  
 139/249   44    14.57    Dreyfus Small Cap Portfolio ...............  -      18        -         -         -      15.14     27.78  
 360/587   39    16.79    Founders Growth Fund ...................... 30       -        -         -         -      15.35     44.15  
 262/356   26    18.52    Neuberger&Berman Guardian Trust ........... 29       -        -         -         -      16.54     30.70  
                                                                                                                                    
 116/369   69    13.83    Putnam Global Growth Fund ................. 28       -        -         -         -      15.37     13.68  
 168/249   33    14.57    Putnam New Opportunities Fund ............. 26       -        -         -         -       9.70     44.87  
 207/249   17    14.57    Putnam OTC & Emerging Growth Fund ......... 27       -        -         -         -       3.53     54.45  
 132/356   63    18.52    Scudder Growth and Income Fund ............ 21       -        -         -         -      20.63     29.58  
                                                                                                                                    
 31/416    93    12.33    Templeton Asset Allocation Fund ...........  -      19        -         -         -      17.40     21.02  
 92/369    75    13.83    Templeton Foreign Fund .................... 32       -        -         -         -      16.74     10.07  
 39/369    89    13.83    Templeton International Fund ..............  -      20        -         -         -      22.50     14.34  
 155/249   38    14.57    Twentieth Century Ultra Fund .............. 31       -        -         -         -      12.43     36.23  
                                                                                                                                    
 74/416    82    12.33    Vanguard/Wellington Fund .................. 25       -        -         -         -      14.69     31.30  
 35/356    90    18.52    Vanguard/Windsor II ....................... 24       -        -         -         -      22.56     37.14  
                                                                                                                                    
 255/295   14     2.86    AGSPC Capital Conservation Fund ...........  -       7        7         1         -       0.75     19.58  
 103/143   28     1.50    AGSPC Government Securities Fund ..........  -       8        8         -         -       0.90     16.31  
  54/77    30     7.55    AGSPC Intl Government Bond Fund ........... 13      13       13         -         -       3.36     17.63  
 77/262    71     3.79    AGSPC Money Market Fund ...................  6       6        6         2         -       3.97      4.51  
                                                                                                                                    
 280/295    5     2.86    Vanguard Fixed Income Securities Fund -                                                                   
                             Long-Term Corporate Portfolio .......... 22       -        -         -         -      (0.72)    24.86  
 138/143    3     1.50    Vanguard Fixed Income Securities Fund -                                                                   
                             Long-Term U. S. Treasury Portfolio ..... 23       -        -         -         -      (3.08)    28.51  
</TABLE>


 (1) SOURCE: Morningstar Variable Annuity/Life Performance Report, January 1997

 The Portfolio Director 1 and 2 rankings shown in this publication indicate the
 total return rankings of Separate Account A's divisions compared to
 Morningstar categories for the twelve month period ending 12/31/96. 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 1 and 2 prospectuses. 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>   107
================================================================================
FINANCIAL STATEMENTS                                         SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------


STATEMENT OF NET ASSETS
December 31, 1996

<TABLE>
<CAPTION>
ASSETS:                                                                                            ALL DIVISIONS
                                                                                                  --------------
<S>                                                                                               <C>           
Total investment in shares of mutual funds, at market (cost $5,613,414,313) ...................   $6,848,720,710
Balance due from VALIC general account ........................................................        7,839,650
                                                                                                  --------------
NET ASSETS ....................................................................................   $6,856,560,360
                                                                                                  --------------

CONTRACT OWNER RESERVES:
Reserves for redeemable annuity contracts
         (Net of applicable contract loans - partial withdrawals with right of reinvestment) ..   $6,840,617,496
Reserves for annuity contracts on benefit .....................................................       15,942,864
                                                                                                  --------------
TOTAL CONTRACT OWNER RESERVES .................................................................   $6,856,560,360
                                                                                                  ==============
</TABLE>



STATEMENT OF OPERATIONS
For the year ended December 31, 1996
<TABLE>
<CAPTION>
INVESTMENT INCOME:                                                                                ALL DIVISIONS
                                                                                                  -------------
<S>                                                                                               <C>          
Dividends from mutual funds ...................................................................   $  88,556,732
                                                                                                  -------------

EXPENSES:
Mortality and expense risk charge .............................................................      57,564,107
Reimbursement of expenses (Note C) ............................................................        (167,038)
                                                                                                  -------------
         Total expenses .......................................................................      57,397,069
                                                                                                  -------------
NET INVESTMENT INCOME .........................................................................      31,159,663
                                                                                                  -------------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments ..............................................................      96,618,063
Capital gains distributions from mutual funds .................................................     175,625,286
Net unrealized appreciation of investments during the year ....................................     539,282,575
                                                                                                  -------------
  Net realized and unrealized gain on investments .............................................     811,525,924
                                                                                                  -------------
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ..............................................   $ 842,685,587
                                                                                                  =============
</TABLE>

                 
STATEMENTS OF CHANGES IN NET ASSETS
For the year ended December 31:
<TABLE>
<CAPTION>
                                                                                                         ALL DIVISIONS
                                                                                              ----------------------------------
                                                                                                   1996               1995
                                                                                              ---------------    ---------------
<S>                                                                                           <C>                <C>            
OPERATIONS:                                                                                
Net investment income .....................................................................   $    31,159,663    $    34,191,940
Net realized gain on investments ..........................................................        96,618,063         54,777,042
Capital gains distributions from mutual funds .............................................       175,625,286        110,007,833
Net unrealized appreciation of investments during the year ................................       539,282,575        640,017,922
                                                                                              ---------------    ---------------
  Increase in net assets resulting from operations ........................................       842,685,587        838,994,737
                                                                                              ---------------    ---------------
                                                                                           
PRINCIPAL TRANSACTIONS:                                                                    
Purchase payments .........................................................................     1,307,543,093        820,355,349
Surrenders of accumulation units by terminations, withdrawals, and maintenance fees .......      (210,060,345)      (114,759,722)
Annuity benefit payments ..................................................................        (1,897,648)        (1,588,610)
Amounts transferred from VALIC general account ............................................       647,659,402        220,818,448
                                                                                              ---------------    ---------------
  Increase in net assets resulting from principal transactions ............................     1,743,244,502        924,825,465
                                                                                              ---------------    ---------------
TOTAL INCREASE IN NET ASSETS ..............................................................     2,585,930,089      1,763,820,202
                                                                                           
NET ASSETS:                                                                                
Beginning of year .........................................................................     4,270,630,271      2,506,810,069
                                                                                              ---------------    ---------------
End of year ...............................................................................   $ 6,856,560,360    $ 4,270,630,271
                                                                                              ===============    ===============
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.



                                       3
<PAGE>   108
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

STATEMENTS OF NET ASSETS
December 31, 1996


<TABLE>
<CAPTION>
                                                                           AGSPC 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 ... $  378,856,928    $   30,721,138   $1,529,744,413   $   42,481,642
Balance due (to) from VALIC general account .......       (207,899)            4,786          601,957          (10,515)
                                                    --------------    --------------   --------------   --------------
NET ASSETS ........................................ $  378,649,029    $   30,725,924   $1,530,346,370   $   42,471,127
                                                    ==============    ==============   ==============   ==============

CONTRACT OWNER RESERVES:
Reserves for redeemable annuity contracts (Net of
  applicable contract loans - partial withdrawals
  with right of reinvestment) ..................... $  367,264,137    $   29,086,370   $1,529,060,822   $   42,319,960
Reserves for annuity contracts on benefit .........     11,384,892         1,639,554        1,285,548          151,167
                                                    --------------    --------------   --------------   --------------
TOTAL CONTRACT OWNER RESERVES ..................... $  378,649,029    $   30,725,924   $1,530,346,370   $   42,471,127
                                                    ==============    ==============   ==============   ==============
</TABLE>

                                                          
STATEMENTS OF NET ASSETS                                  
December 31, 1996                                         
                                                          
<TABLE>
<CAPTION>
                                                        AGSPC                                     NEUBERGER& 
                                                        TIMED         DREYFUS       FOUNDERS        BERMAN   
                                                     OPPORTUNITY     SMALL CAP       GROWTH        GUARDIAN  
                                                        FUND         PORTFOLIO        FUND          TRUST    
                                                     DIVISION 5     DIVISION 18    DIVISION 30    DIVISION 29 
                                                    ------------   ------------   ------------   ------------
<S>                                                 <C>            <C>            <C>            <C>         
ASSETS:
Investment in shares of mutual funds, at market ... $173,145,150   $657,404,003   $ 31,872,619   $  9,144,621
Balance due (to) from VALIC general account .......       84,325        982,056        245,857         58,685
                                                    ------------   ------------   ------------   ------------
NET ASSETS ........................................ $173,229,475   $658,386,059   $ 32,118,476   $  9,203,306
                                                    ============   ============   ============   ============

CONTRACT OWNER RESERVES:
Reserves for redeemable annuity contracts (Net of
  applicable contract loans - partial withdrawals
  with right of reinvestment) ..................... $173,149,425   $658,204,551   $ 32,118,476   $  9,203,306
Reserves for annuity contracts on benefit .........       80,050        181,508             --             -- 
                                                    ------------   ------------   ------------   ------------
TOTAL CONTRACT OWNER RESERVES ..................... $173,229,475   $658,386,059   $ 32,118,476   $  9,203,306
                                                    ============   ============   ============   ============
</TABLE>


STATEMENTS OF NET ASSETS
December 31, 1996

<TABLE>
<CAPTION>
                                                                                                AGSPC         
                                                      TWENTIETH    VANGUARD/                   CAPITAL       
                                                   CENTURY ULTRA  WELLINGTON     VANGUARD/   CONSERVATION  
                                                        FUND          FUND       WINDSOR II     FUND          
                                                    DIVISION 31   DIVISION 25   DIVISION 24   DIVISION 1    
                                                    -----------   -----------   -----------   -----------
<S>                                                 <C>           <C>           <C>           <C>        
ASSETS:
Investment in shares of mutual funds, at market ... $17,259,437   $25,025,702   $41,436,294   $ 6,488,667
Balance due (to) from VALIC general account .......      58,221       163,816       363,484        13,203
                                                    -----------   -----------   -----------   -----------
NET ASSETS ........................................ $17,317,658   $25,189,518   $41,799,778   $ 6,501,870
                                                    ===========   ===========   ===========   ===========

CONTRACT OWNER RESERVES:
Reserves for redeemable annuity contracts (Net of
  applicable contract loans - partial withdrawals
  with right of reinvestment) ..................... $17,317,658   $25,189,518   $41,799,778   $ 6,497,192
Reserves for annuity contracts on benefit .........          --            --            --         4,678
                                                    -----------   -----------   -----------   -----------
TOTAL CONTRACT OWNER RESERVES ..................... $17,317,658   $25,189,518   $41,799,778   $ 6,501,870
                                                    ===========   ===========   ===========   ===========
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS.


                                      4
<PAGE>   109
================================================================================
                                                              SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
    AGSPC               AGSPC               AGSPC                                 AGSPC                AGSPC              AGSPC    
    MIDCAP            SMALL CAP         INTERNATIONAL          AGSPC             GROWTH &            SCIENCE &           SOCIAL    
    INDEX               INDEX              EQUITIES            GROWTH             INCOME            TECHNOLOGY          AWARENESS  
     FUND               FUND                 FUND               FUND               FUND                FUND               FUND     
  DIVISION 4         DIVISION 14         DIVISION 11        DIVISION 15         DIVISION 16         DIVISION 17        DIVISION 12 
- --------------     --------------      --------------     --------------      --------------      --------------     --------------
<C>                <C>                 <C>                <C>                 <C>                 <C>                <C>            
$  565,680,826     $  184,521,204      $  191,110,175     $  633,819,402      $  171,283,956      $  709,577,919     $  104,772,608 
        30,567            (42,882)            116,353          1,296,205             244,249           1,386,245            143,421 
- --------------     --------------      --------------     --------------      --------------      --------------     --------------
$  565,711,393     $  184,478,322      $  191,226,528     $  635,115,607      $  171,528,205      $  710,964,164     $  104,916,029 
==============     ==============      ==============     ==============      ==============      ==============     ==============
                                                                                                                                    
$  565,558,770     $  184,473,371      $  191,050,097     $  634,868,931      $  171,510,875      $  710,720,450     $  104,916,029 
       152,623              4,951             176,431            246,676              17,330             243,714                  - 
- --------------     --------------      --------------     --------------      --------------      --------------     --------------
$  565,711,393     $  184,478,322      $  191,226,528     $  635,115,607      $  171,528,205      $  710,964,164     $  104,916,029 
==============     ==============      ==============     ==============      ==============      ==============     ==============
</TABLE>



<TABLE>
<CAPTION>
     PUTNAM            PUTNAM            PUTNAM OTC &         SCUDDER    
     GLOBAL             NEW               EMERGING          GROWTH AND           TEMPLETON           TEMPLETON          TEMPLETON   
     GROWTH         OPPORTUNITIES          GROWTH             INCOME          ASSET ALLOCATION        FOREIGN         INTERNATIONAL 
      FUND              FUND                FUND               FUND                FUND                FUND               FUND      
  DIVISION 28        DIVISION 26         DIVISION 27        DIVISION 21         DIVISION 19         DIVISION 32        DIVISION 20  
- --------------     --------------      --------------     --------------      --------------      --------------     --------------
<C>                <C>                 <C>                <C>                 <C>                 <C>                <C>            
$   17,494,577     $   49,812,851      $   43,542,866     $   18,325,255      $  194,271,899      $   39,066,749     $  529,645,484 
       114,481            410,128             224,089             98,230             328,988             388,324            378,327 
- --------------     --------------      --------------     --------------      --------------      --------------     --------------
$   17,609,058     $   50,222,979      $   43,766,955     $   18,423,485      $  194,600,887      $   39,455,073     $  530,023,811 
==============     ==============      ==============     ==============      ==============      ==============     ==============
                                                                                                                                    
$   17,609,058     $   50,222,979      $   43,766,955     $   18,423,485      $  194,377,876      $   39,455,073     $  529,901,911 
             -                  -                   -                  -             223,011                   -            121,900 
- --------------     --------------      --------------     --------------      --------------      --------------     --------------
$   17,609,058     $   50,222,979      $   43,766,955     $   18,423,485      $  194,600,887      $   39,455,073     $  530,023,811 
==============     ==============      ==============     ==============      ==============      ==============     ==============
</TABLE>


<TABLE>
<CAPTION>
                                                                                                VANGUARD             VANGUARD     
    AGSPC                AGSPC              AGSPC                                             FIXED INCOME         FIXED INCOME    
   CAPITAL             GOVERNMENT       INTERNATIONAL                                        SECURITIES FUND -   SECURITIES FUND - 
 CONSERVATION          SECURITIES        GOVERNMENT           AGSPC MONEY MARKET FUND         L/T CORPORATE      L/T U.S. TREASURY 
     FUND                 FUND            BOND FUND      --------------------------------       PORTFOLIO           PORTFOLIO      
  DIVISION 7           DIVISION 8        DIVISION 13       DIVISION 2        DIVISION 6        DIVISION 22         DIVISION 23     
- --------------      --------------     --------------    --------------    --------------    --------------      --------------
<C>                 <C>                <C>               <C>               <C>               <C>                 <C>               
$   55,255,834      $   85,570,274     $  178,021,807    $    4,870,208    $  120,378,551    $    3,528,351      $    4,589,300    
        33,645               1,665            150,364             9,293           380,075             2,506            (212,599)   
- --------------      --------------     --------------    --------------    --------------    --------------      --------------
$   55,289,479      $   85,571,939     $  178,172,171    $    4,879,501    $  120,758,626    $    3,530,857      $    4,376,701    
==============      ==============     ==============    ==============    ==============    ==============      ==============
                                                                                                                                   
$   55,289,479      $   85,571,939     $  178,161,619    $    4,879,501    $  120,740,347    $    3,530,857      $    4,376,701    
             -                   -             10,552                 -            18,279                 -                   -    
- --------------      --------------     --------------    --------------    --------------    --------------      --------------
$   55,289,479      $   85,571,939     $  178,172,171    $    4,879,501    $  120,758,626    $    3,530,857      $    4,376,701    
==============      ==============     ==============    ==============    ==============    ==============      ==============
</TABLE>

                                       5
<PAGE>   110
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------





STATEMENTS OF OPERATIONS
For the year ended December 31, 1996

<TABLE>
<CAPTION>
                                                                              AGSPC STOCK INDEX FUND  
                                                     ------------------------------------------------------------------
                                                      DIVISION 10A     DIVISION 10B      DIVISION 10C     DIVISION 10D  
                                                     --------------   --------------    --------------   --------------
<S>                                                  <C>              <C>               <C>              <C>           
INVESTMENT INCOME:
Dividends from mutual funds ......................   $    6,791,052   $      559,035    $   24,619,582   $      775,055
                                                     --------------   --------------    --------------   --------------
EXPENSES:
Mortality and expense risk charge ................        3,604,468          170,656        12,878,174          411,146
Reimbursement of expenses (Note C) ...............             --            (73,695)             --               --
                                                     --------------   --------------    --------------   --------------
   Total expenses ................................        3,604,468           96,961        12,878,174          411,146
                                                     --------------   --------------    --------------   --------------
NET INVESTMENT INCOME (LOSS) .....................        3,186,584          462,074        11,741,408          363,909
                                                     --------------   --------------    --------------   --------------

REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENTS:
Net realized gain on investments .................       12,767,086        2,085,848        10,129,542        2,391,364
Capital gains distributions from mutual funds ....        2,739,498          222,372        11,061,404          307,213
Net unrealized appreciation (depreciation)
   of investments during the year ................       51,675,655        3,182,195       222,475,966        4,964,983
                                                     --------------   --------------    --------------   --------------
Net realized and unrealized gain on investments ..       67,182,239        5,490,415       243,666,912        7,663,560
                                                     --------------   --------------    --------------   --------------
INCREASE IN NET ASSETS
   RESULTING FROM OPERATIONS .....................   $   70,368,823   $    5,952,489    $  255,408,320   $    8,027,469
                                                     ==============   ==============    ==============   ==============
</TABLE>

<TABLE>
<CAPTION>
                                                             AGSPC             AGSPC            AGSPC                          
                                                            SCIENCE &          SOCIAL           TIMED             DREYFUS      
STATEMENTS OF OPERATIONS                                   TECHNOLOGY         AWARENESS       OPPORTUNITY        SMALL CAP     
For the year ended December 31, 1996                         FUND               FUND             FUND              PORTFOLIO   
                                                           DIVISION 17        DIVISION 12      DIVISION 5        DIVISION 18   
                                                          --------------    --------------   --------------    --------------
<S>                                                       <C>               <C>            <C>               <C>      
INVESTMENT INCOME:
Dividends from mutual funds ...........................   $         --      $    1,339,307   $    5,922,604    $    1,224,730
                                                          --------------    --------------   --------------    --------------
EXPENSES:
Mortality and expense risk charge .....................        5,521,307           792,838        1,788,197         6,549,419
Reimbursement of expenses (Note C) ....................             --                --               --                --   
                                                          --------------    --------------   --------------    --------------
   Total expenses .....................................        5,521,307           792,838        1,788,197         6,549,419
                                                          --------------    --------------   --------------    --------------
NET INVESTMENT INCOME (LOSS) ..........................       (5,521,307)          546,469        4,134,407        (5,324,689)
                                                          --------------    --------------   --------------    --------------

REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENTS:
Net realized gain on investments ......................       20,659,560           778,115        7,668,485         1,994,033
Capital gains distributions from mutual funds .........       32,117,202        10,715,745       18,741,770        19,221,026
Net unrealized appreciation (depreciation)
   of investments during the year .....................       15,569,750         4,483,540      (13,565,417)       56,124,110
                                                          --------------    --------------   --------------    --------------
Net realized and unrealized gain (loss) on investments        68,346,512        15,977,400       12,844,838        77,339,169
                                                          --------------    --------------   --------------    --------------
INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS ..........................   $   62,825,205    $   16,523,869   $   16,979,245    $   72,014,480
                                                          ==============    ==============   ==============    ==============
</TABLE>

* For the period from July 1, 1996 to December 31, 1996.                   

SEE NOTES TO FINANCIAL STATEMENTS.


                                       6

<PAGE>   111
================================================================================
                                                              SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
   AGSPC            AGSPC            AGSPC                               AGSPC             
   MIDCAP          SMALL CAP      INTERNATIONAL       AGSPC             GROWTH &        
   INDEX            INDEX           EQUITIES          GROWTH            INCOME          
    FUND            FUND             FUND              FUND              FUND            
  DIVISION 4      DIVISION 14      DIVISION 11       DIVISION 15        DIVISION 16     
- --------------   --------------   --------------    --------------    --------------
<S>              <C>              <C>               <C>               <C>           
$    6,776,195   $    2,324,957   $    3,599,021    $    2,128,889    $      799,107
- --------------   --------------   --------------    --------------    --------------


     5,262,899        1,687,562        2,007,600         4,407,390         1,201,329
          --               --               --                --                --
     5,262,899        1,687,562        2,007,600         4,407,390         1,201,329
- --------------   --------------   --------------    --------------    --------------
     1,513,296          637,395        1,591,421        (2,278,501)         (402,222)
- --------------   --------------   --------------    --------------    --------------



    17,436,698        4,544,601       10,405,298           130,878           483,596
    33,690,174       11,216,991        6,021,502        11,891,551         3,131,642

    33,029,566        7,711,563       (6,663,813)       58,161,783        19,205,904
- --------------   --------------   --------------    --------------    --------------
    84,156,438       23,473,155        9,762,987        70,184,212        22,821,142
- --------------   --------------   --------------    --------------    --------------

$   85,669,734   $   24,110,550   $   11,354,408    $   67,905,711    $   22,418,920
==============   ==============   ==============    ==============    ==============
</TABLE>


<TABLE>
<CAPTION>
                    NEUBERGER&         PUTNAM           PUTNAM           PUTNAM OTC &      
  FOUNDERS           BERMAN            GLOBAL            NEW              EMERGING          
   GROWTH            GUARDIAN          GROWTH         OPPORTUNITIES        GROWTH            
   FUND               TRUST             FUND             FUND               FUND              
 DIVISION 30*      DIVISION 29*       DIVISION 28*      DIVISION 26*      DIVISION 27*      
- --------------    --------------    --------------    --------------    --------------
<S>                <C>               <C>               <C>              <C>    
                                                                                                     
$       31,678    $       33,512    $      386,503    $         --      $       --        
- --------------    --------------    --------------    --------------    --------------
                                                                                                     
                                                                                                     
        74,336            22,319            39,664           113,933           108,371
       (14,593)           (4,401)           (7,712)          (22,122)          (21,011)
- --------------    --------------    --------------    --------------    --------------
        59,743            17,918            31,952            91,811            87,360
- --------------    --------------    --------------    --------------    --------------
       (28,065)           15,594           354,551           (91,811)           (87,360)
- --------------    --------------    --------------    --------------    --------------



          --              10,864             1,237             9,737             9,014
     2,106,129           128,127           765,977           333,297         2,846,114

    (1,697,540)          348,451          (504,554)       (1,619,779)       (4,620,592)
- --------------    --------------    --------------    --------------    --------------
       408,589           487,442           262,660        (1,276,745)       (1,765,464)
- --------------    --------------    --------------    --------------    --------------

$      380,524    $      503,036    $      617,211    $   (1,368,556)   $   (1,852,824)
==============    ==============    ==============    ==============    ==============
</TABLE>



                                      7


<PAGE>   112
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

STATEMENTS OF OPERATIONS            
For the year ended December 31, 1996

<TABLE>
<CAPTION>

                                                                           
                                                              SCUDDER         
                                                             GROWTH AND         TEMPLETON         TEMPLETON       
                                                              INCOME         ASSET ALLOCATION      FOREIGN         
                                                                FUND              FUND               FUND            
                                                             DIVISION 21*      DIVISION 19        DIVISION 32*    
                                                          ----------------   ----------------   ----------------
<S>                                                       <C>                <C>                <C>             
INVESTMENT INCOME: ....................................   $        158,744   $      3,271,039   $        550,688
Dividends from mutual funds ...........................               --   

EXPENSES:
Mortality and expense risk charge .....................             38,490          1,812,817             84,678
Reimbursement of expenses (Note C) ....................               --                 --              (16,623)
   Total expenses .....................................             38,490          1,812,817             68,055
NET INVESTMENT INCOME (LOSS) ..........................            120,254          1,458,222            482,633

REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENTS:
Net realized gain on investments ......................             22,419            430,651                125
Capital gains distributions from mutual funds .........            607,596          2,566,073            285,587
Net unrealized appreciation (depreciation)
   of investments during the year .....................             84,718         19,843,521          1,121,790
Net realized and unrealized gain on investments .......            714,733         22,840,245          1,407,502
INCREASE IN NET ASSETS
   RESULTING FROM OPERATIONS ..........................   $        834,987   $     24,298,467   $      1,890,135
                                                          ================   ================   ================
</TABLE>

STATEMENTS OF OPERATIONS            
For the year ended December 31, 1996
<TABLE>
<CAPTION>
                                                                                                      AGSPC      
                                                                                                     GOVERNMENT  
                                                               AGSPC CAPITAL CONSERVATION FUND      SECURITIES   
                                                               --------------------------------        FUND      
                                                                 DIVISION 1       DIVISION 7         DIVISION 8  
                                                               --------------    --------------    --------------
<S>                                                            <C>               <C>               <C>           
INVESTMENT INCOME:
Dividends from mutual funds ................................   $      454,827    $    3,599,885    $    4,872,690
                                                               --------------    --------------    --------------
EXPENSES:
Mortality and expense risk charge ..........................           69,783           545,929           795,753
Reimbursement of expenses (Note C) .........................             --                --                --   
   Total expenses ..........................................           69,783           545,929           795,753
                                                               --------------    --------------    --------------
NET INVESTMENT INCOME ......................................          385,044         3,053,956         4,076,937
                                                               --------------    --------------    --------------

REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENTS:
Net realized gain (loss) on investments ....................           60,355          (425,696)         (378,294)
Capital gains distributions from mutual funds ..............             --                --                --   
Net unrealized appreciation (depreciation)
   of investments during the year ..........................         (428,426)       (2,170,354)       (2,658,037)
                                                               --------------    --------------    --------------
Net realized and unrealized gain (loss) on investments .....         (368,071)       (2,596,050)       (3,036,331)
                                                               --------------    --------------    --------------
INCREASE IN NET ASSETS
   RESULTING FROM OPERATIONS ...............................   $       16,973    $      457,906    $    1,040,606
                                                               ==============    ==============    ==============
</TABLE>

* For the period from July 1, 1996 to December 31, 1996.           
                                                                   
SEE NOTES TO FINANCIAL STATEMENTS.

                                       8


<PAGE>   113
================================================================================
                                                              SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
   TEMPLETON         TWENTIETH        VANGUARD/                         
 INTERNATIONAL     CENTURY ULTRA     WELLINGTON         VANGUARD/         
    FUND              FUND              FUND            WINDSOR II      
 DIVISION 20       DIVISION 31*      DIVISION 25*      DIVISION 24*    
- --------------    --------------    --------------    --------------
<S>               <C>               <C>               <C>   
$    4,540,296    $         --      $      379,677    $      576,345
- --------------    --------------    --------------    --------------


     4,934,897            43,940            53,077            88,288
          --              (6,881)             --                --   
- --------------    --------------    --------------    --------------
     4,934,897            37,059            53,077            88,288
- --------------    --------------    --------------    --------------
      (394,601)          (37,059)          326,600           488,057
- --------------    --------------    --------------    --------------

     3,551,468            18,993              --              11,774
     1,324,253           884,238           818,129         1,554,790
- --------------    --------------    --------------    --------------

    78,888,709          (659,907)         (444,072)         (217,368)
- --------------    --------------    --------------    --------------
    83,764,430           243,324           374,057         1,349,196
- --------------    --------------    --------------    --------------

$   83,369,829    $      206,265    $      700,657    $    1,837,253
==============    ==============    ==============    ==============
</TABLE>

<TABLE>
<CAPTION>
                                                       VANGUARD             VANGUARD 
  AGSPC                                             FIXED INCOME         FIXED INCOME 
INTERNATIONAL                                       SECURITIES FUND-     SECURITIES FUND-
 GOVERNMENT          AGSPC MONEY MARKET FUND         L/T CORPORATE      L/T U.S. TREASURY
  BOND FUND       -------------------------------     PORTFOLIO             PORTFOLIO  
 DIVISION 13        DIVISION 2       DIVISION 6       DIVISION 22*         DIVISION 23*
- --------------    --------------   --------------   ----------------    ----------------
<S>               <C>              <C>              <C>                 <C>             
$    8,037,534    $      272,228   $    4,429,817   $         44,221    $         57,514
- --------------    --------------   --------------   ----------------    ----------------


     1,475,858            55,691          904,012              8,054              11,232
          --                --               --                 --                  --   
- --------------    --------------   --------------   ----------------    ----------------
     1,475,858            55,691          904,012              8,054              11,232
- --------------    --------------   --------------   ----------------    ----------------
     6,561,676           216,537        3,525,805             36,167              46,282
- --------------    --------------   --------------   ----------------    ----------------

     1,815,703              --               --                2,260               2,349
       295,588              --               --               31,298                --   

    (2,362,017)             --               --              (11,407)             33,654
- --------------    --------------   --------------   ----------------    ----------------
      (250,726)             --               --               22,151              36,003
- --------------    --------------   --------------   ----------------    ----------------

$    6,310,950    $      216,537   $    3,525,805   $         58,318    $         82,285
==============    ==============   ==============   ================    ================
</TABLE>


                                       9

<PAGE>   114
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

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



<TABLE>
<CAPTION>
                                                                                             AGSPC STOCK INDEX FUND
                                                                    ---------------------------------------------------------------
                                                                           DIVISION 10A                          DIVISION 10B      
                                                                   ------------------------------    ------------------------------
                                                                      1996             1995             1996             1995 
                                                                   -------------    -------------    -------------    -------------
<S>                                                                <C>              <C>              <C>              <C>          
OPERATIONS:
Net investment income ..........................................   $   3,186,584    $   3,760,733    $     462,074    $     493,423
Net realized gain on investments ...............................      12,767,086        5,349,737        2,085,848          631,222
Capital gains distributions from mutual funds ..................       2,739,498        6,875,040          222,372          570,166
Net unrealized appreciation
   of investments during the year ..............................      51,675,655       78,996,842        3,182,195        6,528,773
                                                                   -------------    -------------    -------------    -------------
     Increase in net assets resulting from operations ..........      70,368,823       94,982,352        5,952,489        8,223,584
                                                                   -------------    -------------    -------------    -------------

PRINCIPAL TRANSACTIONS:
Purchase payments ..............................................       4,265,439        5,033,111          501,306          574,384
Surrenders of accumulation units by terminations,
   withdrawals, and maintenance fees ...........................     (22,309,652)     (16,541,542)      (2,364,484)      (1,698,590)
Annuity benefit payments .......................................      (1,401,028)      (1,296,973)        (250,350)        (218,489)
Amounts transferred (to) from VALIC general account ............     (13,443,730)     (23,599,151)      (1,406,730)      (2,885,564)
                                                                   -------------    -------------    -------------    -------------
     Increase (decrease) in net assets
       resulting from principal transactions ...................     (32,888,971)     (36,404,555)      (3,520,258)      (4,228,259)
                                                                   -------------    -------------    -------------    -------------
TOTAL INCREASE IN NET ASSETS ...................................      37,479,852       58,577,797        2,432,231        3,995,325

NET ASSETS:
Beginning of year ..............................................     341,169,177      282,591,380       28,293,693       24,298,368
                                                                   -------------    -------------    -------------    -------------
End of year ....................................................   $ 378,649,029    $ 341,169,177    $  30,725,924    $  28,293,693
                                                                   =============    =============    =============    =============

CHANGE IN UNITS OUTSTANDING:
Accumulation units beginning of year ...........................      29,995,363       33,814,520        1,560,525        1,836,094
Purchase payments ..............................................         323,038          497,922           26,729           39,513
Surrenders .....................................................      (1,822,126)      (1,718,657)        (123,291)        (110,735)
Transfers - interdivision and (to) from VALIC general account ..      (1,116,886)      (2,598,422)         (83,562)        (204,347)
                                                                   -------------    -------------    -------------    -------------
Accumulation units end of year .................................      27,379,389       29,995,363        1,380,401        1,560,525
                                                                   =============    =============    =============    =============
</TABLE>

<TABLE>
<CAPTION>
                                                                           DECEMBER 31:                    DECEMBER 31:         
                                                                   ----------------------------    ----------------------------   
                                                                      1996            1995              1996          1995       
                                                                   -------------   ------------    -------------   ------------   
<S>                                                                <C>             <C>             <C>             <C>            
Accumulation unit value........................................    $   13.413891   $  11.036946    $   21.070956   $  17.221812   
                                                                   =============   ============    =============   ============   
Annuity unit value assuming a 3.5% discount factor.............    $    3.873132   $   3.298369    $    5.173716   $   4.376632   
                                                                   =============   ============    =============   ============   
</TABLE>



SEE NOTES TO FINANCIAL STATEMENTS.




                                      10

<PAGE>   115

================================================================================
                                                             SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                          
                                                                               
                         AGSPC STOCK INDEX FUND                              
- ------------------------------------------------------------------------  
           DIVISION 10C                          DIVISION 10D                 
- ----------------------------------    ----------------------------------  
    1996               1995               1996               1995         
- ---------------    ---------------    ---------------    ---------------  
<S>                <C>                <C>                <C>              
$    11,741,408    $    10,698,331    $       363,909    $       472,763  
     10,129,542         10,775,457          2,391,364          1,335,894  
     11,061,404         21,483,819            307,213            831,333  
                                                                          
    222,475,966        221,238,425          4,964,983          9,456,579  
- ---------------    ---------------    ---------------    ---------------  
    255,408,320        264,196,032          8,027,469         12,096,569  
- ---------------    ---------------    ---------------    ---------------  
                                                                          
                                                                          
    210,185,191        155,833,642          1,004,698          1,280,197  
                                                                          
    (49,624,470)       (30,060,583)        (2,219,367)        (2,417,823) 
        (61,625)           (29,665)           (10,433)            (5,520) 
     47,055,243        (42,300,802)        (5,536,446)        (7,115,532) 
- ---------------    ---------------    ---------------    ---------------  
                                                                          
    207,554,339         83,442,592         (6,761,548)        (8,258,678) 
- ---------------    ---------------    ---------------    ---------------  
    462,962,659        347,638,624          1,265,921          3,837,891  
                                                                          
                                                                          
  1,067,383,711        719,745,087         41,205,206         37,367,315  
- ---------------    ---------------    ---------------    ---------------  
$ 1,530,346,370    $ 1,067,383,711    $    42,471,127    $    41,205,206  
===============    ===============    ===============    ===============  
                                                                          
                                                                          
    455,255,243        416,234,288          9,885,873         12,207,684  
     80,768,570         76,950,994            231,458            341,405  
    (18,096,464)       (14,254,441)          (486,940)          (663,263) 
     18,879,616        (23,675,598)        (1,248,687)        (1,999,953) 
- ---------------    ---------------    ---------------    ---------------  
    536,806,965        455,255,243          8,381,704          9,885,873  
===============    ===============    ===============    ===============  

<CAPTION>
            DECEMBER 31:                         DECEMBER 31:           
- ----------------------------------    ----------------------------------   
     1996               1995               1996               1995       
- ---------------    ---------------    ---------------    ---------------  
<S>                <C>                <C>                <C>            
$      2.848437    $      2.343900    $      5.049088    $      4.155057   
===============    ===============    ===============    ===============  
$      2.085358    $      1.776053    $      3.032347    $      2.582770   
===============    ===============    ===============    ===============  

<CAPTION>
                                                      AGSPC
              AGSPC                                 SMALL CAP                      
        MIDCAP INDEX FUND                          INDEX FUND                    
- ----------------------------------    ----------------------------------
             DIVISION 4                            DIVISION 14                    
- ----------------------------------    ----------------------------------
    1996               1995               1996               1995 
- ---------------    ---------------    ---------------    ---------------
<S>                <C>                <C>                <C>            
$     1,513,296    $     2,391,702    $       637,395    $       563,294
     17,436,698         10,603,188          4,544,601          2,963,270
     33,690,174         17,377,938         11,216,991          2,945,819

     33,029,566         76,322,743          7,711,563         24,766,420
- ---------------    ---------------    ---------------    ---------------
     85,669,734        106,695,571         24,110,550         31,238,803
- ---------------    ---------------    ---------------    ---------------


     76,583,041         87,946,264         31,004,229         40,608,391

    (21,727,656)       (15,264,152)        (7,478,000)        (4,632,557)
        (19,036)           (16,844)              (563)            (3,022)
    (55,201,966)       (69,269,652)       (15,148,966)       (38,506,364)
- ---------------    ---------------    ---------------    ---------------

       (365,617)         3,395,616          8,376,700         (2,533,552)
- ---------------    ---------------    ---------------    ---------------
     85,304,117        110,091,187         32,487,250         28,705,251


    480,407,276        370,316,089        151,991,072        123,285,821
- ---------------    ---------------    ---------------    ---------------
$   565,711,393    $   480,407,276    $   184,478,322    $   151,991,072
===============    ===============    ===============    ===============


    172,613,690        171,442,018         98,335,995        100,383,839
     25,301,831         35,874,094         18,844,484         30,141,511
     (7,030,990)        (5,995,776)        (4,305,572)        (3,356,851)
    (18,067,553)       (28,706,646)        (9,554,065)       (28,832,504)
- ---------------    ---------------    ---------------    ---------------
    172,816,978        172,613,690        103,320,842         98,335,995
===============    ===============    ===============    ===============

<CAPTION>
            DECEMBER 31:                         DECEMBER 31:           
- ----------------------------------    ----------------------------------   
     1996               1995               1996               1995       
- ---------------    ---------------    ---------------    ---------------  
<S>                <C>                <C>                <C>            
$      3.272588    $      2.782677    $      1.785442    $      1.544896
===============    ===============    ===============    ===============  
$      2.044683    $      1.799452    $      1.520786    $      1.361960
===============    ===============    ===============    ===============  
</TABLE>





                                      11

<PAGE>   116
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

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


<TABLE>
<CAPTION>
                                                                               AGSPC
                                                                      INTERNATIONAL EQUITIES                      AGSPC         
                                                                               FUND                            GROWTH FUND      
                                                                            DIVISION 11                         DIVISION 15     
                                                                   ------------------------------    ------------------------------
                                                                        1996             1995             1996             1995 
                                                                   -------------    -------------    -------------    -------------
<S>                                                                <C>              <C>              <C>              <C>           
OPERATIONS:                                                    
Net investment income (loss) ...................................   $   1,591,421    $   1,304,847    $  (2,278,501)   $    (869,578)
Net realized gain on investments ...............................      10,405,298       13,215,875          130,878            8,587
Capital gains distributions from mutual funds ..................       6,021,502        4,363,325       11,891,551        3,650,399
Net unrealized appreciation (depreciation)                     
   of investments during the year ..............................      (6,663,813)        (725,229)      58,161,783       39,103,633
                                                                   -------------    -------------    -------------    -------------
     Increase in net assets resulting from operations ..........      11,354,408       18,158,818       67,905,711       41,893,041
                                                                   -------------    -------------    -------------    -------------
                                                               
PRINCIPAL TRANSACTIONS:                                        
Purchase payments ..............................................      34,022,917       52,726,233      164,255,730       58,223,803
Surrenders of accumulation units by terminations,              
   withdrawals, and maintenance fees ...........................      (8,616,063)      (6,722,321)     (10,378,550)      (1,776,523)
Annuity benefit payments .......................................         (13,432)          (5,870)         (38,688)            --   
Amounts transferred (to) from VALIC general account ............     (45,208,742)     (63,364,477)     172,227,639      109,893,422
                                                                   -------------    -------------    -------------    -------------
     Increase (decrease) in net assets                         
       resulting from principal transactions ...................     (19,815,320)     (17,366,435)     326,066,131      166,340,702
                                                                   -------------    -------------    -------------    -------------
TOTAL INCREASE (DECREASE) IN NET ASSETS ........................      (8,460,912)         792,383      393,971,842      208,233,743
                                                               
NET ASSETS:                                                    
Beginning of year ..............................................     199,687,440      198,895,057      241,143,765       32,910,022
                                                                   -------------    -------------    -------------    -------------
End of year ....................................................   $ 191,226,528    $ 199,687,440    $ 635,115,607    $ 241,143,765
                                                                   =============    =============    =============    =============
                                                               
CHANGE IN UNITS OUTSTANDING:                                   
Accumulation units beginning of year ...........................     172,564,018      187,749,916      164,417,848       32,633,370
Purchase payments ..............................................      28,526,458       49,402,081      101,043,809       45,984,606
Surrenders .....................................................      (7,207,422)      (6,214,230)      (5,693,969)      (1,266,891)
Transfers - interdivision and (to) from VALIC general account ..     (37,656,740)     (58,373,749)     106,504,821       87,066,763
                                                                   -------------    -------------    -------------    -------------
Accumulation units end of year .................................     156,226,314      172,564,018      366,272,509      164,417,848
                                                                   =============    =============    =============    =============
</TABLE>


<TABLE>
<CAPTION>
                                                                             DECEMBER 31:                  DECEMBER 31:       
                                                                   ------------------------------     -----------------------------
                                                                        1996            1995              1996             1995 
                                                                   -------------    -------------     ------------     ------------
<S>                                                                <C>              <C>               <C>              <C>         
Accumulation unit value ........................................   $    1.222906    $    1.156454     $   1.733324     $   1.466652
                                                                   =============    =============     ============     ============
Annuity unit value assuming a 3.5% discount factor .............   $    0.953246    $    0.933003     $   1.580931     $   1.384532
                                                                   =============    =============     ============     ============
</TABLE>



SEE NOTES TO FINANCIAL STATEMENTS.




                                     12

<PAGE>   117

================================================================================
                                                              SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                                  AGSPC    
             AGSPC                            AGSPC                            AGSPC                        TIMED OPPORTUNITY 
     GROWTH & INCOME FUND             SCIENCE & TECHNOLOGY FUND        SOCIAL AWARENESS FUND                      FUND        
- ------------------------------    ------------------------------   ------------------------------    ------------------------------
          DIVISION 16                      DIVISION 17                      DIVISION 12                        DIVISION 5     
- ------------------------------    ------------------------------   ------------------------------    ------------------------------
    1996             1995             1996             1995            1996             1995             1996             1995 
- -------------    -------------    -------------    -------------   -------------    -------------    -------------    -------------
<S>              <C>              <C>              <C>             <C>              <C>              <C>              <C>          
$    (402,222)   $     (75,425)   $  (5,521,307)   $  (1,432,122)  $     546,469    $     599,922    $   4,134,407    $   5,452,120
      483,596           19,953       20,659,560        6,545,968         778,115          371,169        7,668,485        2,006,917
    3,131,642          472,785       32,117,202       37,380,606      10,715,745        3,609,468       18,741,770        3,186,462
                                                                  
   19,205,904        8,794,032       15,569,750       41,310,631       4,483,540       10,227,915      (13,565,417)      26,710,438
- -------------    -------------    -------------    -------------   -------------    -------------    -------------    -------------
   22,418,920        9,211,345       62,825,205       83,805,083      16,523,869       14,808,474       16,979,245       37,355,937
- -------------    -------------    -------------    -------------   -------------    -------------    -------------    -------------
                                                                  
                                                                  
   41,180,652       17,507,504      181,422,903       93,027,877      18,543,307       10,849,944       15,126,160       20,940,181
                                                                  
   (2,962,157)        (641,935)     (14,164,178)      (3,055,711)     (3,798,307)      (1,516,923)     (11,037,733)      (7,824,702)
       (1,598)            --            (40,073)            (824)           --               --             (7,329)          (6,591)
   43,756,812       28,680,150      105,706,951      147,758,969      13,547,350       (2,864,774)     (30,784,573)     (42,300,580)
- -------------    -------------    -------------    -------------   -------------    -------------    -------------    -------------
                                                                  
   81,973,709       45,545,719      272,925,603      237,730,311      28,292,350        6,468,247      (26,703,475)     (29,191,692)
- -------------    -------------    -------------    -------------   -------------    -------------    -------------    -------------
  104,392,629       54,757,064      335,750,808      321,535,394      44,816,219       21,276,721       (9,724,230)       8,164,245
                                                                  
                                                                  
   67,135,576       12,378,512      375,213,356       53,677,962      60,099,810       38,823,089      182,953,705      174,789,460
- -------------    -------------    -------------    -------------   -------------    -------------    -------------    -------------
$ 171,528,205    $  67,135,576    $ 710,964,164    $ 375,213,356   $ 104,916,029    $  60,099,810    $ 173,229,475    $ 182,953,705
=============    =============    =============    =============   =============    =============    =============    =============
                                                                  
                                                                  
   51,779,089       12,386,602      187,862,232       42,726,137      32,750,120       29,015,764       75,851,431       89,377,860
   28,095,895       14,980,745       84,389,312       54,428,033       9,143,695        6,860,477        6,003,535        9,806,864
   (1,842,881)        (455,265)      (6,049,987)      (1,584,330)     (1,827,332)        (929,671)      (4,376,494)      (3,569,040)
   30,309,532       24,867,007       49,608,089       92,292,392       6,507,533       (2,196,450)     (12,185,855)     (19,764,253)
- -------------    -------------    -------------    -------------   -------------    -------------    -------------    -------------
  108,341,635       51,779,089      315,809,646      187,862,232      46,574,016       32,750,120       65,292,617       75,851,431
=============    =============    =============    =============   =============    =============    =============    =============
</TABLE>


<TABLE>
<CAPTION>
         DECEMBER 31:                     DECEMBER 31:                     DECEMBER 31:                      DECEMBER 31:          
- ------------------------------    ------------------------------   ------------------------------    ------------------------------
    1996             1995             1996             1995            1996             1995             1996            1995 
- -------------    -------------    -------------    -------------   -------------    -------------    ------------     -------------
<S>              <C>              <C>              <C>             <C>              <C>              <C>              <C>
$    1.583056    $    1.296577    $    2.250471    $    1.997175   $    2.252673    $    1.835102    $    2.651899    $    2.411022
=============    =============    =============    =============   =============    =============    =============    =============
$    1.443874    $    1.223980    $    2.052612    $    1.885352   $    1.755941    $    1.480522    $    1.680570    $    1.581407
=============    =============    =============    =============   =============    =============    =============    =============
</TABLE>





                                      13
<PAGE>   118
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

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

<TABLE>
<CAPTION>
                                                                                                          FOUNDERS
                                                                                                           GROWTH
                                                                      DREYFUS SMALL CAP PORTFOLIO           FUND            
                                                                     ------------------------------     -------------
                                                                              DIVISION 18                DIVISION 30     
                                                                     ------------------------------     -------------
                                                                         1996             1995              1996*
                                                                     -------------    -------------     -------------
<S>                                                                  <C>              <C>               <C>           
OPERATIONS:
Net investment income (loss) .....................................   $  (5,324,689)   $  (1,441,343)    $     (28,065)
Net realized gain on investments .................................       1,994,033           26,776              --   
Capital gains distributions from mutual funds ....................      19,221,026        6,796,184         2,106,129
Net unrealized appreciation (depreciation)
   of investments during the year ................................      56,124,110       47,179,100        (1,697,540)
                                                                     -------------    -------------     -------------
     Increase (decrease) in net assets resulting from operations .      72,014,480       52,560,717           380,524
                                                                     -------------    -------------     -------------

PRINCIPAL TRANSACTIONS:
Purchase payments ................................................     168,538,535       96,201,687         8,595,522
Surrenders of accumulation units by terminations,
   withdrawals, and maintenance fees .............................     (13,795,343)      (3,867,838)          (36,494)
Annuity benefit payments .........................................          (8,413)            (915)             --   
Amounts transferred (to) from VALIC general account ..............      74,732,906      122,606,635        23,178,924
                                                                     -------------    -------------     -------------
     Increase in net assets
       resulting from principal transactions .....................     229,467,685      214,939,569        31,737,952
                                                                     -------------    -------------     -------------
TOTAL INCREASE IN NET ASSETS .....................................     301,482,165      267,500,286        32,118,476

NET ASSETS:
Beginning of year ................................................     356,903,894       89,403,608              --   
                                                                                      -------------     -------------
End of year ......................................................   $ 658,386,059    $ 356,903,894     $  32,118,476
                                                                     =============    =============     =============

CHANGE IN UNITS OUTSTANDING:
Accumulation units beginning of year .............................     267,735,219       85,169,871              --   
Purchase payments ................................................     117,376,109       80,950,706         9,274,157
Surrenders .......................................................      (8,756,141)      (2,954,777)          (32,596)
Transfers - interdivision and (to) from VALIC general account ....      52,528,063      104,569,419        21,955,903
                                                                     -------------    -------------     -------------
Accumulation units end of year ...................................     428,883,250      267,735,219        31,197,464
                                                                     =============    =============     =============
</TABLE>

<TABLE>
<CAPTION>
                                                                 DECEMBER 31:            DECEMBER 31,    
                                                          ---------------------------   ------------
                                                              1996           1995           1996 
                                                          ------------   ------------   ------------
<S>                                                       <C>            <C>            <C>         
Accumulation unit value ...............................   $   1.534694   $   1.332904   $   1.029522
                                                          ============   ============   ============
Annuity unit value assuming a 3.5% discount factor ....   $   1.409551   $   1.267071   $   1.011867
                                                          ============   ============   ============
</TABLE>

* For the period from July 1, 1996 to December 31, 1996.

SEE NOTES TO FINANCIAL STATEMENTS.





                                      14

<PAGE>   119
================================================================================
                                                              SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                           PUTNAM            
                      PUTNAM            PUTNAM              OTC &            SCUDDER         
                      GLOBAL             NEW               EMERGING        GROWTH AND      
NEUBERGER&BERMAN       GROWTH         OPPORTUNITIES         GROWTH           INCOME          
 GUARDIAN TRUST        FUND               FUND               FUND             FUND            
  DIVISION 29       DIVISION 28        DIVISION 26        DIVISION 27      DIVISION 21     
- --------------    --------------    --------------    --------------    --------------
    1996*              1996*              1996*            1996*              1996*
- --------------    --------------    --------------    --------------    --------------
<S>                <C>                <C>                <C>                <C>           
$       15,594    $      354,551    $      (91,811)   $      (87,360)   $      120,254
        10,864             1,237             9,737             9,014            22,419
       128,127           765,977           333,297         2,846,114           607,596

       348,451          (504,554)       (1,619,779)       (4,620,592)           84,718
- --------------    --------------    --------------    --------------    --------------
       503,036           617,211        (1,368,556)       (1,852,824)          834,987
- --------------    --------------    --------------    --------------    --------------


     2,108,685         3,174,282        11,510,093        11,571,920         4,643,308

       (21,439)          (15,952)          (87,148)          (77,988)          (23,004)
          --                --                --                --                --
     6,613,024        13,833,517        40,168,590        34,125,847        12,968,194
- --------------    --------------    --------------    --------------    --------------

     8,700,270        16,991,847        51,591,535        45,619,779        17,588,498
- --------------    --------------    --------------    --------------    --------------
     9,203,306        17,609,058        50,222,979        43,766,955        18,423,485
          --                --                --                --                --
- --------------    --------------    --------------    --------------    --------------
$    9,203,306    $   17,609,058    $   50,222,979    $   43,766,955    $   18,423,485
==============    ==============    ==============    ==============    ==============
          --                --                --                --                --
     2,109,025         3,377,941        13,342,250        13,681,504         4,726,075
       (19,267)          (16,466)          (87,502)          (82,877)          (21,254)
     6,121,834        13,287,125        39,746,951        35,304,201        11,819,225
- --------------    --------------    --------------    --------------    --------------
     8,211,592        16,648,600        53,001,699        48,902,828        16,524,046
==============    ==============    ==============    ==============    ==============
</TABLE>

<TABLE>
<CAPTION>
 December 31,      December 31,      December 31,      December 31,      December 31,    
     1996              1996              1996              1996              1996 
- --------------    --------------    --------------    --------------    --------------
<S>               <C>               <C>               <C>               <C>         
$     1.120770    $     1.057690    $     0.947573    $     0.894978    $     1.114950
==============    ==============    ==============    ==============    ==============
$     1.101550    $     1.039552    $     0.931324    $     0.879630    $     1.095830
==============    ==============    ==============    ==============    ==============
</TABLE>




                                      15
<PAGE>   120
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

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



<TABLE>
<CAPTION>
                                                                                                         TEMPLETON       
                                                                          TEMPLETON ASSET                 FOREIGN         
                                                                            ALLOCATION FUND                FUND            
                                                                    ------------------------------     -------------
                                                                              DIVISION 19               DIVISION 32     
                                                                    ------------------------------     -------------
                                                                        1996             1995              1996*
                                                                    -------------    -------------     -------------
<S>                                                                 <C>              <C>               <C>          
OPERATIONS:
Net investment income (loss) ....................................   $   1,458,222    $     360,608     $     482,633
Net realized gain on investments ................................         430,651           87,754               125
Capital gains distributions from mutual funds ...................       2,566,073             --             285,587
Net unrealized appreciation (depreciation)
   of investments during the year ...............................      19,843,521       11,935,576         1,121,790
                                                                    -------------    -------------     -------------
     Increase in net assets resulting from operations ...........      24,298,467       12,383,938         1,890,135
                                                                    -------------    -------------     -------------

PRINCIPAL TRANSACTIONS:
Purchase payments ...............................................      46,026,342       26,412,918         9,386,263
Surrenders of accumulation units by terminations,
   withdrawals, and maintenance fees ............................      (3,839,217)      (1,156,891)         (122,577)
Annuity benefit payments ........................................         (39,584)          (1,361)             --   
Amounts transferred (to) from VALIC general account .............      33,529,527       24,133,475        28,301,252
                                                                    -------------    -------------     -------------
     Increase in net assets
       resulting from principal transactions ....................      75,677,068       49,388,141        37,564,938
                                                                    -------------    -------------     -------------
TOTAL INCREASE IN NET ASSETS ....................................      99,975,535       61,772,079        39,455,073

NET ASSETS:
Beginning of year ...............................................      94,625,352       32,853,273              --   
                                                                    -------------    -------------     -------------
End of year .....................................................   $ 194,600,887    $  94,625,352     $  39,455,073
                                                                    =============    =============     =============

CHANGE IN UNITS OUTSTANDING:
Accumulation units beginning of year ............................      78,494,505       32,807,602              --   
Purchase payments ...............................................      35,369,271       24,212,805        10,156,940
Surrenders ......................................................      (2,676,756)        (964,768)         (116,295)
Transfers - interdivision and (to) from VALIC general account ...      26,197,650       22,438,866        26,631,183
                                                                    =============    =============     =============
Accumulation units end of year ..................................     137,384,670       78,494,505        36,671,828
                                                                    =============    =============     =============
</TABLE>

<TABLE>
<CAPTION>
                                                                            DECEMBER 31:               DECEMBER 31,    
                                                                     -----------------------------     -------------
                                                                         1996             1995             1996 
                                                                     ------------    -------------     -------------
<S>                                                                  <C>             <C>               <C>         
Accumulation unit value ........................................... $    1.414844    $    1.205181     $    1.075896
                                                                    =============    =============     =============
Annuity unit value assuming a 3.5% discount factor ...............  $    1.299474    $    1.145656     $    1.057446
                                                                    =============    =============     =============
</TABLE>

* For the period from July 1, 1996 to December 31, 1996.

SEE NOTES TO FINANCIAL STATEMENTS.





                                      16

<PAGE>   121
================================================================================
                                                              SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                    TWENTIETH       
                                     CENTURY          VANGUARD/        
                                      ULTRA          WELLINGTON          VANGUARD/
 TEMPLETON INTERNATIONAL FUND          FUND             FUND            WINDSOR II
- ------------------------------    -------------     -------------     -------------
          DIVISION 20              DIVISION 31       DIVISION 25       DIVISION 24 
- ------------------------------    -------------     -------------     -------------
     1996             1995             1996*             1996*             1996*
- -------------    -------------    -------------     -------------     -------------
<S>              <C>              <C>               <C>               <C>          
$    (394,601)   $  (1,169,628)   $     (37,059)    $     326,600     $     488,057
    3,551,468           25,628           18,993              --              11,774
    1,324,253          350,470          884,238           818,129         1,554,790

   78,888,709       23,406,038         (659,907)         (444,072)         (217,368)
- -------------    -------------    -------------     -------------     -------------
   83,369,829       22,612,508          206,265           700,657         1,837,253
- -------------    -------------    -------------     -------------     -------------


  121,376,573       69,120,243        4,513,492         7,042,246        10,178,409

   (9,699,818)      (2,577,387)         (29,941)          (12,075)         (103,527)
       (3,367)            (463)            --                --                --   
   84,599,243       89,125,401       12,627,842        17,458,690        29,887,643
- -------------    -------------    -------------     -------------     -------------

  196,272,631      155,667,794       17,111,393        24,488,861        39,962,525
- -------------    -------------    -------------     -------------     -------------
  279,642,460      178,280,302       17,317,658        25,189,518        41,799,778


  250,381,351       72,101,049             --                --                --   
- -------------    -------------    -------------     -------------     -------------
$ 530,023,811    $ 250,381,351    $  17,317,658     $  25,189,518     $  41,799,778
=============    =============    =============     =============     =============


  219,124,926       71,716,511             --                --                --   
   97,229,761       65,697,216        4,747,541         7,335,077        10,359,662
   (7,187,616)      (2,198,909)         (27,374)          (12,748)          (91,924)
   69,414,878       83,910,108       11,933,909        15,544,305        27,025,023
- -------------    -------------    -------------     -------------     -------------
  378,581,949      219,124,926       16,654,076        22,866,634        37,292,761
=============    =============    =============     =============     =============

<CAPTION>
         DECEMBER 31:     
- ------------------------------     DECEMBER 31,      DECEMBER 31,      DECEMBER 31,
     1996             1995             1996              1996              1996 
- -------------    -------------    -------------     -------------     -------------
<S>              <C>              <C>               <C>               <C>          
$    1.399702    $    1.142586    $    1.039845     $    1.101584     $    1.120855
=============    =============    =============     =============     =============
$    1.285567    $    1.086152    $    1.022013     $    1.082693     $    1.101634
=============    =============    =============     =============     =============
</TABLE>





                                      17
<PAGE>   122
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

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

<TABLE>
<CAPTION>
                                                                            AGSPC                           AGSPC 
                                                                    CAPITAL CONSERVATION            CAPITAL CONSERVATION
                                                                            FUND                            FUND
                                                                ----------------------------    ----------------------------
                                                                         DIVISION 1                       DIVISION 7
                                                                ----------------------------    ----------------------------
                                                                    1996            1995            1996            1995 
                                                                ------------    ------------    ------------    ------------
<S>                                                             <C>             <C>             <C>             <C>         
OPERATIONS:
Net investment income ......................................... $    385,044    $    449,111    $  3,053,956    $  2,607,547
Net realized gain (loss) on investments .......................       60,355          65,122        (425,696)       (138,616)
Capital gains distributions from mutual funds .................         --              --              --              --   
Net unrealized appreciation (depreciation)
   of investments during the year .............................     (428,426)        906,759      (2,170,354)      5,643,853
                                                                ------------    ------------    ------------    ------------
     Increase in net assets resulting from operations .........       16,973       1,420,992         457,906       8,112,784
                                                                ------------    ------------    ------------    ------------

PRINCIPAL TRANSACTIONS:
Purchase payments .............................................      280,092         286,600      10,990,401      10,464,260
Surrenders of accumulation units by terminations,
   withdrawals, and maintenance fees ..........................     (624,478)       (623,792)     (2,515,394)     (1,972,220)
Annuity benefit payments ......................................         (512)           (499)           --              --   
Amounts transferred (to) from VALIC general account ...........     (953,654)     (1,306,120)     (7,231,500)     (3,821,311)
                                                                ------------    ------------    ------------    ------------
     Increase (decrease) in net assets
       resulting from principal transactions ..................   (1,298,552)     (1,643,811)      1,243,507       4,670,729
                                                                ------------    ------------    ------------    ------------
TOTAL INCREASE (DECREASE) IN NET ASSETS .......................   (1,281,579)       (222,819)      1,701,413      12,783,513

NET ASSETS:
Beginning of year .............................................    7,783,449       8,006,268      53,588,066      40,804,553
                                                                ------------    ------------    ------------    ------------
End of year ................................................... $  6,501,870    $  7,783,449    $ 55,289,479    $ 53,588,066
                                                                ============    ============    ============    ============

CHANGE IN UNITS OUTSTANDING:
Accumulation units beginning of year ..........................    2,402,085       2,953,861      29,573,808      26,859,219
Purchase payments .............................................       87,169          96,297       6,098,740       6,253,935
Surrenders ....................................................     (196,821)       (207,008)     (1,343,357)     (1,058,493)
Transfers - interdivision and (to) from VALIC
  general account . ...........................................     (300,897)       (441,065)     (4,042,697)     (2,480,853)
                                                                ------------    ------------    ------------    ------------
Accumulation units end of year ................................    1,991,536       2,402,085      30,286,494      29,573,808
                                                                ============    ============    ============    ============

<CAPTION>
                                                                        DECEMBER 31:                     DECEMBER 31:
                                                                ----------------------------    ----------------------------
                                                                    1996            1995            1996            1995 
                                                                ------------    ------------    ------------    ------------
<S>                                                             <C>             <C>             <C>             <C>         
Accumulation unit value ....................................... $   3.262402    $   3.238370    $   1.825549    $   1.812011
                                                                ============    ============    ============    ============
Annuity unit value assuming a 3.5% discount factor ............ $   1.794552    $   1.843690    $   1.255251    $   1.289558
                                                                ============    ============    ============    ============
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS.




                                      18

<PAGE>   123
================================================================================
SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
             AGSPC                            AGSPC                         
     GOVERNMENT SECURITIES           INTERNATIONAL GOVERNMENT                                   AGSPC                          
             FUND                            BOND FUND                                     MONEY MARKET FUND              
- -----------------------------    ------------------------------    ----------------------------------------------------------------
          DIVISION 8                        DIVISION 13                       DIVISION 2                        DIVISION 6   
- -----------------------------    ------------------------------    ------------------------------    ------------------------------
     1996            1995             1996             1995             1996             1995             1996             1995 
- -------------   -------------    -------------    -------------    -------------    -------------    -------------    -------------
<C>             <C>              <C>              <C>              <C>              <C>              <C>              <C>          
$   4,076,937   $   2,982,495    $   6,561,676    $   3,459,290    $     216,537    $     306,524    $   3,525,805    $   3,277,326
     (378,294)        (28,711)       1,815,703          911,852             --               --               --               --   
         --              --            295,588          114,019             --               --               --               --   
                
   (2,658,037)      5,103,399       (2,362,017)       3,111,995             --               --               --               --   
- -------------   -------------    -------------    -------------    -------------    -------------    -------------    -------------
    1,040,606       8,057,183        6,310,950        7,597,156          216,537          306,524        3,525,805        3,277,326
- -------------   -------------    -------------    -------------    -------------    -------------    -------------    -------------
                
                
   18,451,360      15,047,915       48,300,297       31,073,737          163,293          355,756       40,448,483       26,840,702
                
   (3,354,710)     (1,987,445)      (4,925,561)      (1,946,252)        (465,203)        (681,366)     (13,617,200)      (7,793,169)
         --              --                (33)            --               --               --             (1,584)          (1,574)
   (2,269,092)      9,219,172       16,174,338       42,026,449       (1,426,148)        (806,250)      10,145,727      (54,484,648)
- -------------   -------------    -------------    -------------    -------------    -------------    -------------    -------------
                
   12,827,558      22,279,642       59,549,041       71,153,934       (1,728,058)      (1,131,860)      36,975,426      (35,438,689)
- -------------   -------------    -------------    -------------    -------------    -------------    -------------    -------------
   13,868,164      30,336,825       65,859,991       78,751,090       (1,511,521)        (825,336)      40,501,231      (32,161,363)
                
                
   71,703,775      41,366,950      112,312,180       33,561,090        6,391,022        7,216,358       80,257,395      112,418,758
- -------------   -------------    -------------    -------------    -------------    -------------    -------------    -------------
$  85,571,939   $  71,703,775    $ 178,172,171    $ 112,312,180    $   4,879,501    $   6,391,022    $ 120,758,626    $  80,257,395
=============   =============    =============    =============    =============    =============    =============    =============
                
                
   39,847,053      26,667,073       73,369,250       25,691,713        2,917,361        3,442,237       51,907,757       75,765,781
   10,391,393       9,058,310       31,815,367       21,413,110           73,255          165,743       25,572,924       18,072,687
   (1,871,516)     (1,149,951)      (3,112,236)      (1,286,336)        (208,252)        (316,475)      (8,565,366)      (5,090,822)
   (1,236,761)      5,271,621       10,529,212       27,550,763         (639,830)        (374,144)       6,208,780      (36,839,889)
- -------------   -------------    -------------    -------------    -------------    -------------    -------------    -------------
   47,130,169      39,847,053      112,601,593       73,369,250        2,142,534        2,917,361       75,124,095       51,907,757
=============   =============    =============    =============    =============    =============    =============    =============

<CAPTION>
         December 31:                       December 31:                      December 31:                      December 31:
- -----------------------------    ------------------------------    ------------------------------    ------------------------------
     1996            1995             1996             1995             1996             1995             1996             1995 
- -------------   -------------    -------------    -------------    -------------    -------------    -------------    -------------
<S>             <C>              <C>              <C>              <C>              <C>              <C>              <C>          
$    1.815651   $    1.799475    $    1.582230    $    1.530780    $    2.277444    $    2.190686    $    1.607212    $    1.545802
=============   =============    =============    =============    =============    =============    =============    =============
$    1.248443   $    1.280634    $    1.321708    $    1.323493    $    1.399179    $    1.392992    $    1.093041    $    1.088077
=============   =============    =============    =============    =============    =============    =============    =============
</TABLE>





                                      19
<PAGE>   124
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

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


<TABLE>
<CAPTION>
                                                                     VANGUARD          VANGUARD
                                                                       FIXED            FIXED 
                                                                      INCOME            INCOME 
                                                                     SECURITIES       SECURITIES
                                                                       FUND -         FUND - L/T
                                                                   L/T CORPORATE    U.S. TREASURY
                                                                     PORTFOLIO         PORTFOLIO 
                                                                    ------------     ------------
                                                                    DIVISION 22       DIVISION 23
                                                                    ------------     ------------
                                                                        1996*            1996*
                                                                    ------------     ------------
<S>                                                                 <C>              <C>         
OPERATIONS:
Net investment income ...........................................   $     36,167     $     46,282
Net realized gain on investments ................................          2,260            2,349
Capital gains distributions from mutual funds ...................         31,298             --   
Net unrealized appreciation (depreciation)
   of investments during the year ...............................        (11,407)          33,654
                                                                    ------------     ------------
     Increase in net assets resulting from operations ...........         58,318           82,285
                                                                    ------------     ------------

PRINCIPAL TRANSACTIONS:
Purchase payments ...............................................      1,030,635        1,117,289
Surrenders of accumulation units by terminations,
   withdrawals, and maintenance fees ............................         (3,212)          (9,447)
Annuity benefit payments ........................................           --               --   
Amounts transferred (to) from VALIC general account .............      2,445,116        3,186,574
                                                                    ------------     ------------
     Increase in net assets
       resulting from principal transactions ....................      3,472,539        4,294,416
                                                                    ------------     ------------
TOTAL INCREASE IN NET ASSETS ....................................      3,530,857        4,376,701

NET ASSETS:
Beginning of year ...............................................           --               --   
                                                                    ------------     ------------
End of year .....................................................   $  3,530,857     $  4,376,701
                                                                    ============     ============

CHANGE IN UNITS OUTSTANDING:
Accumulation units beginning of year ............................           --               --   
Purchase payments ...............................................      1,099,573        1,138,211
Surrenders ......................................................         (3,347)          (9,203)
Transfers - interdivision and (to) from VALIC general account ...      2,274,215        3,045,361
                                                                    ------------     ------------
Accumulation units end of year ..................................      3,370,441        4,174,369
                                                                    ============     ============
<CAPTION>
                                                                    December 31,     December 31,
                                                                        1996             1996 
                                                                    ------------     ------------
<S>                                                                 <C>              <C>         
Accumulation unit value .........................................   $   1.047595     $   1.048470
                                                                    ============     ============
Annuity unit value assuming a 3.5% discount factor ..............   $   1.029630     $   1.030490
                                                                    ============     ============
</TABLE>

* For the period from July 1, 1996 to December 31, 1996.

SEE NOTES TO FINANCIAL STATEMENTS.





                                      20
<PAGE>   125
================================================================================
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 thirty-three 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"): 
      AGSPC Stock Index Fund (Divisions 10A, B, C, and D)
      AGSPC MidCap Index Fund (Division 4)
      AGSPC Small Cap Index Fund (Division 14)
      AGSPC International Equities Fund (Division 11)
      AGSPC Growth Fund (Division 15)
      AGSPC Growth & Income Fund (Division 16)
      AGSPC Science & Technology Fund (Division 17)
      AGSPC Social Awareness Fund (Division 12)
      AGSPC Timed Opportunity Fund (Division 5)
      AGSPC Capital Conservation Fund (Divisions 1 and 7)
      AGSPC Government Securities Fund (Division 8)
      AGSPC International Government Bond Fund (Division 13)
      AGSPC Money Market Fund (Divisions 2 and 6)
     Dreyfus Variable Investment Fund --
      Dreyfus Small Cap Portfolio (Division 18)
     Founders Growth Fund (Division 30)
     Neuberger&Berman Guardian Trust (Division 29)
     Putnam Global Growth Fund (Division 28)
     Putnam New Opportunities Fund (Division 26)
     Putnam OTC & Emerging Growth Fund (Division 27)
     Scudder Growth and Income Fund (Division 21)
     Templeton Foreign Fund (Division 32)
     Templeton Variable Products Series Fund:
      Templeton Asset Allocation Fund (Division 19)
      Templeton International Fund (Division 20)
     Twentieth Century Ultra Fund (Division 31)
     Vanguard Fixed Income Securities Fund:
      Long-Term Corporate Portfolio (Division 22)
      Long-Term U.S. Treasury Portfolio (Division 23)
     Vanguard/Wellington Fund (Division 25)
     Vanguard/Windsor II (Division 24)

Divisions 21 through 32 commenced operations on July 1, 1996.

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 as
reported by the Fund.

     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 1983(a) Individual Mortality 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.


                                       21
<PAGE>   126
================================================================================
NOTES TO FINANCIAL STATEMENTS - CONTINUED                     SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------

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, 0.85% on the first
$10,000,000, 0.425% on the next $90,000,000, and 0.21% 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 through 32, 1.25%. Certain
unaffiliated mutual funds reimburse to VALIC a portion of the distribution or
administrative costs associated with offering their funds through a VALIC
annuity contract. VALIC, in turn reduces the separate account charge to that
division by the amount of the reimbursement. The expense reduction is credited
daily based on the following annual rates: for Divisions 26 through 30 and
Division 32, 0.25%; for Division 31, 0.20%.

   Pursuant to the reorganization agreement entered into on April 17, 1987,
which transferred VALIC Separate Accounts One and Two into Separate Account A
Divisions 10A and 10B, respectively, expenses of each division (as defined to
include underlying mutual fund expenses) are limited to the following rates
based on average daily net assets: Division 10A, 1.4157% on the first
$359,065,787, 1.36% on the next $40,934,213, and 1.32% on the excess over
$400,000,000; Division 10B, 0.6966% on the first $25,434,267, 0.5% on the next
$74,565,733, and 0.25% on the excess over $100,000,000. Accordingly, during the
years ended December 31, 1996 and 1995, VALIC reduced expenses of Division 10B
by $73,695 and $69,586, 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 $3,625,368 and $2,494,903 for the years
ended December 31, 1996, and December 31, 1995, respectively.

   VALIC received surrender charges of $1,998,356 and $1,299,069 for the years
ended December 31, 1996, and December 31, 1995, respectively. In addition,
VALIC received $76,330 and $11,846 for the year ended December 31, 1996, in
sales load on variable annuity purchase payments for Divisions 10A and 10B,
respectively. 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. 

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, 1996:

<TABLE>
<CAPTION>
                                                                                                                      UNREALIZED
                                                                         MARKET                                      APPRECIATION
UNDERLYING FUND                             DIVISION          SHARES     PRICE         MARKET            COST       (DEPRECIATION)
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>             <C>          <C>      <C>              <C>              <C>           
AGSPC Stock Index Fund ...............      10A,B,C,D       87,073,994   $22.76   $1,981,804,121   $1,327,746,117   $  654,058,004
AGSPC MidCap Index Fund ..............           4          29,632,311    19.09      565,680,826      449,572,385      116,108,441
AGSPC Small Cap Index Fund ...........          14          11,997,478    15.38      184,521,204      153,924,818       30,596,386
AGSPC International Equities Fund ....          11          17,597,622    10.86      191,110,175      186,523,328        4,586,847
AGSPC Growth Fund ....................          15          37,305,439    16.99      633,819,402      536,223,583       97,595,819
AGSPC Growth & Income Fund ...........          16          11,029,231    15.53      171,283,956      143,198,387       28,085,569
AGSPC Science & Technology Fund ......          17          36,314,121    19.54      709,577,919      650,004,665       59,573,254
AGSPC Social Awareness Fund ..........          12           6,746,465    15.53      104,772,608       92,520,041       12,252,567
AGSPC Timed Opportunity Fund .........           5          14,900,615    11.62      173,145,150      164,668,872        8,476,278
Dreyfus Small Cap Portfolio ..........          18          12,622,965    52.08      657,404,003      554,202,812      103,201,191
Founders Growth Fund .................          30           2,008,357    15.87       31,872,619       33,570,159       (1,697,540)
Neuberger&Berman Guardian Trust ......          29             576,221    15.87        9,144,621        8,796,170          348,451
Putnam Global Growth Fund ............          28           1,616,874    10.82       17,494,577       17,999,131         (504,554)
Putnam New Opportunities Fund ........          26           1,226,012    40.63       49,812,851       51,432,630       (1,619,779)
Putnam OTC & Emerging Growth Fund ....          27           2,978,308    14.62       43,542,866       48,163,458       (4,620,592)
Scudder Growth and Income Fund .......          21             788,862    23.23       18,325,255       18,240,537           84,718
Templeton Asset Allocation Fund ......          19           9,215,934    21.08      194,271,899      163,221,896       31,050,003
Templeton Foreign Fund ...............          32           3,770,922    10.36       39,066,749       37,944,959        1,121,790
Templeton International Fund .........          20          28,785,081    18.40      529,645,484      429,586,719      100,058,765
Twentieth Century Ultra Fund .........          31             614,433    28.09       17,259,437       17,919,344         (659,907)
Vanguard/Wellington Fund .............          25             957,006    26.15       25,025,702       25,469,774         (444,072)
Vanguard/Windsor II ..................          24           1,738,829    23.83       41,436,294       41,653,662         (217,368)
AGSPC Capital Conservation Fund ......         1 & 7         6,540,731     9.44       61,744,501       62,635,525         (891,024)
AGSPC Government Securities Fund .....           8           8,740,580     9.79       85,570,274       87,080,789       (1,510,515)
AGSPC Intl Government Bond Fund ......          13          14,664,070    12.14      178,021,807      177,770,389          251,418
AGSPC Money Market Fund ..............         2 & 6       125,248,759     1.00      125,248,759      125,248,759             --
Vanguard Fixed Income Securities Fund:
   Long-Term Corporate Portfolio .....          22             401,405     8.79        3,528,351        3,539,758          (11,407)
   Long-Term Treasury Portfolio ......          23             460,773     9.96        4,589,300        4,555,646           33,654
                                                                                  --------------   --------------   --------------
                                                                                  $6,848,720,710   $5,613,414,313   $1,235,306,397
                                                                                  ==============   ==============   ==============
</TABLE>





                                      22
<PAGE>   127
================================================================================
SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------

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, 1996, the aggregate cost of purchases and
proceeds from sales of investments were:

<TABLE>
<CAPTION>
                                                             PURCHASES          SALES
                                                          --------------   --------------
<S>                                                       <C>              <C>           
AGSPCStock Index Fund:
   Division 10A .......................................   $   17,021,738   $   43,812,850
   Division 10B .......................................        2,580,971        5,429,098
   Division 10C .......................................      256,325,254       25,747,213
   Division 10D .......................................        2,027,471        8,102,453
AGSPCMidCap Index Fund Division 4 .....................       82,810,931       47,686,904
AGSPCSmall Cap Index Fund Division 14 .................       39,025,150       19,167,355
AGSPCInternational Equities Fund Division 11 ..........       86,696,926       98,467,340
AGSPCGrowth Fund Division 15 ..........................      335,262,129          301,789
AGSPCGrowth & Income Fund Division 16 .................       86,012,396        1,299,897
AGSPCScience & Technology Fund Division 17 ............      352,574,477       53,374,853
AGSPCSocial Awareness Fund Division 12 ................       42,813,000        3,268,198
AGSPCTimed Opportunity Fund Division 5 ................       28,638,442       32,465,770
Dreyfus Small Cap Portfolio Division 18 ...............      249,716,319        6,505,702
Founders Growth Fund Division 30 ......................       33,570,159             --
Neuberger&Berman Guardian Trust Division 29 ...........        8,898,099          112,793
Putnam Global Growth Fund Division 28 .................       18,021,308           23,414
Putnam New Opportunities Fund Division 26 .............       51,544,430          121,537
Putnam OTC & Emerging Growth Fund Division 27 .........       48,276,161          121,717
Scudder Growth and Income Fund Division 21 ............       18,402,759          184,641
Templeton Asset Allocation Fund Division 19 ...........       82,157,269        2,508,019
Templeton Foreign Fund Division 32 ....................       37,950,945            6,111
Templeton International Fund Division 20 ..............      218,306,492       20,995,568
Twentieth Century Ultra Fund Division 31 ..............       18,018,419          118,068
Vanguard/Wellington Fund Division 25 ..................       25,469,774             --
Vanguard/Windsor II Division 24 .......................       41,722,849           80,961
AGSPCCapital Conservation Fund:
   Division 1 .........................................          693,471        1,607,591
   Division 7 .........................................       14,085,173        9,602,267
AGSPCGovernment Securities Fund Division 8 ............       25,289,634        8,298,547
AGSPCInternational Government Bond Fund Division 13 ...       90,682,754       24,293,817
AGSPCMoney Market Fund:
   Division 2 .........................................        1,864,996        3,374,351
   Division 6 .........................................      234,317,827      194,495,674
Vanguard Fixed Income Securities Fund:
   Long-Term Corporate Portfolio Division 22 ..........        3,689,310          151,812
   Long-Term U.S. Treasury Portfolio Division 23 ......        4,877,356          324,059
                                                          --------------   --------------
      Total ...........................................   $2,559,344,389   $  612,050,369
                                                          ==============   ==============
</TABLE>



                                      23
<PAGE>   128
================================================================================
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, and 11 through
32, inclusive) comprising Separate Account A as of December 31, 1996. 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
21 through 32, inclusive, for which we audited the statements of operations and
the statements of changes in net assets for the period from July 1, 1996
(inception) to December 31, 1996. 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, 1996,
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, 1996, 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 24, 1997



                                      24
<PAGE>   129
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY                    --------------
SEPARATE ACCOUNT A                                                Bulk Rate  
                                                                 U.S. Postal 
P.O. Box 3206                                                       PAID     
Houston, Texas 77253-3206                                      Permit No. 6__
                                                               Houston, Texas
                                                               --------------
<PAGE>   130
 
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT A
   
                              PORTFOLIO DIRECTOR 2
    
                                    FORM N-4
                                     UNDER
                         THE SECURITIES ACT OF 1933 AND
                       THE INVESTMENT COMPANY ACT OF 1940
 
                             ---------------------
 
                             CROSS REFERENCE SHEET
 
                           (PURSUANT TO RULE 481(A))
 
   
<TABLE>
<CAPTION>
                        ITEM NO.                                         PROSPECTUS CAPTION
                        --------                                         ------------------
<C>    <S>                                                <C>
                                                  PART A
   1.  Cover Page.......................................  Cover Page
       Profile..........................................
   2.  Definitions......................................  About the Prospectus
   3.  Synopsis.........................................  About Portfolio Director 2, About VALIC, About
                                                          VALIC Separate Account A
   4.  Condensed Financial Information..................  Selected Purchase Unit Data
   5.  General Description of Registrant, Depositor and
       Portfolio Companies..............................  About VALIC, About VALIC Separate Account A,
                                                          Variable Account Options
   6.  Deductions and Expenses..........................  Fees and Charges, Surrender of Account Value,
                                                          Separate Account Expense Reimbursement
   7.  General Description of Variable Annuity
       Contracts........................................  Transfers Between Investment Options Purchase
                                                          Period, Payout Period, Surrender of Account
                                                          Value, Other Contract Features
   8.  Annuity Period...................................  Payout Period
   9.  Death Benefit....................................  Death Benefits
  10.  Purchase and Contract Value......................  Fees and Charges, Purchase Period
  11.  Redemptions......................................  Surrender of Account Value
  12.  Taxes............................................  Federal Tax Matters
  13.  Legal Proceedings................................  Not Applicable
  14.  Table of Contents of the Statement of Additional
       Information......................................  Contents of Statement of Additional Information
</TABLE>
    
 
<TABLE>
<CAPTION>
                                                                      STATEMENT OF ADDITIONAL
                        ITEM NO.                                        INFORMATION CAPTION
                        --------                                      -----------------------
<C>    <S>                                                <C>
                                                  PART B
  15.  Cover Page.......................................  Cover Page
  16.  Table of Contents................................  Table of Contents
  17.  General Information and History..................  General Information
  18.  Services.........................................  Experts; Distribution of Variable Annuity
                                                          Contracts
  19.  Purchase of Securities Being Offered.............  Calculation of Surrender Charge; Purchase Unit
                                                          Value; Exchange Privilege
  20.  Underwriters.....................................  Distribution of Variable Annuity Contracts
  21.  Calculation of Performance Data..................  Performance Calculations
  22.  Payout Payments..................................  Payout Payments
  23.  Financial Statements.............................  Financial Statements
</TABLE>
 
PART C
 
Information required to be set forth in Part C is set forth under the
appropriate item, so numbered, in Part C of the Registration Statement.
<PAGE>   131
 
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
UNITS OF INTEREST UNDER GROUP AND INDIVIDUAL
VARIABLE ANNUITY CONTRACTS
PORTFOLIO DIRECTOR 2
SEPARATE ACCOUNT A.
   
FOR SERIES 2.1 - 2.11                                                May 1, 1997
    
 
PROSPECTUS
 
Portfolio Director 2 consists of group and individual variable annuity contracts
that are offered by The Variable Annuity Life Insurance Company. Portfolio
Director 2 may be available to you when you participate in a retirement program
that qualifies for deferral of federal income taxes. Non-qualified contracts are
also available for certain employer plans only. Portfolio Director 2 is composed
of the following contract forms: UIT-194, UITG-194, UITN-194, UIT-IRA-194 and
UIT-SEP-194.
 
Portfolio Director 2 permits you to invest in and receive retirement benefits
from Fixed Account Options and/or Variable Account Options. Each of these
investment options is explained more fully in this prospectus. Here is a list of
these investment options:
 
TWO FIXED ACCOUNT OPTIONS:    Fixed Account Plus
                            Short-Term Fixed Account
 
EIGHTEEN VARIABLE ACCOUNT OPTIONS*
 
   
<TABLE>
<S>                                   <C>                                    <C>
American General Series Portfolio     Neuberger&Berman Management Inc.       American Century Investment
 Company (AGSPC):                     Neuberger&Berman Guardian Trust        Management, Inc.
  Growth Fund                                                                Twentieth Century Ultra Fund
  International Government Bond Fund  Putnam Investments                     The Vanguard Group, Inc.
  Money Market Fund                   Putnam Global Growth Fund              Vanguard Fixed Income
  Science & Technology Fund           Putnam New Opportunities Fund              Securities Fund --
  Social Awareness Fund               Putnam OTC & Emerging Growth               Long-Term Corporate
  Stock Index Fund                    Fund                                       Portfolio
                                                                             Vanguard Fixed Income
Founders Funds, Inc.                  Scudder, Stevens & Clark, Inc.             Securities Fund --
  Founders Growth Fund                Scudder Growth and Income Fund             Long-Term U.S.
                                                                                 Treasury Portfolio
                                      Templeton Funds, Inc.                  Vanguard/Wellington Fund
                                      Templeton Foreign Fund                 Vanguard/Windsor II
</TABLE>
    
 
* Each of these mutual funds is publicly available except for the six AGSPC
Funds.
 
- --------------------------------------------------------------------------------
 
This prospectus provides you with information you should know before investing
in Portfolio Director 2. This prospectus is accompanied by the current
prospectuses for the mutual fund options listed above. Please read and retain
each of these prospectuses for future reference.
 
   
A Statement of Additional Information, dated May 1, 1997, has been filed with
the Securities and Exchange Commission. This Statement of Additional Information
contains additional information about Portfolio Director 2 and is part of this
prospectus. For a free copy, complete and return the form contained in the back
of this prospectus or call 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.
 
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES. ALSO, IT HAS NOT PASSED ON WHETHER THIS PROSPECTUS IS ADEQUATE OR
ACCURATE. IT IS A CRIMINAL OFFENSE TO STATE OTHERWISE.
<PAGE>   132
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                               PAGE
                                               ----
<S>                                            <C>
ABOUT THE PROSPECTUS.........................     1
PROFILE OF PORTFOLIO DIRECTOR 2..............     2
FEE TABLE....................................     4
SELECTED PURCHASE UNIT DATA..................     7
ABOUT PORTFOLIO DIRECTOR 2...................     9
ABOUT VALIC..................................     9
ABOUT VALIC SEPARATE ACCOUNT A...............     9
VARIABLE ACCOUNT OPTIONS.....................    10
     Summary of Funds........................    10
PURCHASE PERIOD..............................    20
     Purchase Payments.......................    20
     Purchase Units..........................    20
     Calculation of Purchase Unit Value......    20
     Choosing Investment Options.............    21
          Fixed Account Options..............    21
          Variable Account Options...........    21
     Stopping Purchase Payments..............    21
TRANSFERS BETWEEN INVESTMENT OPTIONS.........    22
     During the Purchase Period..............    22
     During the Payout Period................    22
     Communicating Transfer or Reallocation
       Instructions..........................    22
     Effective Date of Transfer..............    22
FEES AND CHARGES.............................    23
     Account Maintenance Fee.................    23
     Surrender Charges.......................    23
          Amount of Surrender Charges........    23
          10% Free Withdrawal................    23
          Exceptions to Surrender
            Charges..........................    23
     Premium Tax Charge......................    24
     Separate Account Charges................    24
     Fund Annual Expense Charge..............    24
     Other Tax Charges.......................    24
     Reduction or Waiver of Account
       Maintenance Fee or Surrender
       Charges...............................    24
     Separate Account Expense
       Reimbursement.........................    25
PAYOUT PERIOD................................    26
     Fixed Payout............................    26
     Variable Payout.........................    26
     Combination Fixed and Variable Payout...    26
     Payout Date.............................    26
     Payout Options..........................    26
     Enhancements to Payout Options..........    27
     Payout Information......................    27
SURRENDER OF ACCOUNT VALUE...................    28
     When Surrenders are Allowed.............    28
     Amount That May Be Surrendered..........    28
     Surrender Restrictions..................    28
     Partial Surrenders......................    28
     Systematic Withdrawals..................    28
     Distributions Required By Federal Tax
       Law...................................    29
EXCHANGE PRIVILEGE...........................    30
     Restrictions on Exchange Privilege......    30
     Taxes and Conversion Costs..............    30
     Surrender Charges.......................    30
</TABLE>
 
<TABLE>
<CAPTION>
                                               PAGE
                                               ----
<S>                                            <C>
     Exchange Offers for Contracts Other Than
       Portfolio Director....................    30
     Exchange Offer for Portfolio Director
       and Portfolio Director 2..............    30
     Comparison of Contracts.................    31
     Features of Portfolio Director 2........    31
     Agents' and Managers' Retirement Plan
       Exchange Offer........................    31
 
DEATH BENEFITS...............................    33
     Beneficiary Information.................    33
     Special Information for Individual
       Non-Tax Qualified Contracts...........    33
     During the Purchase Period..............    33
          Interest Guaranteed Death
            Benefit..........................    33
          Standard Death Benefit.............    34
     During the Payout Period................    34
 
HOW TO REVIEW INVESTMENT PERFORMANCE OF
  SEPARATE ACCOUNT DIVISIONS.................    35
     Types of Investment Performance
       Information Advertised................    35
     Total Return Performance Information....    35
     Standard Average Annual Total Return....    35
     Nonstandard Average Annual Total
       Return................................    35
     Cumulative Total Return.................    35
     Annual Change in Purchase Unit Value....    35
     Cumulative Change in Purchase Unit
       Value.................................    36
     Total Return Based on Different
       Investment Amounts....................    36
     An Assumed Account Value of $10,000.....    36
     Yield Performance Information...........    36
     Money Market Division...................    36
     Divisions Other Than The Money Market
       Division..............................    36
     Performance Information: Average Annual
       Total Return, Cumulative Return and
       Annual and Cumulative Change in
       Purchase Unit Value Tables............    36
 
OTHER CONTRACT FEATURES......................    40
     Changes That May Not Be Made............    40
     Change of Beneficiary...................    40
     Contingent Owner........................    40
     Cancellation -- The 20 Day "Free
       Look".................................    40
     We Reserve Certain Rights...............    40
     Relationship to Employer's Plan.........    40
 
VOTING RIGHTS................................    41
     Who May Give Voting Instructions........    41
     Determination of Fund Shares
       Attributable to Your Account..........    41
       During Purchase Period................    41
       During Payout Period or after a Death
          Benefit Has Been Paid..............    41
     How Fund Shares Are Voted...............    41
 
FEDERAL TAX MATTERS..........................    42
     Type of Plans...........................    42
     Tax Consequences in General.............    42
     Effect of Tax-Deferred
       Accumulations.........................    43
</TABLE>
 
                                       (i)
<PAGE>   133
 
ABOUT THE PROSPECTUS
- --------------------------------------------------------------------------------
 
Unless otherwise specified in this prospectus, the words we, our, Company, and
VALIC mean The Variable Annuity Life Insurance Company. The words you and your,
unless otherwise specified in this prospectus, mean the participant, contract
owner, annuitant or beneficiary.
 
We will use a number of other specific terms in this prospectus. We will, when
that term is used in the prospectus, provide you with a definition of that term.
The terms used in this prospectus for which we will provide you a definition
are:
 
         Account Value
         Annuitant
         Assumed Investment Rate
         Beneficiary
         Contract Owner
         Division
         Fixed Account Options
         Home Office
         Mutual Fund or Fund
         Participant
         Participant Year
         Payout Period
         Payout Unit
         Purchase Payments
         Purchase Period
         Purchase Unit
         VALIC Separate Account A
         Variable Account Options
 
This prospectus is being given to you to help you make decisions for selecting
various investment options and benefits to plan and save for your retirement. It
is intended to provide you with information about VALIC, Portfolio Director 2,
and saving for your retirement.
 
The purpose of Variable Account Options and Variable Payout Options is to
provide you investment returns which are greater than the effects of inflation.
We cannot, however, guarantee that this purpose will be achieved.
 
This prospectus describes a contract in which units of interest in VALIC's
Separate Account A are offered. Portfolio Director 2 will allow you to
accumulate retirement dollars in Fixed Account Options and/or Variable Account
Options. This prospectus describes only the variable aspects of Portfolio
Director 2 except where the Fixed Account Options are specifically mentioned.
 
For specific information about the Variable Account Options, you should refer to
the mutual fund prospectuses you have been given with this document. You should
keep these prospectuses to help answer any questions you may have in the future.
 
Following this introduction is a summary of the major features and options of
Portfolio Director 2. This summary is called the "Profile of Portfolio Director
2." It is intended to provide you with a brief overview of those sections
discussed in more detail in this prospectus.
 
PARTICIPANT -- the individual, (in most cases you are the Participant) for whom
Purchase Payments are made.
 
                                        1
<PAGE>   134
 
PROFILE OF PORTFOLIO DIRECTOR 2
- --------------------------------------------------------------------------------
 
Portfolio Director 2 is VALIC's combination fixed and variable annuity that
offers you a wide choice of investment options and flexibility. A summary of
Portfolio Director 2's major features is presented below. For a more detailed
discussion of Portfolio Director 2, please read the entire prospectus carefully.
 
FIXED AND VARIABLE OPTIONS
 
Portfolio Director 2 offers you a choice from among 18 Variable Account Options
and two Fixed Account Options. You may invest in up to seven of these investment
options at any one time.
 
- --------------------------------------------------------------------------------
   
<TABLE>
<S>                 <C>                      <C>                                                         <C>
                    FIXED ACCOUNT
                    OPTIONS
- -------------------------------------------------------------------------------------------------------------------------------
FIXED               Fixed                    Guaranteed high current                                     --
OPTIONS             Account Plus             interest income
                    -----------------------------------------------------------------------------------------------------------
                    Short-Term               Guaranteed current                                          --
                    Fixed Account            interest income
- -------------------------------------------------------------------------------------------------------------------------------
                    VARIABLE ACCOUNT         INVESTMENT
                    OPTIONS                  STRATEGY                                                    ADVISER
- -------------------------------------------------------------------------------------------------------------------------------
INDEX               AGSPC Stock Index Fund   Growth through investments                                  VALIC
EQUITY                                       tracking the S&P 500(R)
FUNDS                                        Index
- -------------------------------------------------------------------------------------------------------------------------------
ACTIVELY            AGSPC Growth Fund        Growth through investments                                  VALIC
MANAGED                                      in service sector companies
                    -----------------------------------------------------------------------------------------------------------
EQUITY              Founders                 Growth of capital through                                   Founders
FUNDS               Growth                   investment in common stock of
                    Fund                     well established, high quality companies
                    -----------------------------------------------------------------------------------------------------------
                    Neuberger&Berman         Capital appreciation through                                Neuberger&Berman
                    Guardian Trust           investment in common stocks of                              Management Inc.
                                             long established, high quality companies
                    -----------------------------------------------------------------------------------------------------------
                    Putnam Global            Capital appreciation through a globally                     Putnam
                    Growth Fund              diversified portfolio of common stocks
                    -----------------------------------------------------------------------------------------------------------
                    Putnam New               Long-term capital appreciation                              Putnam
                    Opportunities Fund       through investment in common stock
                    -----------------------------------------------------------------------------------------------------------
                    Putnam OTC &             Capital appreciation through                                Putnam
                    Emerging Growth          investments in common stocks of
                    Fund                     small-to-medium companies
                    -----------------------------------------------------------------------------------------------------------
                    Scudder Growth           Long-term growth of capital, current                        Scudder
                    and Income Fund          income and growth of income
                    -----------------------------------------------------------------------------------------------------------
                    Templeton                Growth through investments                                  Templeton
                    Foreign                  in companies and governments
                    Fund                     outside the U.S.
                    -----------------------------------------------------------------------------------------------------------
                    Twentieth Century        Capital growth through                                      American Century
                    Ultra                    investments in common
                    Fund                     stock
                    -----------------------------------------------------------------------------------------------------------
                    Vanguard/                Growth and income through                                   Vanguard
                    Windsor II               investment in common stock
- -------------------------------------------------------------------------------------------------------------------------------
BALANCED            Vanguard/                Income and growth through 30 to 40%                         Vanguard
FUNDS               Wellington               investment in high quality corporate bonds
                    Fund                     and 60 to 70% investment in common stocks
- -------------------------------------------------------------------------------------------------------------------------------
INCOME              AGSPC International      Income and possible growth through                          VALIC
FUNDS               Government               investments in high quality foreign
                    Bond Fund                government debt securities
                    -----------------------------------------------------------------------------------------------------------
                    Vanguard Fixed Income    Income through investment                                   Vanguard
                    Securities               in long-term quality corporate bonds
                    Fund-Long-Term
                    Corporate Portfolio
                    -----------------------------------------------------------------------------------------------------------
                    Vanguard Fixed Income    Income through investment in                                Vanguard
                    Securities               long-term U.S. Treasury bonds
                    Fund-Long-Term
                    U.S. Treasury Portfolio
- -------------------------------------------------------------------------------------------------------------------------------
SPECIALTY           AGSPC Science &          Growth through investments in stocks                        VALIC
FUNDS               Technology               of companies which benefit from
                    Fund                     development of science and technology
                    -----------------------------------------------------------------------------------------------------------
                    AGSPC Social             Growth through investments in                               VALIC
                    Awareness                stocks of companies meeting social
                    Fund                     criteria of the Fund
- -------------------------------------------------------------------------------------------------------------------------------
MONEY               AGSPC Money Market       Income through investments in                               VALIC
MARKET              Fund                     short-term money market
FUNDS                                        securities
- -------------------------------------------------------------------------------------------------------------------------------
 
<CAPTION>
<S>                  <C>
 
- ------------------------------------------------------------
FIXED                --
OPTIONS
                    ------------------------------------------------------------
                     --
 
- ----------------------------------------------------------------------------------------------------
 
                     SUBADVISER
- ------------------------------------------------------------------------------------------------------------------------
 
INDEX                Bankers Trust
EQUITY
FUNDS
- -------------------------------------------------------------------------------------------------------------------------------
ACTIVELY             T. Rowe Price
MANAGED
                    -----------------------------------------------------------------------------------------------------------
EQUITY               N/A
FUNDS
 
                    -----------------------------------------------------------------------------------------------------------
                     Neuberger &
                     Berman, LLC
 
                    -----------------------------------------------------------------------------------------------------------
                     N/A
 
                    -----------------------------------------------------------------------------------------------------------
                     N/A
 
                    -----------------------------------------------------------------------------------------------------------
                     N/A
 
                    -----------------------------------------------------------------------------------------------------------
                     N/A
 
                    -----------------------------------------------------------------------------------------------------------
                     N/A
 
                    -----------------------------------------------------------------------------------------------------------
                     N/A
 
                    -----------------------------------------------------------------------------------------------------------
                     N/A
 
- -------------------------------------------------------------------------------------------------------------------------------
BALANCED             N/A
FUNDS
 
- -------------------------------------------------------------------------------------------------------------------------------
INCOME               N/A
FUNDS
 
                    -----------------------------------------------------------------------------------------------------------
                     N/A
 
                    -----------------------------------------------------------------------------------------------------------
                     N/A
 
- -------------------------------------------------------------------------------------------------------------------------------
SPECIALTY            T. Rowe Price
FUNDS
 
                    -----------------------------------------------------------------------------------------------------------
                     N/A
 
- -------------------------------------------------------------------------------------------------------------------------------
MONEY                N/A
MARKET
FUNDS
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    
 
                                        2
<PAGE>   135
 
- --------------------------------------------------------------------------------
 
A detailed description of the investment objective of each Fund can be found in
the section of the prospectus entitled "Variable Account Options," and also in
the current prospectus for each Fund mentioned.
 
INTEREST GUARANTEED DEATH
BENEFIT
Portfolio Director 2 offers a death benefit with an interest guarantee when
death occurs prior to your reaching age 70.
 
This contract provision is not available in some states.
 
LOANS
Portfolio Director 2 offers a tax-free loan provision for tax-qualified
contracts that gives you access to your money in either of the Fixed Account
Options, subject to a minimum loan amount of $1,000. The availability of loans
is subject to government regulations, as well as your employer's plan
provisions.
 
Keep in mind that tax laws place restrictions on withdrawals (i.e. loans which
are not repaid) if made prior to age 59 1/2.
 
TRANSFERS
There is no charge to transfer the money in your account among Portfolio
Director 2's investment options. You may transfer your Account Values between
Variable Account Options at any time during the Purchase Period.
 
Your Account Value in the Short-Term Fixed Account must remain there for at
least 90 days before it can be transferred to other investment options. In Fixed
Account Plus, up to 20% of your Account Value may be transferred during each
contract year to other investment options.
 
Once you begin receiving payments from your account (called the Payout Period),
you may still transfer funds among Variable Account Options once each contract
year.
 
Transfers can be made by calling VALIC's toll-free transfer service at
1-800-621-7792. For more information on account transfers, see the "Transfers
Between Investment Options" section in the prospectus.
 
FEES AND CHARGES
 
ACCOUNT MAINTENANCE FEE:
If any of your account is invested in Variable Account Options, a quarterly
account maintenance fee of $3.75 is charged to your account. If you invest only
in Fixed Account Options during a calendar quarter no account maintenance fee is
assessed.
 
SURRENDER CHARGE:
Under some circumstances a surrender charge is made to your account. These
situations are discussed in detail in the section
of the prospectus entitled "Fees and Charges -- Surrender Charges." When this
happens the surrender charge is computed in two ways and you are charged
whichever amount is less. The first amount is simply 5% of whatever amount you
have withdrawn. The second amount is 5% of the contributions you made to your
account during the last 60 months.
Withdrawals are always subject to your plan provisions and federal tax
restrictions, which generally include a tax penalty on withdrawals made prior to
age 59 1/2.
 
SEPARATE ACCOUNT CHARGES:
Depending on the Variable Account Option you choose you may incur a mortality
and expense risk fee computed at an annualized rate of 1% or 1.25% on the
average daily net asset value of VALIC Separate Account A.
 
PREMIUM TAX CHARGE:
Premium taxes ranging from zero to 3% are currently imposed by certain states
and municipalities on Purchase Payments made under the contract.
 
FUND ANNUAL EXPENSE CHARGE:
A daily charge based on a percentage of each Fund's average daily net asset
value is payable by each Fund to its investment adviser.
Since some of these fees may not apply to your contract, consult your VALIC
Retirement Plan Specialist to see how these provisions apply to you.
SEPARATE ACCOUNT
EXPENSE REIMBURSEMENT
The Company will reimburse to certain Divisions any fees it receives from the
Fund or its affiliate for providing the Fund administrative and shareholder
services. For more information as to which Variable Account Options have a
Separate Account Expense Reimbursement see the Fee Table.
 
PAYOUT OPTIONS
When you withdraw your money, you can select from several payout options: a
lifetime annuity (which guarantees payment for as long as you live), periodic
withdrawals and systematic withdrawals. More information on payout options can
be found in the "Payout Period" section of the prospectus.
FEDERAL TAX INFORMATION
Although deferred annuity contracts such as Portfolio Director 2 can be
purchased with after-tax dollars, they are primarily used in connection with
retirement programs which receive favorable tax treatment under federal law.
PURCHASE REQUIREMENTS
Purchase Payments may be made at any time and in any amount, subject to plan
 
limitations.
 
<TABLE>
<S>                                                   <C>
                                                      To learn more about the
                                                      INTEREST GUARANTEED DEATH
                                                      BENEFIT, refer to the
                                                      section in the prospectus
                                                      entitled "Death Benefits."

                                                      More information on FEES may
                                                      be found in the prospectus
                                                      under the headings "FEES AND
                                                      CHARGES" AND "FEE TABLE."

                                                      For a more detailed
                                                      discussion of these income
                                                      tax provisions, see the
                                                      "FEDERAL TAX MATTERS"
                                                      section of the prospectus
                                                      and of the Statement of
                                                      Additional Information.

                                                      For more information on
                                                      PURCHASE PAYMENTS, refer to
                                                      the "Purchase Period"
                                                      section of the prospectus.
</TABLE>
 
                                        3
<PAGE>   136
 
                    FEE TABLE
 
                    ------------------------------------------------------------
 
                    CONTRACT OWNER/PARTICIPANT EXPENSES(1)
 
<TABLE>
                               <S>                                                           <C>
                                 Account Maintenance Fee ($3.75 per quarter, annualized)        $  15
                                 Maximum Surrender Charge(2)                                     5.00%
</TABLE>
 
                    SEPARATE ACCOUNT EXPENSES
                    (as a percentage of Separate Account net assets):
 
   
<TABLE>
<CAPTION>
                                                                                  SEPARATE
                                                                   MORTALITY       ACCOUNT         TOTAL
                                                                  AND EXPENSE      EXPENSE       SEPARATE
                                              FUND                RISK CHARGE   REIMBURSEMENT   ACCOUNT FEE
                                              ----                -----------   -------------   -----------
                               <S>                                <C>           <C>             <C>
                               AGSPC Growth                           1.00%           --            1.00%
                               AGSPC International Government
                                 Bond                                 1.00%           --            1.00%
                               AGSPC Money Market                     1.00%           --            1.00%
                               AGSPC Science & Technology             1.00%           --            1.00%
                               AGSPC Social Awareness                 1.00%           --            1.00%
                               AGSPC Stock Index                      1.00%           --            1.00%
                               Founders Growth(3)                     1.25%         (.25%)          1.00%
                               Neuberger&Berman Guardian Trust(3)     1.25%         (.25%)          1.00%
                               Putnam Global Growth(3)                1.25%         (.25%)          1.00%
                               Putnam New Opportunities(3)            1.25%         (.25%)          1.00%
                               Putnam OTC & Emerging Growth(3)        1.25%         (.25%)          1.00%
                               Scudder Growth and Income              1.25%           --            1.25%
                               Templeton Foreign(3)                   1.25%         (.25%)          1.00%
                               Twentieth Century Ultra(3)             1.25%         (.20%)          1.05%
                               Vanguard Fixed Income Securities
                                 Fund -- Long-Term Corporate
                                 Portfolio                            1.25%           --            1.25%
                               Vanguard Fixed Income Securities
                                 Fund -- Long-Term U.S. Treasury
                                 Portfolio                            1.25%           --            1.25%
                               Vanguard/Wellington                    1.25%           --            1.25%
                               Vanguard/Windsor II                    1.25%           --            1.25%
</TABLE>
    
 
                    FUND ANNUAL EXPENSES
                    (as a percentage of Fund net assets):
 
   
<TABLE>
<CAPTION>
                                                                    Management      Other      Total Fund
                                               Fund                    Fees      Expenses(4)    Expenses
                                               ----                 ----------   -----------   ----------
                               <S>                                  <C>          <C>           <C>
                               AGSPC Growth                            0.80%        0.03%         0.83%
                               AGSPC International Government Bond     0.50         0.06          0.56
                               AGSPC Money Market                      0.50         0.07          0.57
                               AGSPC Science & Technology              0.90         0.04          0.94
                               AGSPC Social Awareness                  0.50         0.06          0.56
                               AGSPC Stock Index                       0.28         0.07          0.35
                               Founders Growth                         0.71         0.48          1.19
                               Neuberger&Berman Guardian Trust(5)      0.84         0.08          0.92
                               Putnam Global Growth                    0.65         0.62          1.27
                               Putnam New Opportunities                0.54         0.57          1.11
                               Putnam OTC & Emerging Growth            0.60         0.51          1.11
                               Scudder Growth and Income               0.49         0.29          0.78
                               Templeton Foreign                       0.61         0.51          1.12
                               Twentieth Century Ultra                 1.00         0.00          1.00
                               Vanguard Fixed Income Securities
                                 Fund -- Long-Term Corporate
                                 Portfolio                             0.03         0.25          0.28
                               Vanguard Fixed Income Securities
                                 Fund -- Long-Term U.S. Treasury
                                 Portfolio                             0.01         0.24          0.25
                               Vanguard/Wellington                     0.04         0.27          0.31
                               Vanguard/Windsor II                     0.13         0.26          0.39
</TABLE>
    
 
                                      See footnotes on page 6.
 
                                        4
<PAGE>   137
 
   
EXAMPLE #1 -- Assuming No Account Maintenance Fee and
    
              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 Portfolio Director 2
Contract without a surrender charge or account maintenance
fee imposed, invested in a single Separate Account Division
as listed below, assuming a 5% annual return on assets:
 
   
<TABLE>
<CAPTION>
                                             1 YEAR   3 YEARS   5 YEARS   10 YEARS
                                             ------   -------   -------   --------
<S>                                          <C>      <C>       <C>       <C>
AGSPC Growth Division 15                      $19      $ 58      $ 99       $215
AGSPC International Government Bond Division
  13                                           16        49        85        186
AGSPC Money Market Division 6                  16        50        86        187
AGSPC Science & Technology Division 17         20        61       105        227
AGSPC Social Awareness Division 12             16        49        85        186
AGSPC Stock Index Division 10                  14        43        74        163
Founders Growth Division 30                    22        69       118        253
Neuberger&Berman Guardian Trust
  Division 29                                  20        60       104        225
Putnam Global Growth Division 28               23        71       122        261
Putnam New Opportunities Division 26           21        66       113        245
Putnam OTC & Emerging Growth Division 27       21        66       113        245
Scudder Growth and Income Division 21          21        64       109        236
Templeton Foreign Division 32                  22        66       114        246
Twentieth Century Ultra Division 31            21        64       110        238
Vanguard Fixed Income Securities Fund --
  Long-Term Corporate Portfolio Division 22    16        48        84        183
Vanguard Fixed Income Securities Fund --
  Long-Term U.S. Treasury Portfolio Division
  23                                           15        47        82        180
Vanguard/Wellington Division 25                16        49        85        186
Vanguard/Windsor II Division 24                17        52        89        195
</TABLE>
    
 
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 Portfolio Director 2
Contract without a surrender charge imposed, invested in a
single Separate Account Division as listed below, assuming a
5% annual return on assets:
 
   
<TABLE>
<CAPTION>
                                             1 YEAR   3 YEARS   5 YEARS   10 YEARS
                                             ------   -------   -------   --------
<S>                                          <C>      <C>       <C>       <C>
AGSPC Growth Division 15                      $19      $ 60      $103       $223
AGSPC International Government Bond Division
  13                                           17        51        89        194
AGSPC Money Market Division 6                  17        52        89        195
AGSPC Science & Technology Division 17         20        63       108        234
AGSPC Social Awareness Division 12             17        51        89        194
AGSPC Stock Index Division 10                  14        45        78        171
Founders Growth Division 30                    23        71       121        260
Neuberger&Berman Guardian Trust
  Division 29                                  20        63       107        232
Putnam Global Growth Division 28               24        73       125        268
Putnam New Opportunities Division 26           22        68       117        252
Putnam OTC & Emerging Growth Division 27       22        68       117        252
Scudder Growth and Income Division 21          21        66       113        244
Templeton Foreign Division 32                  22        69       118        253
Twentieth Century Ultra Division 31            22        66       114        246
Vanguard Fixed Income Securities Fund --
  Long-Term Corporate Portfolio Division 22    16        51        87        191
Vanguard Fixed Income Securities Fund --
  Long-Term U.S. Treasury Portfolio Division
  23                                           16        50        86        187
Vanguard/Wellington Division 25                17        51        89        194
Vanguard/Windsor II Division 24                17        54        93        203
</TABLE>
    
 
                                        5
<PAGE>   138
 
                    EXAMPLE #3 -- 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 Portfolio Director 2
                    Contract invested in a single Separate Account Division as
                    listed below, assuming a 5% annual return on assets:
 
   
<TABLE>
<CAPTION>
                                                                               1 YEAR   3 YEARS   5 YEARS   10 YEARS
                                                                               ------   -------   -------   --------
                                  <S>                                          <C>      <C>       <C>       <C>
                                  AGSPC Growth Division 15                      $66      $109      $153       $223
                                  AGSPC International Government Bond Division
                                    13                                           63       101       139        194
                                  AGSPC Money Market Division 6                  63       102       139        195
                                  AGSPC Science & Technology Division 17         67       112       158        234
                                  AGSPC Social Awareness Division 12             63       101       139        194
                                  AGSPC Stock Index Division 10                  61        95       128        171
                                  Founders Growth Division 30                    69       120       171        260
                                  Neuberger&Berman Guardian Trust
                                    Division 29                                  67       112       157        232
                                  Putnam Global Growth Division 28               70       122       175        268
                                  Putnam New Opportunities Division 26           68       117       167        252
                                  Putnam OTC & Emerging Growth Division 27       68       117       167        252
                                  Scudder Growth and Income Division 21          68       115       163        244
                                  Templeton Foreign Division 32                  68       118       168        253
                                  Twentieth Century Ultra Division 31            68       115       164        246
                                  Vanguard Fixed Income Securities Fund --
                                    Long-Term Corporate Portfolio Division 22    63       100       137        191
                                  Vanguard Fixed Income Securities Fund --
                                    Long-Term U.S. Treasury Portfolio Division
                                    23                                           63        99       136        187
                                  Vanguard/Wellington Division 25                63       101       139        194
                                  Vanguard/Windsor II Division 24                64       104       143        203
</TABLE>
    
 
                    --------------------------------
 
                    (1) Premium taxes are not shown here, but may be charged by
                        some states. See: "Premium Tax Charge" in this
                        prospectus.
 
                    (2) Reductions in the surrender charge and the account
                        maintenance fee are available if certain conditions are
                        met. See "Reduction or Waiver of Account Maintenance Fee
                        or Surrender Charges" and "Exceptions to Surrender
                        Charges" in this prospectus.
 
                    (3) For these Funds the Total Separate Account Fee equals
                        the VALIC Separate Account A mortality and expense risk
                        charge reduced by the Separate Account Expense
                        Reimbursement. Pursuant to the Separate Account Expense
                        Reimbursement the Company's charges to these Divisions
                        are reduced by an amount equal to payments from the
                        underlying Fund or its affiliate for administrative and
                        shareholder services provided by the Company. See "Fees
                        and Charges -- Separate Account Expense Reimbursement"
                        in this prospectus for more information.
 
                        The following Funds or their affiliates pay
                        administrative, shareholder service or distribution fees
                        to the Company: Founders (0.25%), Neuberger & Berman
                        (0.25%), Putnam (0.25%), Templeton (0.25%) and Twentieth
                        Century (0.20%).
 
                    (4) OTHER EXPENSES includes custody, accounting, reports to
                        shareholders, audit, legal and other miscellaneous
                        expenses. Additionally for the Founders, Putnam and
                        Templeton Funds, this includes distribution fees at the
                        rate of .25%. See each Fund's prospectus for a detailed
                        explanation of these fees.
 
   
                    (5) The Trust started operating on August 3, 1993. It has
                        identical investment objectives and policies to, and as
                        part of a "master/feeder structure" invests in, the same
                        portfolio as Neuberger&Berman Guardian Fund ("Fund"),
                        which is also managed by Neuberger&Berman Management
                        Incorporated ("N&B"). N&B voluntarily bears certain
                        expenses of Neuberger&Berman Guardian Trust ("Trust") so
                        that the Trust's expense ratio per annum will not exceed
                        the expense ratio per annum of the Fund by more than
                        0.10% of the Trust's average daily net assets. This
                        arrangement can be terminated on sixty days' notice. The
                        reimbursement reflected in this Fee Table is based upon
                        N&B's estimate. Absent the reimbursement, Other Expenses
                        are estimated to be 0.10% and Total Fund Expenses to be
                        0.96% of average daily net assets.
    
 
                    Note: These examples should not be considered
                    representations of past or future expenses for VALIC
                    Separate Account A or for any Fund. Actual expenses may be
                    greater or less than those shown above. Similarly, the 5%
                    annual rate of return assumed in the examples is not an
                    estimate or guarantee of future investment performance. The
                    purpose of the Fee Table above is to help Contract Owners
                    and Participants understand the various expenses of VALIC
                    Separate Account A and the Funds which are, in effect,
                    passed on to the Contract Owners and Participants.
 
                    This Fee Table shows all charges and expenses which may be
                    deducted from the assets of VALIC Separate Account A and
                    from the Funds in which VALIC Separate Account A invests.
                    For a further description of these charges and expenses, see
                    "Fees and Charges" in this prospectus and the descriptions
                    of fees and charges in each of the Fund's prospectuses. Any
                    and all limitations on total charges and expenses are
                    reflected in this Fee Table.
 
                                        6
<PAGE>   139
 
SELECTED PURCHASE UNIT DATA
- --------------------------------------------------------------------------------
   
<TABLE>
<CAPTION>
                                              AGSPC
                                          INTERNATIONAL     AGSPC         AGSPC         AGSPC
                               AGSPC       GOVERNMENT       MONEY       SCIENCE &      SOCIAL          AGSPC         FOUNDERS
                              GROWTH          BOND          MARKET     TECHNOLOGY     AWARENESS     STOCK INDEX       GROWTH
                            DIVISION 15    DIVISION 13    DIVISION 6   DIVISION 17   DIVISION 12   DIVISION 10(1)   DIVISION 30
                            -----------    -----------    ----------   -----------   -----------   --------------   -----------
<S>                         <C>           <C>             <C>          <C>           <C>           <C>              <C>
December 31, 1996
 Purchase Units in Force    366,272,509   112,601,593     75,124,095   315,809,646    46,574,016   536,806,965      31,197,464
 Purchase Unit Value        $ 1.733324     $ 1.582230     $ 1.607212    $ 2.250471     $2.252673     $2.848437       $1.029522
July 1, 1996
 Initial Offering Value                                                                                              $1.000000
December 31, 1995
 Purchase Units in Force    164,417,848    73,369,250     51,907,757   187,862,232    32,750,120   455,255,243
 Purchase Unit Value          $1.466652     $1.530780      $1.545802     $1.997175     $1.835102       $2.343900
December 31, 1994
 Purchase Units in Force    32,633,370     25,691,713     75,765,781    42,726,137    29,015,764   416,234,288
 Purchase Unit Value         $1.001834        $1.301357    $1.479129     $1.247713     $1.333899       $1.724134
July 11, 1994
 Purchase Unit Value(2)         --            --              --           --            --            --
April 29, 1994
 Purchase Unit Value(2)      $1.000000         --             --         $1.000000       --            --
December 31, 1993
 Purchase Units in Force        --         18,155,381     24,799,810       --         26,230,566   369,550,060
 Purchase Unit Value            --          $1.258340      $1.439327       --          $1.366979       $1.729327
December 31, 1992
 Purchase Units in Force        --          6,245,713     23,414,474       --         16,956,437   283,808,045
 Purchase Unit Value            --          $1.112826      $1.415690       --          $1.279516       $1.589718
May 1, 1992
 Purchase Unit Value(2)         --            --              --           --            --            --
December 31, 1991
 Purchase Units in Force        --            953,038     25,545,494       --          8,447,711    90,526,907
 Purchase Unit Value            --          $1.090499      $1.384882       --          $1.250634       $1.505641
October 1, 1991
 Purchase Unit Value(2)         --          $1.000000         --           --            --            --
December 31, 1990
 Purchase Units in Force        --            --          25,246,481       --          2,947,418    46,016,297
 Purchase Unit Value            --            --           $1.325393       --          $0.987666       $1.179000
December 31, 1989
 Purchase Units in Force        --            --          15,949,534       --            212,636    22,325,990
 Purchase Unit Value            --            --           $1.240599       --          $1.010003       $1.238782
October 2, 1989
 Purchase Unit Value(2)         --            --              --           --          $1.000000        --
December 31, 1988
 Purchase Units in Force        --            --           9,429,191       --            --          9,213,178
 Purchase Unit Value            --            --           $1.149516       --            --          $0.968670
December 31, 1987
 Purchase Units in Force        --            --           4,121,853       --            --          4,326,102
 Purchase Unit Value            --            --           $1.087299       --            --          $0.856238
April 20, 1987
 Purchase Unit Value(2)         --            --              --           --            --          $1.000000
December 31, 1986
 Purchase Units in Force        --            --             914,106       --            --            --
 Purchase Unit Value            --            --           $1.040484       --            --            --
 
<CAPTION>
 
                              NEUBERGER&
                                BERMAN
                            GUARDIAN TRUST
                             DIVISION 29
                            --------------
<S>                         <C>
December 31, 1996
 Purchase Units in Force      8,211,592
 Purchase Unit Value          $1.120770
July 1, 1996
 Initial Offering Value       $1.000000
December 31, 1995
 Purchase Units in Force
 Purchase Unit Value
December 31, 1994
 Purchase Units in Force
 Purchase Unit Value
July 11, 1994
 Purchase Unit Value(2)
April 29, 1994
 Purchase Unit Value(2)
December 31, 1993
 Purchase Units in Force
 Purchase Unit Value
December 31, 1992
 Purchase Units in Force
 Purchase Unit Value
May 1, 1992
 Purchase Unit Value(2)
December 31, 1991
 Purchase Units in Force
 Purchase Unit Value
October 1, 1991
 Purchase Unit Value(2)
December 31, 1990
 Purchase Units in Force
 Purchase Unit Value
December 31, 1989
 Purchase Units in Force
 Purchase Unit Value
October 2, 1989
 Purchase Unit Value(2)
December 31, 1988
 Purchase Units in Force
 Purchase Unit Value
December 31, 1987
 Purchase Units in Force
 Purchase Unit Value
April 20, 1987
 Purchase Unit Value(2)
December 31, 1986
 Purchase Units in Force
 Purchase Unit Value
</TABLE>
    
 
- ------------
 
(1) Effective with the merger of Quality Growth Fund into Stock Index Fund on
    May 1, 1992, Quality Growth Division 9 was merged into Stock Index Division
    10. The merger of Divisions was accomplished by an exchange of units of
    Quality Growth Division 9 for units of Stock Index Division 10 of equivalent
    value as calculated at the close of business on April 30, 1992.
 
(2) Purchase Unit Value At Date Of Inception.
 
                                        7
<PAGE>   140
 
- --------------------------------------------------------------------------------
   
<TABLE>
<CAPTION>
                                                                                              VANGUARD           VANGUARD
                                                                                            FIXED INCOME       FIXED INCOME
                                                                                          SECURITIES FUND-   SECURITIES FUND-
                                PUTNAM OTC      SCUDDER                                      LONG-TERM          LONG-TERM
PUTNAM GLOBAL    PUTNAM NEW     & EMERGING    GROWTH AND     TEMPLETON      TWENTIETH        CORPORATE        U.S. TREASURY
   GROWTH       OPPORTUNITIES     GROWTH        INCOME        FOREIGN     CENTURY ULTRA      PORTFOLIO          PORTFOLIO
 DIVISION 28     DIVISION 26    DIVISION 27   DIVISION 21   DIVISION 32    DIVISION 31      DIVISION 22        DIVISION 23
- -------------   -------------   -----------   -----------   -----------   -------------   ----------------   ----------------
<C>             <C>             <C>           <C>           <C>           <C>             <C>                <C>
  16,648,600       53,001,699    48,902,828    16,524,046    36,671,828      16,654,076       3,370,441          4,174,369
 $  1.057690      $  0.947573   $  0.894978   $  1.114950   $  1.075896     $  1.039845      $ 1.047595        $  1.048470
 
 $  1.000000      $  1.000000   $  1.000000   $  1.000000   $  1.000000     $  1.000000      $ 1.000000        $  1.000000
 
<CAPTION>
 
PUTNAM GLOBAL   VANGUARD/     VANGUARD/
   GROWTH      WELLINGTON    WINDSOR II
 DIVISION 28   DIVISION 25   DIVISION 24
- -------------  -----------   -----------
<C>            <C>           <C>
  16,648,600    22,866,634    37,292,761
 $  1.057690   $  1.101584   $  1.120855
 $  1.000000   $  1.000000   $  1.000000
</TABLE>
    
 
- ------------
 
Financial statements of VALIC Separate Account A are included in the Statement
of Additional Information, which is available upon request. Purchase units shown
are for a Purchase Unit outstanding throughout the year under a representative
Contract of the type invested in each column shown. The unit value of each
Division of VALIC Separate Account A will not be the same on any given day as
the net asset value per share of the underlying Fund of the Series Company and
the other mutual fund portfolios described in this prospectus in which that
Division invests. This is because each unit value consists of the underlying
share's net asset value minus the charges to VALIC Separate Account A. 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 VALIC Separate Account A does not
change as a result of such distributions.
 
                                        8
<PAGE>   141
 
- --------------------------------------------------------------------------------
 
ABOUT PORTFOLIO DIRECTOR 2
 
Portfolio Director 2 was developed to help you save money for your retirement.
It offers you a combination of fixed and variable investment options that you
can invest in to help you reach your retirement savings goals. Your
contributions to Portfolio Director 2 can come from different sources, like
payroll deductions or money transfers. Your retirement savings process with
Portfolio Director 2 will involve two stages: the Purchase Period; and the
Payout Period. The first is when you make contributions into Portfolio Director
2 called "Purchase Payments." The second, is when you receive your retirement
payouts. For more information, see "Purchase Period" and the "Payout Period" in
this prospectus.
 
You may choose, depending upon your retirement savings goals, your personal risk
tolerances, and your retirement plan, to invest in the Fixed Account Options
and/or the Variable Account Options described in this prospectus. When you
decide to retire, or otherwise withdraw your money, you can select from a wide
array of payout options including both fixed and variable payments. In addition,
this prospectus will describe for you all fees and charges that may apply to
your participation in Portfolio Director 2.
 
ABOUT VALIC
 
We are a life insurance company organized in 1955 and located in the State of
Texas. Our main business is issuing and offering fixed and variable retirement
annuity contracts, like Portfolio Director 2. Our principal offices are located
at 2929 Allen Parkway, Houston, Texas 77019. We have Regional Offices throughout
the United States. The addresses for these offices are given in the back of this
prospectus.
 
   
VALIC is a member of the American General Corporation group of companies.
Members of the American General Corporation group of companies operate in each
of the 50 states, the District of Columbia, and Canada and collectively provide
financial services with activities heavily weighted toward insurance.
    
 
ABOUT VALIC SEPARATE ACCOUNT A
 
When you direct money to Portfolio Director 2's Variable Account Options, you
will be sending that money through VALIC's Separate Account A. You do not invest
directly in the Mutual Funds made available in Portfolio Director 2. VALIC's
Separate Account A invests in the Mutual Funds on behalf of your account.
 
VALIC Separate Account A is made up of what we call "Divisions." Eighteen
Divisions are available and represent the Variable Account Options in Portfolio
Director 2. Each of these Divisions invests in a different Mutual Fund made
available through Portfolio Director 2. For example, Division Ten represents and
invests in the Stock Index Fund. The earnings (or losses) of each Division are
credited to (or charged against) the assets of that Division, and do not affect
the performance of the other Divisions of VALIC Separate Account A.
 
VALIC established Separate Account A in 1979 under Texas insurance law to allow
you to be able to invest in a number of Variable Account Options available in
Portfolio Director 2. VALIC Separate Account A is registered with the Securities
and Exchange Commission (SEC) as a unit investment trust under the Investment
Company Act of 1940. Units of interest in VALIC Separate Account A are
registered as securities under the Securities Act of 1933.
 
VALIC Separate Account A is administered and accounted for as part of VALIC's
business operations. However, the income, capital gains or capital losses,
whether or not realized of each Division of VALIC Separate Account A are
credited to or charged against the assets held in that Division 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. In accordance with the terms
of Portfolio Director 2, VALIC Separate Account A may not be charged with the
liabilities of any other VALIC operation. As stated in Portfolio Director 2, the
Texas Insurance Code requires that the assets of VALIC Separate Account A
attributable to Portfolio Director 2 be held exclusively for the benefit of the
contract owner, participants, annuitants, and beneficiaries of Portfolio
Director 2. When we discuss performance information in this prospectus, we mean
the performance of a VALIC Separate Account A Division.
UNITS OF INTERESTS
Your investment in a Division of VALIC Separate Account A is represented by
units of interest issued by VALIC Separate Account A. On a daily basis, the
units of interest issued by VALIC Separate Account A are revalued to reflect
that day's performance of the underlying mutual fund minus any applicable fees
and charges to VALIC Separate Account A.
 
<TABLE>
<S>                                                  <C>
 
                                                     All inquiries regarding
                                                     PORTFOLIO DIRECTOR 2
                                                     may be directed to your
                                                     VALIC Regional Office at
                                                     the addresses shown in the
                                                     back of this prospectus.
                                                     MUTUAL FUND OR FUND --
                                                     the investment portfolio(s)
                                                     of a registered open-end
                                                     management investment
                                                     company, which serves as
                                                     the underlying investment
                                                     vehicle for each Division
                                                     represented in VALIC
                                                     Separate Account A.
                                                     For more information about
                                                     VALIC, see the Statement of
                                                     Additional Information
</TABLE>
 
                                        9
<PAGE>   142
 
                    VARIABLE ACCOUNT OPTIONS
 
                    ------------------------------------------------------------
 
Portfolio Director 2 enables you to participate in Divisions that represent
eighteen Variable Account Options. These Divisions comprise all of the Variable
Account Options that are made available to you through VALIC Separate Account A.
See "About VALIC Separate Account A" in this prospectus.
 
Each individual Division represents and invests, through VALIC's Separate
Account A, in specific mutual funds. Twelve of the Mutual Funds are also
available to the general public. These mutual funds serve as the investment
vehicles for Portfolio Director 2 and include:
 
- - American General Series Portfolio
  Company (AGSPC) -- offers 6 funds, for which VALIC serves as investment
  adviser.
 
- - Founders Funds, Inc. -- offers 1 fund for which Founders Asset Management,
  Inc. serves as investment adviser.
 
   
- - Neuberger&Berman Management Inc. -- offers 1 fund for which Neuberger & Berman
  Management Inc. serves as investment manager and Neuberger & Berman LLC.,
  serves as sub-adviser.
    
 
- - Putnam Investments -- offers 3 funds for which Putnam Investment Management
  Inc., serves as investment adviser.
 
   
- - Scudder, Stevens & Clark, Inc. -- offers 1 fund for which Scudder, Stevens &
  Clark Inc. serves as investment adviser.
    
 
- - Templeton Funds Inc. -- offers 1 fund for which Templeton Global Advisors
  Limited serves as investment adviser.
 
   
- - American Century Investments -- offers 1 fund for which American Century
  Investment Management, Inc. serves as investment adviser.
    
 
- - The Vanguard Group Inc. -- offers 4 funds for which Barrow, Hanley, Mewhinney
  & Strauss Inc., Equinox Capital Management Inc., Tukmann Capital Management
  Inc., Vanguard Group Inc., Wellington Management Company and Vanguard Group
  Inc., Fixed Income Management Division serve as investment advisers
 
Each of these Funds (except for AGSPC's International Government Bond Fund which
is a non-diversified Fund) is registered as a diversified open-end, management
investment company and is regulated under the Investment Company Act of 1940.
For complete information about each of these Funds, including charges and
expenses, you should refer to the prospectus for that Fund. Additional copies
are available from VALIC or you may contact your VALIC Regional Office at the
addresses shown in the back of this prospectus.
 
SUMMARY OF FUNDS
 
A brief summary of the investment objectives of each Mutual Fund is shown below.
In addition to the investment objectives, the change in an Account Value of an
assumed $10,000 investment in each of the Divisions is shown in both table and
graph form. This will reflect a deduction for separate account fees (mortality
and expense risk charges minus any applicable reimbursements) and underlying
fund charges. This will not reflect any deduction for account maintenance fees,
surrender charges and premium taxes. These charges would further reduce your
return. The Account Values shown are since the inception of the Division or the
last 10 fiscal years (except for the Putnam New Opportunities Division which
shows the Account Value since the inception date of the underlying Fund). For
more information about how these returns were calculated including a statement
of the charges reflected and tables showing historical performance information
see "How to Review Investment Performance of Separate Account Divisions" in this
prospectus.

VARIABLE ACCOUNT
OPTIONS -- investment
options that correspond
to Separate Account
Divisions offered by
Portfolio Director 2.
Investment returns on
Variable Account
Options may be positive
or negative depending on
the investment
performance of the
underlying Mutual Fund.
 
                                       10
<PAGE>   143
 
AGSPC
GROWTH FUND
(Division 15)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks to provide long-term growth of capital through investment primarily in
common stocks of U.S. growth companies engaged in service-related activities.
 
   
<TABLE>
<CAPTION>
 Annual Value of a $10,000
  Stipulated Payment made
       April 29,1994           $ Value
- ----------------------------   -------
<C>                            <C>
          04/29/94             $10,000
          12/31/94              10,018
          12/31/95              14,667
          12/31/96              17,333
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 29, 1994
 
                                    [Chart]
 
AGSPC
INTERNATIONAL GOVERNMENT
BOND FUND
(Division 13)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks high current income through investments primarily in high quality debt
securities issued or guaranteed by foreign governments.
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     October 1, 1991        $ Value
- -------------------------   -------
<C>                         <C>
        10/01/91            $10,000
        12/31/91             10,905
        12/31/92             11,128
        12/31/93             12,583
        12/31/94             13,014
        12/31/95             15,308
        12/31/96             15,822
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE OCTOBER 1, 1991
 
                                    [CHART]
 
                                       11
<PAGE>   144
 
AGSPC
MONEY MARKET FUND
(Division 6)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks liquidity, protection of capital and current income through investments in
short-term money market instruments.
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     January 1, 1987        $ Value
- -------------------------   -------
<C>                         <C>
        01/01/87            $10,000
        12/31/87             10,450
        12/31/88             11,048
        12/31/89             11,923
        12/31/90             12,738
        12/31/91             13,310
        12/31/92             13,606
        12/31/93             13,833
        12/31/94             14,216
        12/31/95             14,857
        12/31/96             15,447
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1987
    
 
AGSPC
SCIENCE & TECHNOLOGY FUND
(Division 17)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks long-term growth of capital through investment primarily in the common
stocks and equity-related securities of companies that are expected to benefit
from the development, advancement and use of science and technology.
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     April 29, 1994         $ Value
- -------------------------   -------
<C>                         <C>
        04/29/94            $10,000
        12/31/94             12,477
        12/31/95             19,972
        12/31/96             22,505
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 29, 1994
                                    [CHART]
 
                                       12
<PAGE>   145
 
AGSPC
SOCIAL AWARENESS FUND
(Division 12)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks to obtain growth of capital through investment, primarily in common
stocks, in companies which meet the social criteria established for the Fund.
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     October 2, 1989        $ Value
- -------------------------   -------
<C>                         <C>
        10/02/89            $10,000
        12/31/89             10,100
        12/31/90              9,877
        12/31/91             12,506
        12/31/92             12,795
        12/31/93             13,670
        12/31/94             13,339
        12/31/95             18,351
        12/31/96             22,527
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE OCTOBER 2, 1989
                                    [CHART]
 
AGSPC
STOCK INDEX FUND
(Division 10)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
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 Standard & Poor's 500 Stock Index(R)*.
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     April 20, 1987         $ Value
- -------------------------   -------
<C>                         <C>
        04/20/87            $10,000
        12/31/87              8,562
        12/31/88              9,687
        12/31/89             12,388
        12/31/90             11,790
        12/31/91             15,056
        12/31/92             15,897
        12/31/93             17,293
        12/31/94             17,241
        12/31/95             23,439
        12/31/96             28,484
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 20, 1987
 
                                    [Chart]
 
 * "Standard & Poor's(R)", "S&P(R)" and "S&P 500(R)" are trademarks of Standard
   and Poor's ("S&P"). The Stock Index Fund is not sponsored, endorsed, sold or
   promoted by S&P and S&P makes no representation regarding the advisability of
   investing in this Fund.
 
                                       13
<PAGE>   146
 
FOUNDERS GROWTH FUND
(Division 30)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks long-term growth of capital. Fund invests primarily in common stocks of
well established, high-quality growth companies.
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     January 1, 1987        $ Value
- -------------------------   -------
<C>                         <C>
        01/01/87            $10,000
        12/31/87             10,906
        12/31/88             11,318
        12/31/89             15,884
        12/31/90             14,061
        12/31/91             20,522
        12/31/92             21,181
        12/31/93             26,329
        12/31/94             25,199
        12/31/95             36,329
        12/31/96             41,906
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1987
    
 
   
                                    [CHART]
    
 
   
NEUBERGER&BERMAN
    
GUARDIAN TRUST*
(Division 29)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks capital appreciation and, secondarily, current income. The Trust invests
primarily in a large number of common stocks of long-established, high quality
companies.
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     January 1, 1987        $ Value
- -------------------------   -------
<C>                         <C>
        01/01/87            $10,000
        12/31/87              9,802
        12/31/88             12,428
        12/31/89             14,953
        12/31/90             14,108
        12/31/91             18,767
        12/31/92             22,113
        12/31/93             24,857
        12/31/94             24,987
        12/31/95             32,656
        12/31/96             38,057
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1987
    
 
   
                                    [CHART]
    
 
   
 * The Trust started operating on August 3, 1993. It has identical investment
   objectives and policies to, and as part of a "master/feeder structure"
   invests, in the same portfolio as Neuberger&Berman Guardian Fund ("Fund"),
   which is also managed by Neuberger& Berman Management Incorporated ("N&B
   Management"). N&B Management voluntarily bears certain expenses of the Trust
   so that the Trust's expense ratio per annum will not exceed the expense ratio
   per annum of the Fund by more than 0.10% of the Trust's average daily net
   assets. This arrangement can be terminated on sixty days' notice. The
   performance information for the Trust before August 3, 1993 is for the Fund
   and its predecessor, which had an inception date of June 1, 1950. For more
   information about the Trust's "master/feeder structure" see the Trust's
   prospectus.
    
 
                                       14
<PAGE>   147
 
PUTNAM GLOBAL GROWTH
FUND
   
Class A Shares
    
(Division 28)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks capital appreciation. Current income is only an incidental consideration
in selecting investments for the Fund. The Fund is designed for investors
seeking above-average capital growth potential through a globally diversified
portfolio of common stocks. Dividend and interest income is only an incidental
consideration.
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     January 1, 1987        $ Value
- -------------------------   -------
<C>                         <C>
        01/01/87            $10,000
        12/31/87             10,620
        12/31/88             11,466
        12/31/89             14,141
        12/31/90             12,714
        12/31/91             14,852
        12/31/92             14,740
        12/31/93             19,243
        12/31/94             18,892
        12/31/95             21,477
        12/31/96             24,777
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1987
    
 
                                    [CHART]
 
PUTNAM NEW OPPORTUNITIES
FUND
   
Class A Shares
    
(Division 26)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks long-term capital appreciation. Current income is only an incidental
consideration. The Fund invests principally in common stocks of companies in
sectors of the economy which the Fund's investment adviser believes possess
above-average long-term growth potential.
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     August 31, 1990        $ Value
- -------------------------   -------
<C>                         <C>
        08/31/90            $10,000
        12/31/90             11,041
        12/31/91             18,317
        12/31/92             22,780
        12/31/93             29,932
        12/31/94             30,620
        12/31/95             44,354
        12/31/96             48,656
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE AUGUST 31, 1990
 
                                    [CHART]
 
                                       15
<PAGE>   148
 
   
PUTNAM OTC & EMERGING
    
GROWTH FUND
   
Class A Shares
    
(Division 27)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
   
Seeks capital appreciation. The Fund invests primarily in common stocks traded
in the over-the-counter ("OTC") market and common stocks, of "emerging growth"
companies listed on securities exchanges. The Fund is designed for investors
willing to assume above-average risk in return for above average capital growth
potential. The Fund may trade securities for short-term profits.
    
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     January 1, 1987        $ Value
- -------------------------   -------
<C>                         <C>
        01/01/87            $10,000
        12/31/87             10,371
        12/31/88             11,932
        12/31/89             15,237
        12/31/90             13,604
        12/31/91             18,971
        12/31/92             21,167
        12/31/93             27,678
        12/31/94             28,020
        12/31/95             43,269
        12/31/96             44,794
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1987
    
                                    [CHART]
 
SCUDDER GROWTH AND
INCOME FUND
(Division 21)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks long-term growth of capital, current income and growth of income. The Fund
invests primarily in common stocks, preferred stocks, and securities convertible
into common stocks of companies which offer the prospect for growth of earnings
while paying current dividends.
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     January 1, 1987        $ Value
- -------------------------   -------
<C>                         <C>
        01/01/87            $10,000
        12/31/87             10,222
        12/31/88             11,309
        12/31/89             14,114
        12/31/90             13,616
        12/31/91             17,236
        12/31/92             18,649
        12/31/93             21,292
        12/31/94             21,576
        12/31/95             27,955
        12/31/96             33,721
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1987
    
 
                                    [CHART]
 
                                       16
<PAGE>   149
 
TEMPLETON FOREIGN FUND
   
Class I Shares
    
(Division 32)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks long-term capital growth through a flexible policy of investing in stocks
and debt obligations of companies and governments outside the United States. Any
income realized will be incidental.
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     January 1, 1987        $ Value
- -------------------------   -------
<C>                         <C>
        01/01/87            $10,000
        12/31/87             12,350
        12/31/88             14,922
        12/31/89             19,286
        12/31/90             18,523
        12/31/91             21,692
        12/31/92             21,498
        12/31/93             29,123
        12/31/94             28,939
        12/31/95             31,853
        12/31/96             37,186
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1987
    
                                    [Chart]
 
TWENTIETH CENTURY ULTRA
FUND
(Division 31)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks capital growth. The Fund invests primarily in common stocks that are
considered to have better-than-average prospects for appreciation.
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     January 1, 1987        $ Value
- -------------------------   -------
<C>                         <C>
        01/01/87            $10,000
        12/31/87             10,557
        12/31/88             11,836
        12/31/89             16,038
        12/31/90             17,356
        12/31/91             32,019
        12/31/92             32,084
        12/31/93             38,674
        12/31/94             36,885
        12/31/95             50,249
        12/31/96             56,496
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1987
    
 
                                    [CHART]
 
                                       17
<PAGE>   150
 
VANGUARD FIXED
INCOME SECURITIES
FUND -- LONG-TERM
CORPORATE PORTFOLIO
(Division 22)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks high level of current income consistent with the maintenance of principal
and liquidity. The Portfolio invests in a diversified portfolio of investment
grade corporate and government bonds.
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     January 1, 1987        $ Value
- -------------------------   -------
<C>                         <C>
        01/01/87            $10,000
        12/31/87              9,896
        12/31/88             10,722
        12/31/89             12,197
        12/31/90             12,795
        12/31/91             15,279
        12/31/92             16,566
        12/31/93             18,734
        12/31/94             17,523
        12/31/95             21,877
        12/31/96             21,718
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1987
    
 
                                    [CHART]
 
VANGUARD FIXED
INCOME SECURITIES
FUND -- LONG-TERM
U.S. TREASURY PORTFOLIO
(Division 23)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks high level of current income consistent with the maintenance of principal
and liquidity. The Portfolio invests at least 85% of its assets in long-term
securities backed by the full faith and credit of the U.S. Government. Also, at
least 65% of the Fund assets will be invested in U.S. Treasury bills, notes and
bonds.
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     January 1, 1987        $ Value
- -------------------------   -------
<C>                         <C>
        01/01/87            $10,000
        12/31/87              9,588
        12/31/88             10,336
        12/31/89             12,040
        12/31/90             12,579
        12/31/91             14,590
        12/31/92             15,478
        12/31/93             17,853
        12/31/94             16,392
        12/31/95             21,065
        12/31/96             20,417
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1987
    
 
                                    [CHART]
 
                                       18
<PAGE>   151
 
VANGUARD/WELLINGTON FUND
(Division 25)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks conservation of principal, a reasonable income return, and profits without
undue risk.
 
This Fund seeks relative capital stability, a reasonable level of income, and
the potential for capital appreciation. By balancing its investments among
common stocks and bonds, the Fund is expected to provide lower investment risk
and share price volatility (and a lower return in the long run) than a mutual
fund which invests exclusively in common stocks.
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     January 1, 1987        $ Value
- -------------------------   -------
<C>                         <C>
        01/01/87            $10,000
        12/31/87             10,101
        12/31/88             11,583
        12/31/89             13,913
        12/31/90             13,356
        12/31/91             16,311
        12/31/92             17,385
        12/31/93             19,493
        12/31/94             19,159
        12/31/95             25,154
        12/31/96             28,849
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1987
    
 
                                    [CHART]
 
VANGUARD/WINDSOR II
(Division 24)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks to provide long-term growth of capital and income by investing primarily
in common stocks. The Fund's secondary objective is to provide current income.
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     January 1, 1987        $ Value
- -------------------------   -------
<C>                         <C>
        01/01/87            $10,000
        12/31/87              9,665
        12/31/88             11,906
        12/31/89             15,032
        12/31/90             13,364
        12/31/91             16,988
        12/31/92             18,790
        12/31/93             21,083
        12/31/94             20,580
        12/31/95             28,221
        12/31/96             34,589
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1987
    
 
                                    [CHART]
 
                                       19
<PAGE>   152
 
                    PURCHASE PERIOD
 
                    ------------------------------------------------------------
 
The Purchase Period begins when your first Purchase Payment is made and
continues until you begin your Payout Period. The Purchase Period can also end
when a Portfolio Director 2 account is surrendered before the Payout Period. The
amount, number, and frequency of your Purchase Payments is determined by the
retirement plan for which Portfolio Director 2 was purchased.
 
PURCHASE PAYMENTS
   
You may establish an account only through a VALIC representative. Initial
Purchase Payments must be received by VALIC either with, or after, a completed
application. Your employer is usually responsible for remitting Purchase
Payments to us. The employer is responsible for furnishing instructions to us (a
premium flow report) as to the amount being applied to your account.
    
 
Minimum initial and subsequent Purchase Payments are as follows:
- --------------------------------------------------
 
<TABLE>
<CAPTION>
                        Initial    Subsequent
    Contract Type       Payment     Payment
    -------------       -------    ----------
<S>                     <C>        <C>
Periodic Payment        $   30        $ 30
Single Payment          $1,000         -0-
</TABLE>
 
Periodic Payment minimums apply to each Fixed Account Option or Variable Account
Option selected. The Single Payment minimum applies to each of your accounts.
 
Purchase Payments are received in VALIC's Home Office. When an initial Purchase
Payment accompanies an application, within 2 business days we will:
 
- - Accept the Application -- and issue a contract. We will also establish your
  account and apply your Purchase Payment by crediting the amount to the Fixed
  Account Option or Variable Account Option selected;
 
- - Reject the Application -- and return the Purchase Payment; or
 
- - Request Additional Information -- to correct or complete the application.
 
   
If we receive Purchase Payments from your employer before we receive your
completed application or enrollment form, we will not be able to open an account
for you. Under these circumstances, we will take one of the following actions:
    
   
  Return Purchase Payments. If we do not have your name, address or social
  security number, we will return the Purchase Payment to your employer unless
  this information is immediately provided to us.
    
   
  Employer-Directed Account. If we have your name, address and social security
  number and we have an Employer-Directed Account Agreement from your employer,
 
  generally we will deposit your Purchase Payment
    
 
   
PURCHASE PAYMENTS -- an
amount of money you pay to
VALIC to receive the benefits
of an annuity Contract offered
by Portfolio Director 2.
For more information as to
how PURCHASE UNIT VALUES
are calculated, see the
Statement of Additional
Information.
 
  in an "Employer-Directed" account invested in our Money Market Division
  Option. You may not transfer these amounts until VALIC has received a
  completed application or enrollment form.
    
 
   
  Starter Account. If we have your name, address and social security number, but
  we do not have an Employer-Directed Account Agreement from your employer, we
  will deposit your Purchase Payment in a "starter" account invested in the
  Money Market Division. We will send you follow-up letters requesting the
  information necessary to complete the application, including your allocation
  instructions. Unless a completed application or enrollment form is received by
  us within 105 days of establishment of your starter account, the account
  balance, including earnings, will be returned to your employer. We are not
  responsible for any adverse tax consequences to you that may result from the
  return of your employer's contributions.
    
 
PURCHASE UNITS
A Purchase Unit is a unit of interest owned by you in your Variable Account
Option. Purchase Units apply only to the Variable Account Options selected for
your account. Purchase Unit values are calculated at the close of regular
trading of the New York Stock Exchange (the "Exchange"), currently 4:00 p.m. New
York time (see Calculation of Purchase Unit Value below for more information.)
Purchase Units will be credited the same business day if Purchase Payments are
received by our Home Office before the close of the Exchange. If not, they will
be calculated and credited the next business day. Purchase Unit values will vary
depending on the net investment results of each of the Variable Account Options.
This means the value of your Variable Account Option will fluctuate.
 
CALCULATION OF PURCHASE UNIT VALUE
The Purchase Unit value for a Division is calculated as shown below:
- --------------------------------------------------
Step 1: Calculate the gross investment rate:
 
  Gross Investment Rate
= (EQUALS)
  The Division's investment income
  and capital gains and losses
  (whether realized or unrealized) on
  that day from the assets
  attributable to the Division.
/ (DIVIDED BY)
  The value of the Division for
  the immediately preceding day on
  which the values are calculated.
 
                                       20
<PAGE>   153
 
- --------------------------------------------------------------------------------
 
We calculate the gross investment rate as of 4:00 p.m. New York time on each
business day when the New York Stock Exchange is open.
- --------------------------------------------------
Step 2: Calculate net investment rate for any day as follows:
 
  Net Investment Rate
= (EQUALS)
  Gross Investment Rate
  (calculated in Step 1)
- - (MINUS)
  Separate Account charges and any
  income tax charges.
 
Step 3: Determine Purchase Unit Value for that day.
 
  Purchase Unit Value for that day.
= (EQUALS)
  Purchase Unit Value for immediate
  preceding day.
X (MULTIPLIED BY)
  Net Investment Rate (as calculated
  in Step 2) plus 1.00.
 
CHOOSING INVESTMENT OPTIONS
There are 20 investment options offered in Portfolio Director 2. This includes 2
Fixed Account Options and 18 Variable Account Options. Unless provided
otherwise, you
may select and combine up to 7 of the 20 options. The Funds that underlie the
Variable Account Options are registered as investment companies under and are
subject to regulation of the Investment Company Act of 1940 (the Act). The Fixed
Account Options are not subject to regulation under the Act and are not required
to be registered under the Securities Act of 1933. As a result, the SEC has not
reviewed data in this prospectus that relates to the Fixed Account Options.
However, federal securities law does require such data to be accurate and
complete.
 
FIXED ACCOUNT OPTIONS
Each of the Fixed Account Options are part of the Company's general assets. You
may allocate all or a portion of your Purchase Payment to the Fixed Account
Options listed in "Profile of Portfolio Director 2 Contract" appearing in this
prospectus. Purchase Payments you allocate to these Fixed Account Options are
guaranteed to earn at least a minimum rate of interest. Interest is paid on each
of the Fixed Account Options at declared rates, which may be different for each
option. We bear the entire investment risk for the Fixed Account Option. All
Purchase Payments and interest earned on such amounts in your Fixed Account
Option will be paid regardless of the investment results experienced by the
Company's general assets.
- --------------------------------------------------
Here is how you may calculate the value of your Fixed Account Option during the
Purchase Period:
 
  Value of Your Fixed
  Account Options
= (EQUALS)
  All Purchase Payments made to the
  Fixed Account Options
+ (PLUS)
  Amounts transferred from Variable
  Account Options to the Fixed
  Account Options
+ (PLUS)
  All interest earned
- - (MINUS)
  Amounts transferred or withdrawn
  from Fixed Account Options
  (including applicable fees and charges)
 
VARIABLE ACCOUNT OPTIONS
You may allocate all or a portion of your Purchase Payments to the Variable
Account Options listed in this prospectus. A complete discussion of each of the
Variable Account Options may be found in the "Variable Account Options" section
in this prospectus. Based upon a Variable Account Option's Purchase Unit Value
your account will be credited with the applicable number of Purchase Units. The
Purchase Unit Value of each Variable Account Option will change daily depending
upon the investment performance of the underlying fund (which may be positive or
negative) and the deduction of VALIC Separate Account A charges. See the "Fees
and Charges" section in this prospectus. Because Purchase Unit Values change
daily, the number of Purchase Units your account will be credited with for
subsequent Purchase Payments will vary. Each Variable Account Option bears its
own investment risk. Therefore, the value of your account may be worth more or
less at retirement or withdrawal.
- --------------------------------------------------
Here is how to calculate the value of each Variable Account Option in your
account during the Purchase Period:
 
  Value of Your Variable Account Option
= (EQUALS)
  Total Number of Purchase Units
X (MULTIPLIED BY)
  Current Purchase Unit Value
 
STOPPING PURCHASE PAYMENTS
Purchase Payments may be stopped at any time. Purchase Payments may be resumed
at any time before your Portfolio Director 2 account has been surrendered. While
no Purchase Payments are being made, the number of Purchase Units outstanding
will remain the same. (This is assuming no transfers or withdrawals are made.)
The value of the Purchase Units will continue to vary. Your Account Value will
continue to be subject to charges.
 
If your Account Value falls below $300, and you do not make any Purchase
Payments for two years from the date we established your account, we may close
the account and pay the Account Value (less any surrender charge) to you.
 
<TABLE>
<S>                                                   <C>
                                                      PURCHASE UNIT -- a
                                                      measuring unit used to
                                                      calculate your Account Value
                                                      during the Purchase Period.
                                                      The value of a Purchase Unit
                                                      will vary with the
                                                      investment
                                                      experience of the Separate
                                                      Account Division you have
                                                      selected.
</TABLE>
 
                                       21
<PAGE>   154
 
                    TRANSFERS BETWEEN INVESTMENT OPTIONS
 
                    ------------------------------------------------------------
 
You may transfer all or part of your Account Value between the various Fixed
Account and Variable Account Options in Portfolio Director 2 without a charge.
Transfer instructions may be made either in writing or by telephone as discussed
below. Transfers may be made during the Purchase Period or during the Payout
Period. We reserve the right to limit transfers as discussed below. Your
employer's plan may also limit your rights to transfer.
DURING THE PURCHASE PERIOD
During the Purchase Period, transfers may be made between Portfolio Director 2's
Fixed Account Options and Variable Account Options.
 
We currently permit transfers between Variable Account Options or from Variable
Account Options to Fixed Account Options, at any time. We may, however, limit
the number of transfers you can make.
 
Transfers are also permitted from the Fixed Account Options subject to the
following limitations:
- ---------------------------------------------------
 
<TABLE>
<CAPTION>
    FIXED                                        OTHER
ACCOUNT OPTION      VALUE       FREQUENCY     RESTRICTIONS
- --------------  -------------  -----------    ------------
<S>             <C>            <C>          <C>
Fixed Account
 Plus:          Up to 20% per  At any time  None (1)
                contract year
                    100%       At any time  If Account Value
                                            is
                                            less than or
                                            equal
                                            to $500
Short-Term
 Fixed
 Account:        Up to 100%    At any time  90-day Holding
                                            Period If
                                            transfer was
                                            previously made
                                            into
                                            Short-Term Fixed
                                            Account.(2)
</TABLE>
 
- ---------------
(1) Your employer may further limit or expand the restrictions. We may charge
    for those modified restrictions if specified in your employer's retirement
    plan.
(2) VALIC may change this holding period at any time in the future, but it will
    never be more than 180 days.
DURING THE PAYOUT PERIOD
During the Payout Period, transfers may be made between Portfolio Director 2's
investment options subject to the following limitations:
- ---------------------------------------------------
 
<TABLE>
<CAPTION>
                            % OF ACCOUNT
                  --------------------------------     OTHER
 ACCOUNT OPTION      VALUE          FREQUENCY       RESTRICTIONS
 --------------   -----------  -------------------  ------------
<S>               <C>          <C>                  <C>
Variable:         Up to 100%   Once every 365 days      None
Combination
 Fixed
 and Variable     Up to 100%   Once every 365 days      None
 Payout:          of money in
                   variable
                    option
                    payout
Fixed:                Not              --                --
                   permitted
</TABLE>
 
ACCOUNT VALUE -- the total
sum of your Fixed Account
and/or Variable Account
Options that have not yet
been applied to your Payout
Payments.
PURCHASE PERIOD -- the time
between your first Purchase
Payment and your Payout
Period (or surrender).
HOME OFFICE -- Our
principal office at 2929 Allen
Parkway, Houston, Texas
77019.
PAYOUT PERIOD -- the time
that starts when you begin to
withdraw your money in a
steady stream of payments.
 
COMMUNICATING TRANSFER OR
REALLOCATION INSTRUCTIONS
A written instruction to transfer or reallocate all or part of your Account
Value between the various investment options in Portfolio Director, should be
sent to VALIC's Home Office.
 
Instructions for transfers or reallocations may be made by calling
1-800-621-7792. Telephone transfers will be allowed unless we have been notified
not to accept such telephone instructions. In this event, we must receive
written instructions, in order to permit future telephone transfers to be made.
Before a transfer will be made by telephone, you must give us the requested
identifying information concerning your account(s).
 
Unless we have been instructed not to accept requests for telephone transfers,
anyone may effect a telephone transfer if they furnish the requested
information. You will bear any loss resulting from such instructions, whether
the caller was specifically authorized by you or not.
 
No one that we employ or that represents VALIC may give telephone instructions
on your behalf without VALIC's prior written permission. (This does not apply to
a contract with the immediate family of an employee or representative of VALIC).
 
We will send you a confirmation of the completed transfer within 5 days from the
date of your instruction. When you receive your confirmation, it is your duty to
verify the information shown, and advise us of any errors within one business
day.
 
You will bear the risk of loss arising from instructions received by telephone.
We are not responsible for the authenticity of such instructions. Any telephone
instructions which we reasonably believe to be genuine will be your
responsibility. This includes losses from errors in communication. Telephone
transfer instruction may not be made during the Payout Period. We reserve the
right to stop telephone transfers at any time.
 
EFFECTIVE DATE OF TRANSFER
The effective date of a transfer will be:
 
- - The date of receipt, if received in our Home Office before the close of
  regular trading of the New York Stock Exchange on a day values are calculated;
  (Normally, this will be 4:00 P.M. New York time); otherwise
 
- - The next date values are calculated.
 
                                       22
<PAGE>   155
 
FEES AND CHARGES
- --------------------------------------------------------------------------------
 
By investing in Portfolio Director 2, you may be subject to six basic types of
fees and charges:
 
- - Account Maintenance Fee
- - Surrender Charges
- - Premium Tax Charge
- - Separate Account Charges
- - Fund Annual Expense Charge
- - Other Tax Charges
 
These fees and charges are explained below. For additional information about
these fees and charges, see the Fee Table in this prospectus.
 
ACCOUNT MAINTENANCE FEE
 
An account maintenance fee of $3.75 will be deducted on the last day of each
calendar quarter if any of your money is invested in the Variable Account
Options. We will sell Purchase Units from your Account to pay the account
maintenance fee. If you invest only in Fixed Account Options during a calendar
quarter, this fee will not apply. If all your money in a Variable Account Option
is withdrawn, or transferred to a Fixed Account Option, the fee will be deducted
at that time. The fee will be assessed equally among the Variable Account
Options that make up your Account Value.
 
The account maintenance fee is to reimburse the Company for our administrative
expenses for providing Variable Account Options. This includes the expense for
establishing and maintaining the record keeping for the Variable Account
Options. We do not expect that the amount of fees we receive will be greater
than our expenses.
 
The amount of the account maintenance fee may be reduced or waived if Portfolio
Director 2 is issued to certain types of plans which are expected to result in
lower costs to VALIC. To learn more about how we determine if account
maintenance fees may be reduced or waived, see the "Reduction or Waiver of
Account Maintenance Fee or Surrender Charges" section in this prospectus. If you
have two or more accounts established under the same group contract, we may
agree to deduct an account maintenance fee from only one account.
 
SURRENDER CHARGES
 
When you withdraw money from your account, you may be subject to a surrender
charge. For information about your right to surrender, see "Surrender of Account
Value" in this prospectus.
 
It is assumed that the most recent Purchase Payments are withdrawn first. No
surrender charge will be applied unless an amount is
 
actually withdrawn. We consider all Purchase Payments to be withdrawn before
earnings are withdrawn.
 
Amounts exchanged from other contracts issued by the Company may or may not be
subject to a surrender charge. After exchange, it is assumed that any new
Purchase Payments are withdrawn before the exchanged amount. For more
information, see "Exchange Privilege" in the Statement of Additional
Information.
 
AMOUNT OF SURRENDER CHARGES
 
A surrender charge may not be greater than:
 
- - Five percent (5%) of the amount of all Purchase Payments received during the
  past 60 months; or
 
- - Five percent (5%) of the amount withdrawn.
 
10% FREE WITHDRAWAL
 
In any Participant Year, up to 10% of the Account Value may be withdrawn without
a surrender charge. The surrender charge will apply to any amount withdrawn that
exceeds this 10% limit. The percentage withdrawn will be determined by dividing
the amount withdrawn by the Account Value just prior to the withdrawal. If more
than one withdrawal is made during a Participant Year, each percentage will be
added to determine at what point the 10% limit has been reached.
These 10% withdrawals without charge do not reduce Purchase Payments for the
purpose of computing the surrender charge. If a surrender charge is applied to
all or part of a Purchase Payment, no surrender charge will be applied to such
Purchase Payment (or portion thereof) again.
 
EXCEPTIONS TO SURRENDER CHARGES
 
No surrender charge will be applied:
 
- - To money applied to provide a Payout Option;
 
- - To death benefits;
 
- - If no Purchase Payments have been received during the 60 months prior to the
  date of surrender;
 
- - If your account has been in effect for 15 years or longer;
 
- - If your account has been in effect for 5 years or longer, and you have
  attained age 59 1/2;
 
- - To "No Charge Systematic Withdrawals";
 
- - Under certain contracts, to withdrawals under the No Charge Minimum
  Distribution provisions;
 
PARTICIPANT YEAR -- the first
 
twelve month period and
 
then each yearly anniversary
 
of that period following the
 
issue date of the contract or
 
certificate.
 
                                       23
<PAGE>   156
 
- --------------------------------------------------------------------------------
 
- - If you have become totally and permanently disabled, defined as follows: You
  are unable, due to mental or physical impairment, to perform the material and
  substantial duties of any occupation for which you are suited by means of
  education, training or experience; the impairment must have been in existence
  for more than 180 days; the impairment must be expected to result in death or
  be long-standing and indefinite and proof of disability must be evidenced by a
  certified copy of a Social Security Administration determination or a doctor's
  verification; and
 
- - If you are at least 55 years old, are no longer employed by the employer that
  established the plan, and your account under the plan was established at least
  5 years prior to the date of surrender.
 
The surrender charges may be reduced or waived if Portfolio Director 2 is issued
to certain types of plans which are expected to result in lower costs to VALIC.
To learn more about how we determine if surrender charges may be reduced or
waived, see the "Reduction or Waiver of Account Maintenance Fee or Surrender
Charges" section in this prospectus.
 
PREMIUM TAX CHARGE
 
Taxes on Purchase Payments are imposed by some states, cities, and towns. The
rate will range from zero to 3%.
 
If the law of a state, city, or town requires premium taxes to be paid when
Purchase Payments are made, we will, of course, comply. Otherwise, such tax will
be deducted from the Payout Value when annuity payments are to begin.
 
If we deduct an amount for premium taxes, but later find the tax was not due, we
will:
 
- - Adjust the amount deducted in error to reflect investment experience from the
  date of the deduction to the date we determined the tax was not due; and
 
- - Apply the excess amount, as adjusted, to increase the number of Pay-in or
  Payout Units.
 
SEPARATE ACCOUNT CHARGES
 
There will be a mortality and expense risk charge applied to VALIC Separate
Account A. This is a daily charge at an annualized rate of 1% to 1.25% on the
average daily net asset value of VALIC Separate Account A. The exact rate
depends on the Variable Account Option selected. This charge is guaranteed and
cannot be increased by the Company. The mortality and expense risk charge is to
compensate the Company for assuming mortality and expense risks under Portfolio
Director. The mortality risk that the Company assumes is the obligation to
provide payments during the Payout Period for your life no matter how long that
might be. In addition, the Company assumes the obligation to pay during the
Purchase Period an interest guaranteed death benefit. For more information about
the interest guaranteed death benefit see the "Death Benefit" section of this
prospectus. The expense risk is our obligation to cover the cost of issuing and
administering Portfolio Director 2, no matter how large the cost may be.
 
The Company may make a profit on the mortality and expense risk charge. For more
information about the mortality and expense risk charge, see the Fee Table in
this prospectus.
 
FUND ANNUAL EXPENSE CHARGE
 
Investment management charges based on a percentage of each Fund's average daily
net assets are payable by each Fund. Depending on the Variable Account Option
selected, the charges will be paid by each Fund to its investment adviser. These
charges and other Fund charges and expenses are fully described in the
prospectuses for the Funds. These charges indirectly cost you because they lower
your return.
 
OTHER TAX CHARGES
 
We reserve the right to charge for certain taxes (other than premium taxes) that
we may have to pay. This could include federal income taxes. Currently, no such
charges are being made.
 
REDUCTION OR WAIVER OF ACCOUNT
MAINTENANCE FEE OR SURRENDER
CHARGES
 
   
We may, as described below, determine that the account maintenance fee or the
amount of surrender charges for Portfolio Director 2 may be reduced or waived.
We may reduce or waive these fees and charges if we determine that your
retirement program will allow us to reduce or eliminate administrative or sales
expenses that we usually incur for retirement programs. There are a number of
factors we will review in determining whether your retirement program will allow
us to reduce or eliminate these administrative or sales expenses.
    
 
                                       24
<PAGE>   157
 
- --------------------------------------------------------------------------------
 
To determine whether we can reduce or waive account maintenance fees, we review
the following factors:
 
  -  The type of retirement program.
 
     Certain types of retirement programs because of their stability can result
     in lower administrative costs.
 
  - The nature of your retirement program.
 
     Certain types of retirement programs, due to the types of employees who
    participate, experience fewer account surrenders thus reducing
    administrative costs.
 
  - The frequency of Purchase Payments for your retirement program
 
     Purchase Payments received no more than once a year can reduce
    administrative costs.
 
  - The administrative tasks performed by your employer for your retirement
    program.
 
     The employer sponsoring your retirement program can, through their method
    of remitting Purchase Payments, reduce administrative costs.
 
  - Other factors of which we are not presently aware which could reduce
    administrative costs.
 
To determine whether we can reduce or waive surrender charges, we review the
following factors:
 
  - The size of your retirement program.
 
     A retirement program which involves a larger group of employees may allow
    us to reduce sales expenses.
 
  - The total amount of Purchase Payments to be received for your retirement
    program.
 
     Larger Purchase Payments can reduce sales expenses.
 
  - The nature of your retirement program.
 
     Certain types of retirement programs, due to the type of employees who
    participate, experience fewer account surrenders thus reducing sales
    expense.
 
  - The type of your retirement program.
 
     Certain types of retirement programs because of their stability can result
    in lower sales expenses.
 
  - The use of mass enrollment or related administrative tasks performed by your
    employer for your retirement program.
 
  - Other factors of which we are not presently aware which could reduce sales
    expenses.
 
   
  We also may reduce or eliminate the amount of the mortality and expense risk
  charge under Portfolio Director 2 or credit additional amounts to the Contract
  representing reductions in this charge. We will only do this if permitted by
  this Contract and by VALIC guidelines in effect at the time. In no event will
  the reduction or waiver of fees and charges be permitted where the reduction
  or waiver will unfairly discriminate against any person.
    
 
  SEPARATE ACCOUNT EXPENSE
  REIMBURSEMENT
 
  Some of the Mutual Funds or their affiliates may have an agreement with the
  Company to pay the Company for certain administrative and shareholder services
  it provides to the underlying Fund. The Company will reduce its charges to the
  Division investing in that Fund by the full amount of any of these payments it
  receives. See the Fee Table in this prospectus for an identification of those
  Funds for which a reimbursement applies.
 
                                       25
<PAGE>   158
 
                    PAYOUT PERIOD
 
                    ------------------------------------------------------------
 
The Payout Period (Annuity Period) begins when you decide to retire or otherwise
withdraw your money in a steady stream of payments. If your employer's plan
permits, you may apply any portion of your Account Value to one of the types of
Payout Options listed below. You may choose to have your Payout Option on either
a fixed, a variable, or a combination payout basis. When you choose to have your
Payout Option on a variable basis, you may keep the same Variable Account
Options in which your Purchase Payments were made, or transfer to different
ones.
 
FIXED PAYOUT
Under Fixed Payout, you will receive payments from the Company. These payments
are fixed and guaranteed by the Company. The amount of these payments will
depend on:
 
  - Type and duration of Payout Option chosen;
 
  - Your age or your age and the age of your survivor (1);
 
  - Your sex or your sex and the sex of your survivor (1) (IRA's and certain
    nonqualified contracts);
 
  - The portion of your Account Value being applied; and
 
  - The payout rate being applied and the frequency of the payments.
 
     (1) This applies only to joint and survivor payouts.
 
If the benefit would be greater, the amount of your payments will be based on
the current payout rate the Company uses for immediate annuity contracts.
 
VARIABLE PAYOUT
With a Variable Payout, you may select up to 7 Variable Account Options. Your
payments will vary accordingly. This is due to the varying investment results
that will be experienced by each of the Variable Account Options you selected.
The Payout Unit Value is calculated just like the Purchase Unit Value for each
Variable Account Option except that the Payout Unit Value includes a factor for
the Assumed Investment Rate you select. For additional information on how Payout
Payments and Payout Unit Values are calculated, see the Statement of Additional
Information.
 
In determining your first Payout Payment, an Assumed Investment Rate of 3 1/2%
is used (unless you select a higher rate.) If the net investment experience of
the Variable Account Option exceeds your Assumed Investment Rate, your next
payment will be greater than your first payment. If the investment
 
experience of the Variable Account Option is lower than your Assumed Investment
Rate, your next payment will be less than your first payment.
 
COMBINATION FIXED AND VARIABLE
PAYOUT
With a Combination Fixed and Variable Payout, you may choose:
 
  - Up to 6 Variable Account Options (payments will vary); with a
 
  - Fixed Payout (payment is fixed and guaranteed).
 
PAYOUT DATE
   
The Payout Date is the date elected by you on which your payout (annuity)
payments will start. The date elected must be the first of any month provided 30
days advance notice has been given to VALIC. Your account will be valued ten
days prior to the end of the month preceding the Payout Date. A request to start
payments must be sent to our Home Office on a form approved by VALIC. Generally,
for qualified contracts, the Payout Date may begin when you attain age 59 1/2 or
separate from service, but must begin no later than April 1 following the
calendar year you reach age 70 1/2 or the calendar year in which you retire. For
nonqualified contracts, the Payout Date may begin at any time prior to your 85th
birthday. For additional information on the minimum distribution rules that
apply to payments under 403(b), 401, 403(a) and 457 plans or simplified employee
plans ("SEPs"), see "Federal Tax Matters" in this prospectus and in the
Statement of Additional Information.
    
 
PAYOUT OPTIONS
You may specify the manner in which your Payout Payments are made. You may
select one of the following options:
  - LIFE ONLY -- payments are made only to you during your lifetime. Under this
    option there is no provision for a death benefit for the beneficiary. For
    example, it would be possible under this option for the Annuitant to receive
    only one payout payment if he died prior to the date of the second payment,
    two if he died before the third payment.
  - LIFE WITH GUARANTEED PERIOD -- payments are made to you during your
    lifetime; but if you die before the guaranteed period has expired, your
 
    beneficiary will receive payments for the rest of your guaranteed period.
 
<TABLE>
<S>                                                   <C>
                                                      PAYOUT UNIT -- a measuring
                                                      unit used to calculate
                                                      Payout
                                                      Payments from your Variable
                                                      Account Option. Payout Unit
                                                      values will vary with the
                                                      investment experience of the
                                                      VALIC Separate Account A
                                                      Division you have selected.
 
                                                      ASSUMED INVESTMENT
                                                      RATE -- the rate used to
                                                      determine your first monthly
                                                      Payout Payment per
                                                      thousand dollars of Account
                                                      Value in your Variable
                                                      Account Option(s).
</TABLE>
 
                                       26
<PAGE>   159
 
- --------------------------------------------------------------------------------
 
  - LIFE WITH CASH OR UNIT REFUND -- payments are made to you during your
    lifetime. Upon your death, your beneficiary will receive a lump sum payment
    equal to the remaining Annuity Value.
 
  - JOINT AND SURVIVOR LIFE -- payments are made to you during the joint
    lifetime of you and your beneficiary. Upon the death of one, payments
    continue during the lifetime of the survivor. This option is designed
    primarily for couples who require maximum possible variable payouts during
    their joint lives and are not concerned with providing for beneficiaries at
    death of the last survivor. For example, 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 dies prior to the date of the
    third payment.
 
  - PAYMENT FOR A DESIGNATED PERIOD -- payments are made to you for a select
    number of years between five and thirty. Upon your death, payments will
    continue to your beneficiary until the designated period is completed.
 
ENHANCEMENTS TO PAYOUT OPTIONS
You may be able to select enhancements to the Payout Options described above.
These enhancements include partial annuitization, flexible payments of varying
amounts and inflation protection payments. Additionally, certain options may be
available with a one to twenty year guaranteed period. Additionally, certain
options may be available with a one to twenty year guaranteed period. The Joint
and Survivor Life Option may be available with a
 
one to twenty year guaranteed period option. Not all of the enhancements are
available under each option.
 
PAYOUT INFORMATION
Once your Payout Payments have begun, the option you have chosen may not be
stopped or changed. Any one of the Variable Account Options may result in your
receiving unequal payments during your life expectancy. If payments begin before
age 59 1/2, you may suffer unfavorable tax consequences if you do not meet an
exception to federal tax law. See "Federal Tax Matters" in this prospectus.
 
Your Payment Option should be selected at least 30 days before your Payout Date.
If such selection is not made:
 
  - payments will be made under the Life with Guaranteed Period Option, and
 
  - the payments will be guaranteed for a 10 year period, and
 
  - the payments will be based on the allocation used for your Purchase Payments
 
  - Fixed Account Option will be used to distribute payments to you on a Fixed
    Payout basis
 
  - Variable Account Options will be used to distribute payments to you on a
    Variable Payout basis.
 
Your first Payout Payment must total at least $25.
 
Most Payout Payments are made monthly. If the amount of your payment is less
than $25, we reserve the right to reduce the number of payments made each year
 
so each of your payments are at least $25.
 
<TABLE>
<S>                                                   <C>
                                                      For more information about
                                                      PAYOUT OPTIONS OR
                                                      ENHANCEMENTS
                                                      of those Payout Options
                                                      available under the
                                                      Contract,
                                                      see the "Statement of
                                                      Additional Information".
</TABLE>
 
                                       27
<PAGE>   160
 
                    SURRENDER OF ACCOUNT VALUE
 
                    ------------------------------------------------------------
 
WHEN SURRENDERS ARE ALLOWED. You may withdraw all or part of your Account Value
at any time before the Payout Period begins if:
 
  - allowed under federal and state law; and
 
  - allowed under your employer's plan.
 
For an explanation of charges that may apply if you surrender your Account
Value, see "Fees and Charges" in this prospectus.
 
AMOUNT THAT MAY BE SURRENDERED. The amount that may be surrendered at any time
can be determined as follows:
- --------------------------------------------------
 
<TABLE>
<C>                    <C>               <C>
                                               Your
                                              Account
       Allowed                               Value(1)
      Surrender           = (EQUALS)         - (MINUS)
        Value                             Any Applicable
                                             Surrender
                                              Charge
</TABLE>
 
  1: Equals the Account Value next computed after your properly completed
     request for surrender is received in our Home Office.
 
There is no guarantee that the Surrender Value in a Variable Account Option will
ever equal or exceed the total amount of your Purchase Payments received by us.
 
We will mail to you the Surrender Value within 7 calendar days after we receive
your properly completed surrender request at our Home Office. However, we may be
required to suspend or postpone payments if redemption of an underlying Fund's
shares have been suspended or postponed. See "Offering, Purchase and Redemption
of Fund Shares" in the Series Company Statement of Additional Information. See
your current Fund(s)' prospectuses for a discussion of the reasons why the
redemption of shares may be suspended or postponed.
 
We may receive a surrender for a Purchase Payment which has not cleared the
banking system. We may delay payment of that portion of your Surrender Value
until the check clears. The rest of the Surrender Value will be processed as
usual.
 
SURRENDER RESTRICTIONS
Under the TEXAS STATE OPTIONAL RETIREMENT PROGRAM, and in many Section 403(b)
contracts, no surrender or partial surrender will be allowed except for
termination of employment, retirement or death.
 
Under the FLORIDA STATE OPTIONAL RETIREMENT PROGRAM, no surrender or partial
surrender of Purchase Payments made by the employer will be allowed except for
termination of employment, retirement or death. Benefit payments based on
payments from the employer may not be paid in a lump sum or for a period
certain, but must be paid under a life contingency option, except for:
 
  - death benefits; and
 
  - certain small amounts approved by the State of Florida.
 
PARTIAL SURRENDERS
   
You may request a partial surrender of your Account Value at any time. A partial
surrender plus any surrender charge will reduce your Account Value. Partial
surrenders will be paid from the Fixed Account Options first unless otherwise
specified by you.
    
 
The reduction in the number of Purchase Units credited to your Variable Account
Option Account Value will equal:
- --------------------------------------------------
 
<TABLE>
<C>                    <C>               <C>
     The amount                            Your Purchase
     surrendered                            Units next
  from the Variable                       computed after
   Account Option                           the written
      + (PLUS)          / (DIVIDED BY)      request for
    Any Surrender                          surrender is
       Charge                             received at our
                                           Home Office.
</TABLE>
 
The Surrender Value will be reduced by a full quarterly account maintenance fee
charged in the case of a full surrender during a quarter.
 
SYSTEMATIC WITHDRAWALS. You may elect to withdraw all or part of your Account
Value under a systematic withdrawal method described in your annuity contract
offered by Portfolio Director 2. There will be no surrender charge for
withdrawals using this method, which provides for:
 
  - Payments to be made to you
 
  - Payment over a stated period of time (but not less than five years);
 
  - Payment of a stated yearly dollar amount or percentage (the amount or
    percentage may not exceed 20% of your Account Value at the time election is
    made);
 
We may require a minimum withdrawal amount under this method. The portion of
your account that has not been withdrawn will continue to receive the investment
return of the Variable Account Options which you selected. A systematic
withdrawal election may not be changed but can be revoked at no charge. Once
revoked, a systematic withdrawal may not be elected again. No more than one
systematic withdrawal election may be in effect at any one time. We reserve the
right to discontinue any or all systematic withdrawals or to change its terms,
at any time.
 
                                       28
<PAGE>   161
 
- --------------------------------------------------------------------------------
 
DISTRIBUTIONS REQUIRED BY FEDERAL TAX LAW. There will be no surrender charge on
a minimum distribution required by federal tax law (known as No Charge Minimum
Distribution), if the withdrawal:
 
  - Is made payable to you; and
 
  - Does not exceed the amount required under federal tax law as determined by
    the values in your Portfolio Director 2 Contract and VALIC.
 
This contract feature will not be available in any year that an amount has been
withdrawn under the no charge systematic withdrawal method. See "Federal Tax
Matters" in this prospectus and in the Statement of Additional Information for
more information about required distributions imposed by tax law.
 
For an explanation of possible adverse tax consequences of a surrender, see
"Federal Tax Matters" in this prospectus.
 
                                       29
<PAGE>   162
 
                    EXCHANGE PRIVILEGE
 
                    ------------------------------------------------------------
 
We issue other fixed and/or variable annuity contracts (other contracts) in
addition to Portfolio Director 2. These other contracts are listed below. We
will allow you, under certain conditions, to exchange from one of these other
contracts to Portfolio Director 2. This exchange privilege will be available
only to other contracts for which we have not yet started making payments under
a Payout Option. If you elect to exercise one of these exchange offers, you
should contact any of our Regional Offices at the addresses shown in the back of
this prospectus.
 
RESTRICTIONS ON EXCHANGE PRIVILEGE
 
We will impose certain general restrictions and rules on the exchange
privileges.
 
  - Partial exchanges are not permitted.
 
  - Exchanges from Portfolio Director 2 to other contract forms are not
    permitted (Exchanges between Portfolio Director and Portfolio Director 2 are
    permitted).
 
  - This exchange privilege is only available for those other contracts listed
    below.
 
Additionally, if you have your money in a fixed account of one of the below
listed other contracts, you must exchange directly into the Fixed Account
Options of Portfolio Director 2. You will be subject to all of the rules that
apply to the Fixed Account Options in Portfolio Director 2. For example, you
will be subject to the rules concerning transfers among investment options as
stated in the Transfers Between Investment Options section in this prospectus.
We may, at our option, waive any transfer restrictions for a stated period of
time. If we waive these transfer restrictions, you will be allowed to exchange
to any investment option available in Portfolio Director 2.
 
WE RESERVE THE RIGHT TO TERMINATE, MODIFY OR SUSPEND THESE EXCHANGE PRIVILEGES
AT ANY TIME.
 
TAXES AND CONVERSION COSTS
 
We will impose no fee or charge for these exchanges. Please read the "Federal
Tax Matters" section in this prospectus for information about the federal income
tax treatment of Portfolio Director 2.
 
SURRENDER CHARGES
 
We will generally not impose nor waive existing surrender charges as a result of
your electing to exchange from one of the other contracts.
 
For purposes of determining surrender charges, we often consider time in the
contract. For SPQ181 and SPQ181-1 Contracts, the contract date for determining
surrender charges under Portfolio Director 2 will be the SPQ181 and SPQ181-1
contract date plus one year. For example, if you have an SPQ181 contract with a
contract date of January 1, 1993, upon exchange into Portfolio Director 2, the
contract date for surrender charges purposes becomes January 1, 1994.
 
For any other contract, the contract date for determining surrender charges
under Portfolio Director 2 will be the same date as the other contract, but no
earlier than January 1, 1982. (The effect of this is to potentially shorten the
charge period for Purchase Payments subsequently made to Portfolio Director 2.)
 
If there is no surrender charge on assets within another contract, we will not
impose charges on those assets as a result of an exchange. If surrender charges
are to be based on Purchase Payments within a contract, we will consider
purchase payments in the other contract to have been transferred to Portfolio
Director 2 for purposes of calculating the surrender charge. The effective dates
of these Purchase Payments will also be retained for surrender charge purposes.
 
The Portfolio Director 2 surrender charge is calculated assuming the most recent
Purchase Payments are removed first. This policy may cause exchanged funds to be
accessible only after charges are imposed.
 
EXCHANGE OFFERS FOR CONTRACTS OTHER THAN
PORTFOLIO DIRECTOR
 
The following other contracts may be exchanged.
 
  - V-Plan Contracts (IFA-582 and GFA-582 Contracts)
 
  - Compounder Contracts (C-1-75 and IFA-78 Contracts)
 
  - Independence Plus Contracts (UIT-585 and UITG-585 Contracts)
 
  - Impact Contracts (UIT-981 Contracts)
 
  - SA-1 or SA-2 (GUP-64, GUP-74 and GTS-VA Contracts)
 
  - FSPA-75, FSPA-73-3, FSPA-779 Contracts
 
  - SPQ181, SPQ181-1 Contracts
 
  - CTA 978 Contract
 
  - TFA-379 Contract
 
  - SDA-578, SDA-773-T Contract
 
  - IRA-579 Contracts
 
Portfolio Director 2 will have the same Account Value (called Accumulation Value
in the other contracts) as the other contracts.
 
                                       30
<PAGE>   163
 
- ------------------------------------------------------------
 
EXCHANGE OFFER FOR PORTFOLIO DIRECTOR AND PORTFOLIO DIRECTOR 2
 
Subject to the restrictions stated below and the general restrictions on
exchange privileges stated above you may exchange from Portfolio
Director to Portfolio Director 2. Additionally you may exchange from Portfolio
Director 2 to Portfolio Director. Once you have exchanged from Portfolio
Director to Portfolio Director 2 or from Portfolio Director 2 to Portfolio
Director you must wait 120 days before making another exchange between Portfolio
Director and Portfolio Director 2.
 
Both Portfolio Director and Portfolio Director 2 are available to qualified
contracts and certain non-qualified contracts. Portfolio Director 2 is not
available to non-qualified contracts issued to individuals. Please read the
"Federal Tax Matters" in this prospectus for information about the federal
income tax treatment of Portfolio Director 2.
 
COMPARISON OF CONTRACTS
 
You should carefully compare the features, charges and restrictions of the other
contracts to those of Portfolio Director 2. A more detailed comparison of the
features, charges, and restriction between each above listed other contract and
Portfolio Director 2 is provided in the Statement of Additional Information.
Portfolio Director and Portfolio Director 2 contain the same provisions except
as to available Variable Account Options and certain Separate Account Expense
Reimbursements. See "Fees and Changes" in this prospectus.
 
For the V-Plan and Compounder Contract you should refer to the terms of the
contract or certificate. For the other contracts please refer to its most
recently dated prospectus for a complete description of the contract terms and
conditions. Those prospectuses are incorporated herein by reference. If you want
an additional copy of any of these prospectuses or Statements of Additional
Information, please contact us at the address shown in the introduction of the
prospectus.
 
FEATURES OF PORTFOLIO DIRECTOR 2
 
In deciding whether you want to exercise these exchange privileges, you should
consider the following features of Portfolio Director 2.
 
  - Portfolio Director 2 has more investment options to select from.
 
  - Portfolio Director 2 has 12 publicly available mutual funds as investment
    options.
 
  - The Portfolio Director 2 surrender charge is calculated assuming the most
    recent Purchase Payments are removed first. This policy may cause exchanged
    funds to be accessible only after charges are imposed.
 
  - Portfolio Director 2 has an Interest Guaranteed Death Benefit.
 
  - Portfolio Director 2's Fund fees and charges are different than the other
    contracts and in some cases may be higher.
 
  - Portfolio Director 2's guaranteed annuity rates and guaranteed interest
    rates may be less favorable than the other contracts.
 
AGENTS' AND MANAGERS' RETIREMENT PLAN
EXCHANGE OFFER
 
General. All eligible agents and managers of the Company are allowed to
participate in the Company's Agents' and Managers' Retirement Plan ("Plan"). We
grant to participants in the Plan the right to effect a voluntary exchange of
their units of interest under the SA-1 Contracts, Independence Plus Contracts
and Portfolio Director for the equivalent units of interest in Portfolio
Director 2.
 
Agents and managers of VALIC who enter into the voluntary exchange will not
incur under Portfolio Director 2 any surrender charges or account maintenance
fees. Other individuals who may exchange to Portfolio Director 2 from SA-1,
Independence Plus or Portfolio Director Contracts may have surrender charges and
account maintenance fees imposed under Portfolio Director 2. All other
provisions with regard to exchange offers referenced in the section entitled
"Exchange Offers" will apply to the Agents' and Managers' Retirement Plan
Exchange Offer.
 
Pursuant to this voluntary exchange offer, participants in the Plan will have
three options to choose from. As to the funding vehicle for their purchase
payment plan, the participant may choose to:
 
  - Remain in the SA-1 Contract, Independence Plus Contract or Portfolio
    Director.
 
  - Leave current assets in the SA-1 Contract, Independence Plus or Portfolio
    Director and direct future Purchase Payments to Portfolio Director 2; or
 
  - Transfer all current assets and future Purchase Payments to Portfolio
    Director 2.
 
If the participant chooses to remain in either the SA-1 Contract, Independence
Plus
 
                                       31
<PAGE>   164
 
- --------------------------------------------------------------------------------
 
Contract or Portfolio Director, future Purchase Payments and current assets will
be controlled by the provisions of the SA-1 Contract, Independence Plus Contract
or Portfolio Director, respectively. If the participant chooses to leave current
assets in the SA-1 Contract, the Independence Plus Contract or Portfolio
Director and direct future Purchase Payments to Portfolio Director 2, the
current assets will be controlled by the provisions of the SA-1 Contract, the
Independence Plus Contract or Portfolio Director, respectively. The future
Purchase Payments will be controlled by the terms of Portfolio Director 2
subject to the exception that surrender charges and account maintenance fees
will not be imposed under Portfolio Director 2. If the participant chooses to
transfer all current assets and future Purchase Payments to Portfolio Director
2, such current assets and future Purchase Payments will be controlled by the
provisions of Portfolio Director 2 subject to the exception that surrender
charges and account maintenance fees will not be imposed under Portfolio
Director 2.
 
Once a participant transfers assets and future Purchase Payments to Portfolio
Director 2 the participant will not be permitted to exchange back to the SA-1
Contract or Independence Plus Contract. Exchanges to Portfolio Director will be
permitted. See "Exchange Offer for Portfolio Director and Portfolio Director 2"
in this prospectus. If a participant chooses to transfer future Purchase
Payments but not current assets to Portfolio Director 2, the participant will be
allowed at a later date to transfer the current assets to Portfolio Director 2.
For a complete analysis of the differences between the SA-1 contract, the
Independence Plus Contract or Portfolio Director and Portfolio Director 2, you
should refer to the Statement of Additional Information and the form of the
contract or certificate for its terms and conditions.
 
                                       32
<PAGE>   165
 
DEATH BENEFITS
- --------------------------------------------------------------------------------
 
DEATH BENEFITS
 
Portfolio Director 2 will pay death benefits during either the Purchase Period
or the Payout Period. How these death benefits will be paid are discussed below.
The death benefit provisions in Portfolio Director 2 may vary from state to
state.
 
BENEFICIARY INFORMATION
 
The Beneficiary may receive death benefits:
 
- - In a lump sum; or
 
- - In the form of an annuity under any of the Payout Options stated in the Payout
  Period section of this prospectus subject to the restrictions of that Payout
  Option.
 
Payment of any death benefits must be within the time limits set by federal tax
law.
 
Beneficiaries Other Than Spouses.
 
If the Beneficiary is not the spouse of the Annuitant, death benefits must be
paid.
 
- - In full within 5 years after the Annuitant's death; or
 
- - By payments beginning within 1 year after the Annuitant's death under:
 
  - A life annuity;
 
  - A life annuity with payments certain; or
 
  - An annuity for a designated period.
 
If the Annuitant dies before the Annuity Date, the Beneficiary as named by you
may receive the payout.
 
Payments certain or payments for a designated period cannot be for a greater
period of time than the Beneficiary's life expectancy. After choosing a payment
option, a Beneficiary may exercise many of the investment options and other
rights that the Participant or Contract Owner had under Portfolio Director 2.
 
SPECIAL INFORMATION FOR INDIVIDUAL
NON-TAX QUALIFIED CONTRACTS
 
It is possible that the Contract Owner and the Annuitant under a Non-Tax
Qualified Contract are not the same person. If this is the case, and the
Contract Owner dies, there will be no death benefit payable since the death
benefit is only due in the event of the Annuitant's death. However, the Contract
will be transferred to the Contingent Owner, if any, or to the Contract Owner's
estate. Such transfers will be considered a taxable event by the IRS.
DURING THE PURCHASE PERIOD
Two types of benefits are available if death occurs during the Purchase Period.
Interest Guaranteed Death Benefit and Standard Death Benefit.
INTEREST GUARANTEED DEATH BENEFIT
 
The interest guaranteed death benefit is payable when death occurs prior to your
reaching the age of 70. This contract provision is not available in some states.
The amount payable under the interest guaranteed death benefit will be at least
equal to the sum of your Account Value in the Fixed Account Option(s) and the
Variable Account Option(s) on the date VALIC receives proof of death.
Here is how to calculate the death benefit:
- --------------------------------------------------
Step 1: Determine your Fixed Account Option Value by taking the greater of:
 
<TABLE>
<S>                     <C>  <C>
  Value of Fixed Account Option on date
 proof of death Is received by VALIC
  OR
  100% of Purchase Payments placed
 in Fixed Account Option
- - (MINUS)
 Amount of all prior withdrawals, charges and
 any portion of Account Value applied under
 a Payout Option
</TABLE>
 
- --------------------------------------------------
Step 2: Determine your Variable Account Option Value by taking the greater of:
 
<TABLE>
<S>                     <C>  <C>
 Value of Variable Account Option on date
 proof of death is received by VALIC
  OR
 100% of Purchase Payments placed in
 Variable Account Options
- - (MINUS)
 Prior withdrawals (out of) or transfers
 (out of) the Variable Account Option
+ (PLUS)
 Interest at an annual rate of 3%
</TABLE>
 
- --------------------------------------------------
Step 3: Add step 1 + 2 = Death Benefit
 
For purposes of this calculation amounts transferred into the Variable Account
Option will be treated as Purchase Payments.
 
<TABLE>
<S>                                                   <C>
                                                      BENEFICIARY -- the person
                                                      designated to receive Payout
                                                      Payments upon the death of
                                                      an Annuitant.
                                                      ANNUITANT -- the individual,
                                                      (in most cases this person
                                                      is you) to whom Payout
                                                      Payments will be paid.
                                                      CONTRACT OWNER -- either
                                                      your employer or
                                                      organization in the case of
                                                      a group contract or the
                                                      Annuitant in the case of an
                                                      individual contract. If the
                                                      contract is an individual
                                                      non-qualified type, this is
                                                      generally the Annuitant but
                                                      a Contingent Contract Owner
                                                      may also be provided for.
                                                      FIXED ACCOUNT OPTIONS -- a
                                                      particular subaccount into
                                                      which your Purchase Payments
                                                      and Account Value may be
                                                      allocated to fixed
                                                      investment options.
                                                      Currently, the Fixed Account
                                                      Options in Portfolio
                                                      Director 2 are Fixed Account
                                                      Plus and Short-Term Fixed
                                                      Account. Each option of this
                                                      type is guaranteed to earn
                                                      at least a minimum rate of
                                                      interest.
 
                                                      VARIABLE ACCOUNT
                                                      OPTIONS -- Investment
                                                      Options that correspond to
                                                      VALIC Separate Account A
                                                      Divisions offered by
                                                      Portfolio Director 2.
                                                      Investment returns on
                                                      Variable Account Options
                                                      will be positive or negative
                                                      depending on the investment
                                                      performance of the
                                                      underlying mutual fund.
</TABLE>
 
                                       33
<PAGE>   166
 
                    ------------------------------------------------------------
 
STANDARD DEATH BENEFIT
 
The standard death benefit is payable if death occurs on or after age 70.
 
The Standard Death Benefit will be the greater of:
- --------------------------------------------------
 
<TABLE>
<S>                     <C>  <C>
 Your Account Value on the Date Proof of Death is
 Received by VALIC
  OR
 100% of Purchase Payments (to Fixed
 and/or Variable Account Options)
- -- (MINUS)
 Amount of all Prior Withdrawals, Charges
 and any portion of Account Value applied
 under a Payout Option
</TABLE>
 
DURING THE PAYOUT PERIOD
 
If death occurs during the Payout Period, your Beneficiary may receive a death
benefit depending on the Payout Option selected. The amount of death benefits
will also depend on the Payout Option that you selected. The Payout Options
available in Portfolio Director 2 are described in the "Payout Period" section
of this prospectus.
 
  - If the Life Only Option or Joint and Survivor Life Option were chosen, there
    will be no death benefit.
 
  - If the Life With Guaranteed Period Option, Joint and Survivor Life with
    Guaranteed Periods Option, Life with Cash or Unit Refund Option or Payment
    for a Designated Period Option were chosen, and the entire amount guaranteed
    has not been paid, the Beneficiary may choose one of the following within 60
    days after death benefits are payable:
 
     - Receive the present value of any remaining payments in a lump sum; or
 
     - Receive the remaining payments under the same terms of the guaranteed
       period option chosen by the deceased Participant; or
 
     - Receive the present value of any remaining payments applied under the
       Payment for a Designated Period Option for a period equal to or shorter
       than the period remaining. Spouse beneficiaries may be entitled to more
       favorable treatment under federal tax law.
 
Under federal tax laws if the Life with Guaranteed Periods Option is chosen on a
variable basis, it may be treated in the same manner as a surrender of your
Portfolio Director 2 account. If your account is surrendered the full amount
your Beneficiary receives will normally be treated as income for that year. This
amount generally will also be taxed at rates used for ordinary income.
 
                                       34
<PAGE>   167
 
HOW TO REVIEW INVESTMENT PERFORMANCE
OF SEPARATE ACCOUNT DIVISIONS
- --------------------------------------------------------------------------------
 
We will advertise information about the investment performance of VALIC Separate
Account A Divisions. Our advertising of past investment performance results does
not mean that future performance will be the same. The performance information
will not predict what your actual investment experience will be in that Division
or show past performance under an actual contract. We may also show how the
Divisions rank on the basis of data compiled by independent ranking services.
 
Some of the Divisions (and underlying Funds) offered in this prospectus were
previously available through other annuity contracts or to the general public
before Portfolio Director 2 was first available to you. We may therefore,
advertise investment performance since the inception of the underlying Funds.
However, in doing so, we will use the charges and fees imposed by Portfolio
Director 2 in calculating the Division's investment performance for earlier time
frames.
 
TYPES OF INVESTMENT PERFORMANCE
INFORMATION ADVERTISED
 
We may advertise the Division's Total Return Performance information and Yield
Performance information.
 
TOTAL RETURN PERFORMANCE
INFORMATION
 
Total Return Performance Information is based on the overall dollar or
percentage change in value of an assumed investment in a Division over a given
period of time.
 
There are seven ways Total Return Performance Information may be advertised:
 
  - Standard Average Annual Total Return
 
  - Nonstandard Average Annual Total Return
  - Cumulative Total Return
  - Annual Change in Purchase Unit Value
  - Cumulative Change in Purchase Unit Value
  - Total Return Based on Different Investment Amounts
 
  - An Assumed Account Value of $10,000
 
Each of these is described below.
 
STANDARD AVERAGE ANNUAL TOTAL RETURN
 
Standard Average Annual Total Return shows the average percentage change in the
value of an investment in the Division from the beginning to the end of a given
historical period. The results shown are after all charges and fees have been
applied against the
 
Division. This will include account maintenance fees and surrender charges that
would have been deducted if you surrendered Portfolio Director 2 at the end of
each period shown. Premium taxes are not deducted. This information is
calculated for each Division based on how an initial assumed payment of $1,000
performed at the end of 1, 3, 5 and 10 year periods.
 
The return for periods of more than one year are 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.
 
NONSTANDARD AVERAGE ANNUAL TOTAL
RETURN
 
Nonstandard Average Annual Total Return is calculated in the same manner as the
Standard Average Annual Total Return. However, Nonstandard Average Annual Total
Return shows only the historic investment results of the Division. Account
maintenance fees, surrender charges and premium taxes are not deducted.
 
CUMULATIVE TOTAL RETURN
 
Cumulative Total Return assumes the investment in Portfolio Director 2 will stay
in the Division beyond the time that a surrender charge would apply. It may be
calculated for 1, 3, 5 and 10 year periods. It is based on an assumed initial
investment of $10,000. The Cumulative Return will be calculated without
deduction of account maintenance fees, surrender charges or premium taxes.
ANNUAL CHANGE IN PURCHASE UNIT VALUE
Annual Change in Purchase Unit Value is a percentage change during a one year
period. This is calculated as follows:
 
  - The Purchase Unit Value at the start of the year is subtracted from the
    Purchase Unit Value at the end of the year;
 
  - The difference is divided by the Purchase Unit Value at the start of the
    year.
 
Account maintenance fees, surrender charges and premium taxes are not deducted.
The effect of these charges, if deducted, would reduce the Division's Annual
 
Change in Purchase Unit Value.
 
<TABLE>
<S>                                                   <C>
                                                      DIVISIONS -- Subaccounts of
                                                      VALIC Separate Account A
                                                      which represent the Variable
                                                      Account Options in Portfolio
                                                      Director 2. Each Division
                                                      invests in a different
                                                      mutual fund, each having its
                                                      own investment objective and
                                                      strategy.
                                                      PURCHASE PAYMENTS -- an
                                                      amount of money you pay to
                                                      VALIC to receive the
                                                      benefits of an annuity
                                                      Contract offered by
                                                      Portfolio Director 2.
 
                                                      For more information on how
                                                      TOTAL RETURN PERFORMANCE
                                                      INFORMATION is calculated,
                                                      see the Statement of
                                                      Additional Information.
</TABLE>
 
                                       35
<PAGE>   168
 
                    ------------------------------------------------------------
 
CUMULATIVE CHANGE IN PURCHASE UNIT VALUE
 
Cumulative Change in Purchase Unit Value is a percentage change from the
beginning to the ending of a period usually greater than one year. Otherwise, it
is calculated in the same way as the Annual Change in Purchase Unit Value.
 
TOTAL RETURN BASED ON DIFFERENT
INVESTMENT AMOUNTS
 
We may show total return information based on different investment amounts. For
example, we may show $200 a month for 10 years, or $100 a month to age 65. Fees
may or may not be included. Each performance illustration will explain the
Portfolio Director 2 charges and fees imposed on the Division.
 
AN ASSUMED ACCOUNT VALUE OF $10,000
 
We may show annual changes in the Purchase Unit Value based on an initial
investment of $10,000. This will not reflect any deduction for account
maintenance fees, surrender charges and premium taxes.
 
YIELD PERFORMANCE INFORMATION
 
We may advertise Yield Performance, at a given point in time. A Division's yield
is one way of showing the rate of income the Division is earning as a percentage
of the Division's Purchase Unit Value.
 
MONEY MARKET DIVISION
 
We may advertise the Money Market Division's Current Yield and Effective Yield.
 
   
The Current Yield refers to the income produced by an investment in the Money
Market Division over a given 7-day period. The Current Yield does not take into
account surrender charges, account maintenance fees or premium taxes. The income
produced over a 7 day period is then "annualized." This means we are assuming
the amount of income produced during the 7-day period will continue to be
produced each week for an entire year. The annualized amount is shown as a
percentage of the investment. The 7-day Current Yield for the last 7 days ended
December 31, 1996 was 3.92%.
    
 
   
The Effective Yield is calculated in a manner similar to the Current Yield. But,
when the yield is annualized the income earned is assumed to be reinvested. The
compounding effect will cause the Effective Yield to be higher than the Current
Yield. The 7-day Effective Yield for the last 7 days ended December 31, 1996 was
3.99%.
    
 
DIVISIONS OTHER THAN THE MONEY MARKET DIVISION
 
We may advertise the standardized yield performance for each Division other than
the Money Market Division. The yield for each of these Divisions will be
determined as follows:
 
  - We will subtract the account maintenance fee from the average daily net
    investment income per Purchase Unit;
 
  - We will divide the remainder by the Purchase Unit Value on the last day of
    the period; and
 
  - We will annualize the result.
 
PERFORMANCE INFORMATION:
 
AVERAGE ANNUAL TOTAL RETURN, CUMULATIVE RETURN AND ANNUAL AND CUMULATIVE CHANGE
IN PURCHASE UNIT VALUE TABLES.
 
In the sections above we have described a number of ways we may advertise
information about the investment performance of VALIC Separate Account A
Divisions. Certain performance information for each VALIC Separate Account A
Division is printed in the four tables below.
 
The information presented does not reflect the advantage under Portfolio
Director 2 of deferring federal income tax on increases in Account Value due to
earnings attributable to Purchase Payments (see "Federal Tax Matters" in the
prospectus and in the Statement of Additional Information.) The information
presented also does not reflect the advantage under Qualified Contracts of
deferring federal income tax on Purchase Payments.
 
The performance results shown in the following tables are not an estimate or
guarantee of future investment performance, and do not represent the actual
experience of amounts invested by a particular Participant.
 
                                       36
<PAGE>   169
 
                                                                         TABLE I
 
                          AVERAGE ANNUAL TOTAL RETURN
           WITH SURRENDER CHARGE AND ACCOUNT MAINTENANCE FEE IMPOSED
   
                        (PERIOD ENDED DECEMBER 31, 1996)
    
 
   
<TABLE>
<CAPTION>
                                                  FUND
                                                INCEPTION       SINCE
                  DIVISION                        DATE        INCEPTION*    10 YEARS    5 YEARS     3 YEARS      1 YEAR
                  --------                      ---------     ----------    --------    -------     -------      ------
<S>                                            <C>            <C>           <C>         <C>         <C>         <C>
AGSPC Growth (Division 15)...................     04/29/94         21.42%         --          --          --      13.08%
AGSPC International Government Bond (Division
  13)........................................     01/01/91          9.00          --        6.84%       6.35%      -1.37
AGSPC Money Market (Division 6)..............     01/16/86            --        4.31%       1.99        2.05       -0.79
AGSPC Science & Technology (Division 17).....     04/29/94         34.25          --          --          --        7.59
AGSPC Social Awareness (Division 12).........     10/02/89         11.86          --       11.72       16.77       17.65
AGSPC Stock Index (Division 10)..............     04/20/87         11.29          --       12.85       16.75       16.42
Founders Growth (Division 30)................     01/05/62            --       15.31       14.68       15.42       10.26
Neuberger & Berman Guardian Trust (Division
  29)(1).....................................     06/01/50            --       14.20       14.52       13.89       11.44
Putnam Global Growth (Division 28)...........     09/01/67            --        9.41       10.01        7.27       10.27
Putnam New Opportunities (Division 26).......     08/31/90         28.27          --       21.01       16.26        4.68
Putnam OTC & Emerging Growth (Division 27)...     11/01/82            --       16.08       18.14       16.09       -1.22
Scudder Growth and Income (Division 21)(2)...     11/13/84            --       12.83       13.68       15.22       15.53
Templeton Foreign (Division 32)..............     10/05/82            --       13.94       10.63        6.96       11.64
Twentieth Century Ultra (Division 31)........     11/02/81            --       18.81       11.29       12.06        7.34
Vanguard Fixed Income Securities Fund-Long-
  Term Corporate Portfolio (Division 22).....     07/09/73            --        7.98        6.43        3.43       -5.27
Vanguard Fixed Income Securities Fund-Long-
  Term U.S. Treasury Portfolio (Division
  23)........................................     05/19/86            --        7.31        6.08        2.94       -7.52
Vanguard/Wellington (Division 25)............     07/01/29            --       11.08       11.34       12.56        9.59
Vanguard/Windsor II (Division 24)............     06/24/85            --       13.12       14.61       16.63       17.46
</TABLE>
    
 
- ---------------
 
   
 *  The returns shown are since inception for the Divisions that have been in
    existence for less than ten years:
    
 
   
(1) The Trust started operating on August 3, 1993. It has identical investment
    objectives and policies to, and as part of a "master/feeder structure"
    invests in, the same portfolio as Neuberger&Berman Guardian Fund ("Fund"),
    which is also managed by Neuberger&Berman Management Incorporated ("N&B").
    N&B voluntarily bears certain expenses of Neuberger&Berman Guardian Trust
    ("Trust") so that the Trust's expense ratio per annum will not exceed the
    expense ratio per annum of the Fund by more than 0.10% of the Trust's
    average daily net assets. This arrangement can be terminated on sixty days'
    notice. The reimbursement reflected in this Fee Table is based upon N&B's
    estimate. Absent the reimbursement, Other Expenses are estimated to be 0.10%
    and Total Fund Expenses to be 0.96% of average daily net assets.
    
 
(2) The Fund adopted its current name and objective on November 13, 1984. Its
    predecessor commenced operations on May 31, 1929.
 
                                       37
<PAGE>   170
 
                                                                        TABLE II
                          AVERAGE ANNUAL TOTAL RETURN
          WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED
   
                        (PERIOD ENDED DECEMBER 31, 1996)
    
 
   
<TABLE>
<CAPTION>
                                                    FUND
                                                  INCEPTION      SINCE*
                   DIVISION                         DATE        INCEPTION    10 YEARS     5 YEARS     3 YEARS      1 YEAR
                   --------                       ---------     ---------    --------     -------     -------      ------
<S>                                              <C>           <C>           <C>         <C>         <C>         <C>
AGSPC Growth (Division 15).....................   04/29/94           22.91%         --          --          --         18.18%
AGSPC International Government Bond
  (Division 13)................................   10/01/01            9.13          --        7.73%       7.93%         3.36
AGSPC Money Market (Division 6)................   01/16/86              --        4.44%       3.02        3.75          3.97
AGSPC Science & Technology (Division 17).......   04/29/94           35.55          --          --          --         12.68
AGSPC Social Awareness (Division 12)...........   10/02/89           12.00          --       12.49       18.12         22.75
AGSPC Stock Index (Division 10)................   04/20/87           11.44          --       13.60       18.10         21.53
Founders Growth (Division 30)..................   01/05/62              --       15.41       15.35       16.76         15.35
Neuberger&Berman Guardian Trust (Division
  29)(1).......................................   06/01/50              --       14.30       15.19       15.26         16.54
Putnam Global Growth (Division 28).............   09/01/67              --        9.50       10.78        8.79         15.37
Putnam New Opportunities (Division 26).........   08/31/90           28.38          --       21.58       17.58          9.70
Putnam OTC & Emerging Growth (Division 27).....   11/01/82              --       16.18       18.75       17.41          3.53
Scudder Growth and Income (Division 21)........   11/13/84              --       12.92       14.37       16.56         20.63
Templeton Foreign (Division 32)................   10/05/82              --       14.04       11.38        8.49         16.74
Twentieth Century Ultra (Division 31)..........   11/02/81              --       18.91       12.03       13.47         12.43
Vanguard Fixed Income Securities Fund Long-Term
  Corporate Portfolio (Division 22)............   07/09/73              --        8.06        7.29        5.05         -0.72
Vanguard Fixed Income Securities Fund Long-Term
  U.S. Treasury Portfolio (Division 23)........   05/19/86              --        7.40        6.95        4.57         -3.08
Vanguard/Wellington (Division 25)..............   07/01/29              --       11.18       12.08       13.96         14.69
Vanguard/Windsor II (Division 24)..............   06/24/85              --       13.21       15.28       17.94         22.56
</TABLE>
    
 
                                                                       TABLE III
                               CUMULATIVE RETURN
   
                        (PERIOD ENDED DECEMBER 31, 1996)
    
 
   
<TABLE>
<CAPTION>
                                                    FUND
                                                  INCEPTION      SINCE*
                   DIVISION                         DATE        INCEPTION    10 YEARS     5 YEARS     3 YEARS      1 YEAR
                   --------                       ---------     ---------    --------     -------     -------      ------
<S>                                              <C>           <C>           <C>         <C>         <C>         <C>
AGSPC Growth (Division 15).....................   04/29/94           73.33%         --          --          --         18.18%
AGSPC International Government Bond (Division
  13)..........................................   10/01/91           58.22          --       45.09%      25.74%         3.36
AGSPC Money Market (Division 6)................   01/16/86              --       54.47%      16.05       11.66          3.97
AGSPC Science & Technology (Division 17).......   04/29/94          125.05          --          --          --         12.68
AGSPC Social Awareness (Division 12)...........   10/02/89          125.27          --       80.12       64.79         22.75
AGSPC Stock Index (Division 10)................   04/20/87          184.84          --       89.18       64.71         21.53
Founders Growth (Division 30)..................   01/05/62              --      319.06      104.21       59.16         15.35
Neuberger&Berman Guardian Trust (Division
  29)(1).......................................   06/01/50              --      280.57      102.79       53.11         16.54
Putnam Global Growth (Division 28).............   09/01/67              --      147.77       66.83       28.76         15.37
Putnam New Opportunities (Division 26).........   08/31/90          386.56          --      165.64       62.56          9.70
Putnam OTC & Emerging Growth (Division 27).....   11/01/82                      347.94      136.12       61.84          3.53
Scudder Growth and Income (Division 21)........   11/13/84                      237.21       95.64       58.37         20.63
Templeton Foreign (Division 32)................   10/05/82                      271.86       71.43       27.69         16.74
Twentieth Century Ultra (Division 31)..........   11/02/81              --      464.96       76.44       46.08         12.43
Vanguard Fixed Income Securities Fund Long-Term
  Corporate Portfolio (Division 22)............   07/09/73              --      117.18       42.14       15.93         -0.72
Vanguard Fixed Income Securities Fund Long-Term
  U.S. Treasury Portfolio (Division 23)........   05/19/86              --      104.17       39.93       14.36         -3.08
Vanguard/Wellington (Division 25)..............   07/01/29              --      188.49       76.87       48.00         14.69
Vanguard/Windsor II (Division 24)..............   06/24/85                      245.89      103.61       64.06         22.56
</TABLE>
    
 
- ---------------
 
   
 *  The returns shown are since inception for the Divisions that have been in
    existence for less than ten years:
    
 
                                       38
<PAGE>   171
 
                                                                        TABLE IV
 
              ANNUAL AND CUMULATIVE CHANGE IN PURCHASE UNIT VALUE
   
<TABLE>
<CAPTION>
                                            ANNUAL CHANGE IN PURCHASE UNIT VALUE FOR THE YEAR ENDED
                                            --------------------------------------------------------
DIVISION                                      1996        1995        1994        1993        1992
- --------                                    --------    --------    --------    --------    --------
<S>                                         <C>         <C>         <C>         <C>         <C>
AGSPC Growth (Division 15)................    18.18%      46.40%       0.18%         --          --
AGSPC International Government Bond
 (Division 13)............................     3.36       17.63        3.42       13.08%       2.05%
AGSPC Money Market (Division 6)...........     3.97        4.51        2.77        1.67        2.22
AGSPC Science & Technology (Division
 17)......................................    12.68       60.07       24.77          --          --
AGSPC Social Awareness (Division 12)......    22.75       37.57       (2.42)       6.84        2.31
AGSPC Stock Index (Division 10)...........    21.53       35.95       (0.30)       8.78        5.58
Founders Growth (Division 30).............    15.35       44.15       (4.29)      24.30        3.21
Neuberger&Berman Guardian Trust (Division
 29)(1)...................................    16.54       30.70        0.51       12.43       17.87
Putnam Global Growth (Division 28)........    15.37       13.68       (1.84)      30.56       (0.76)
Putnam New Opportunities (Division 26)....     9.70       44.87        2.29       31.40       24.37
Putnam OTC & Emerging Growth (Division
 27)......................................     3.53       54.45        1.22       30.77       11.58
Scudder Growth and Income (Division 21)...    20.63       29.58        1.33       14.17        8.22
Templeton Foreign (Division 32)...........    16.74       10.07       (0.62)      35.48       (0.89)
Twentieth Century Ultra (Division 31).....    12.43       36.23       (4.62)      20.54        0.20
Vanguard Fixed Income Securities Fund --
 Long-Term Corporate Portfolio (Division
 22)......................................    (0.72)      24.86       (6.47)      13.08        8.41
Vanguard Fixed Income Securities Fund --
 Long-Term U.S. Treasury Portfolio
 (Division 23)............................    (3.08)      28.51       (8.17)      15.36        6.09
Vanguard/Wellington (Division 25).........    14.69       31.30       (1.71)      12.12        6.58
Vanguard/Windsor II (Division 24).........    22.56       37.14       (2.38)      12.21       10.59
 
<CAPTION>
                                            ANNUAL CHANGE IN PURCHASE UNIT VALUE FOR THE YEAR ENDED DECEMBER 31*
                                            ------------------------------------------------------
DIVISION                                     1991       1990        1989        1988        1987
- --------                                    ------    --------    --------    --------    --------
<S>                                         <C>       <C>         <C>         <C>         <C>
AGSPC Growth (Division 15)................      --         --          --          --          --
AGSPC International Government Bond
 (Division 13)............................    9.05%        --          --          --          --
AGSPC Money Market (Division 6)...........    4.49       6.83%       7.92%       5.72%       4.50%
AGSPC Science & Technology (Division
 17)......................................      --         --          --          --          --
AGSPC Social Awareness (Division 12)......   26.63      (2.21)       1.00          --          --
AGSPC Stock Index (Division 10)...........   27.70      (4.83)      27.88       13.13      (14.38)
Founders Growth (Division 30).............   45.94     (11.48)      40.37        3.77        9.05
Neuberger&Berman Guardian Trust (Division
 29)(1)...................................   32.86      (5.63)      20.27       26.84       (1.97)
Putnam Global Growth (Division 28)........   16.81     (10.11)      23.23        7.95        6.26
Putnam New Opportunities (Division 26)....   65.93      10.41          --          --          --
Putnam OTC & Emerging Growth (Division
 27)......................................   39.47     (10.75)      27.70       15.04        3.70
Scudder Growth and Income (Division 21)...   26.60      (3.55)      24.82       10.63        2.21
Templeton Foreign (Division 32)...........   17.10      (3.95)      29.25       20.82       23.51
Twentieth Century Ultra (Division 31).....   84.49       8.21       35.50       12.12        5.58
Vanguard Fixed Income Securities Fund --
 Long-Term Corporate Portfolio (Division
 22)......................................   19.42       4.90       13.76        8.35       (1.04)
Vanguard Fixed Income Securities Fund --
 Long-Term U.S. Treasury Portfolio
 (Division 23)............................   15.98       4.48       16.48        7.81       (4.13)
Vanguard/Wellington (Division 25).........   22.13      (4.01)      20.11       14.67        1.01
Vanguard/Windsor II (Division 24).........   27.11     (11.10)      26.25       23.19       (3.35)
</TABLE>
    
   
<TABLE>
<CAPTION>
                                            CUMULATIVE CHANGE IN PURCHASE UNIT VALUE FOR EACH PERIOD
                                            --------------------------------------------------------
DIVISION                                      1996        1995        1994        1993        1992
- --------                                    --------    --------    --------    --------    --------
<S>                                         <C>         <C>         <C>         <C>         <C>
AGSPC Growth (Division 15)................    73.33%      46.67%       0.18%         --          --
AGSPC International Government Bond
 (Division 13)............................    58.22       53.08       30.14       25.83%      11.28%
AGSPC Money Market (Division 6)...........    54.47       48.57       42.16       38.33       36.06
AGSPC Science & Technology (Division
 17)......................................   125.05       99.72       24.77          --          --
AGSPC Social Awareness (Division 12)......   125.27       83.51       33.39       36.70       27.95
AGSPC Stock Index (Division 10)...........   184.84      134.39       72.41       72.93       58.97
Founders Growth (Division 30).............   319.06      163.29      151.99      163.29      111.81
Neuberger&Berman Guardian Trust (Division
 29)(1)...................................   280.57      226.56      149.87      148.57      121.13
Putnam Global Growth (Division 28)........   147.77      114.77       88.92       92.43       47.40
Putnam New Opportunities (Division 26)....   386.56      343.65      206.25      199.40      127.85
Putnam OTC & Emerging Growth (Division
 27)......................................   347.94      332.69      180.20      176.78      111.67
Scudder Growth and Income (Division 21)...   237.21      179.55      115.76      112.92       86.49
Templeton Foreign (Division 32)...........   271.86      218.53      189.39      191.23      114.98
Twentieth Century Ultra (Division 31).....   464.96      402.50      268.85      286.74      220.85
Vanguard Fixed Income Securities Fund --
 Long-Term Corporate Portfolio (Division
 22)......................................   117.18      118.77       75.23       87.34       65.66
Vanguard Fixed Income Securities Fund --
 Long-Term U.S. Treasury Portfolio
 (Division 23)............................   104.17      110.65       63.92       78.53       54.77
Vanguard/Wellington (Division 25).........   188.49      151.54       91.59       94.93       73.85
Vanguard/Windsor II (Division 24).........   245.89      182.21      105.80      110.83       87.90
 
<CAPTION>
                                            CUMULATIVE CHANGE IN PURCHASE UNIT VALUE FOR EACH PERIOD END SINCE 12/31/86*
                                            ------------------------------------------------------
DIVISION                                     1991       1990        1989        1988        1987
- --------                                    ------    --------    --------    --------    --------
<S>                                         <C>       <C>         <C>         <C>         <C>
AGSPC Growth (Division 15)................      --         --          --          --          --
AGSPC International Government Bond
 (Division 13)............................    9.05%        --          --          --          --
AGSPC Money Market (Division 6)...........   33.10      27.38%      19.23%      10.48%       4.50%
AGSPC Science & Technology (Division
 17)......................................      --         --          --          --          --
AGSPC Social Awareness (Division 12)......   25.06      (1.23)       1.00          --          --
AGSPC Stock Index (Division 10)...........   50.56      17.90       23.88       (3.13)     (14.38)
Founders Growth (Division 30).............  105.22      40.61       58.84       13.18        9.05
Neuberger&Berman Guardian Trust (Division
 29)(1)...................................   87.67      41.08       49.53       24.28       (1.97)
Putnam Global Growth (Division 28)........   48.52      27.14       41.41       14.66        6.26
Putnam New Opportunities (Division 26)....   83.20      10.41          --          --          --
Putnam OTC & Emerging Growth (Division
 27)......................................   89.71      36.04       52.37       19.32        3.70
Scudder Growth and Income (Division 21)...   72.36      36.16       41.14       13.09        2.21
Templeton Foreign (Division 32)...........  116.92      85.23       92.86       49.22       23.51
Twentieth Century Ultra (Division 31).....  220.20      73.56       60.38       18.36        5.58
Vanguard Fixed Income Securities Fund --
 Long-Term Corporate Portfolio (Division
 22)......................................   52.79      27.95       21.97        7.22       (1.04)
Vanguard Fixed Income Securities Fund --
 Long-Term U.S. Treasury Portfolio
 (Division 23)............................   45.90      25.79       20.40        3.36       (4.13)
Vanguard/Wellington (Division 25).........   63.11      33.56       39.13       15.83        1.01
Vanguard/Windsor II (Division 24).........   69.88      33.64       50.32       19.06       (3.35)
</TABLE>
    
 
- ------------
 
   
 *  For the year in which a Division was initiated, less than a full year's
    performance has been reflected. Actual, not annualized, performance is
    reflected.
    
 
                                       39
<PAGE>   172
 
OTHER CONTRACT FEATURES

- --------------------------------------------------------------------------------
 
CHANGES THAT MAY NOT BE MADE
 
The following terms in Portfolio Director 2 may not be changed once your account
has been established:
 
  - The Contract Owner;
 
  - The Participant; and
 
  - The Annuitant.
 
CHANGE OF BENEFICIARY
 
The Beneficiary (if not irrevocable) may usually be changed at any time.
 
Under some retirement programs, the right to name or change a Beneficiary is
subject to approval by the spouse. Also, the right to name a Beneficiary other
than the spouse may be subject to certain tax laws and regulations.
 
If the Annuitant dies, and there is no Beneficiary, any death benefit will be
payable to the Annuitant's estate.
 
If a Beneficiary dies while receiving payments, and there is no co-Beneficiary
to continue to receive payments, any amount still due will be paid to the
Beneficiary's estate.
 
CONTINGENT OWNER
 
The Contract Owner may name a Contingent Owner under an individual non-tax
qualified Contract. During the Purchase Period, the Contingent Owner may be
changed. However, if the Contract Owner dies, benefits must be distributed as
required by the federal tax law.
 
CANCELLATION -- THE 20 DAY "FREE LOOK"
 
The Contract Owner may cancel an individual contract by returning it to the
Company within 20 days after delivery. (A longer period will be allowed if
required under state law.) A refund will be made to the Contract Owner within 7
days after receipt of the Contract within the required period. The amount of the
refund will be equal to all Purchase Payments received or the amount required
under state law, if larger.
 
WE RESERVE CERTAIN RIGHTS
 
We reserve the right to:
  - Amend the Contract to conform with substitutions of investments;
 
  - Amend the Contract to comply with tax or other laws;
 
  - Make changes (upon written notice) to group Contracts that would apply only
    to new Participants after the effective date of the changes;
 
  - Operate VALIC Separate Account A as a management investment company under
    the 1940 Act, in consideration of an investment management fee or in any
    other form permitted by law;
 
  - Deregister VALIC Separate Account A under the 1940 Act, if registration is
    no longer required;
 
  - Stop accepting new Participants under a group Contract.
 
RELATIONSHIP TO EMPLOYER'S PLAN
 
If the Contract is being offered as a retirement plan through your employer, you
should always refer to the terms and conditions in your employer's plan when
reviewing the description of Portfolio Director 2 in this prospectus.
 
  Plan loans from the Fixed Account Options may be allowed by your employer's
plan. Refer to your plan for a description of charges and other information.
 
                                       40
<PAGE>   173
 
VOTING RIGHTS
- --------------------------------------------------------------------------------
 
As discussed in the "About VALIC Separate Account A" section of this prospectus,
VALIC Separate Account A holds on your behalf shares of the Funds which comprise
the Variable Account Options. From time to time the Funds are required to hold a
shareholder meeting to obtain approval from their shareholders for certain
matters. As a Participant, you may be entitled to give voting instructions to us
as to how VALIC Separate Account A should vote its Fund shares on these matters.
Those persons entitled to give voting instructions will be determined before the
shareholders meeting is held. For more information about these shareholder
meetings and when they may be held, see the Funds' prospectuses.
 
WHO MAY GIVE VOTING INSTRUCTIONS
 
In most cases during the Purchase Period, you will have the right to give voting
instructions for the shareholder meetings. This will be true even if your
employer is the Contract Owner. Contract Owners will instruct VALIC Separate
Account A in accordance with these instructions. You will receive proxy material
and a form on which voting instructions may be given before the shareholder
meeting is held.
 
You will not have the right to give voting instructions if Portfolio Director 2
was issued in connection with a nonqualified and unfunded deferred compensation
plan.
 
DETERMINATION OF FUND SHARES
ATTRIBUTABLE TO YOUR ACCOUNT
 
DURING PURCHASE PERIOD
 
The number of Fund shares attributable to your account will be determined on the
basis of the Purchase Units credited to your account on the record date set for
the Fund shareholder meeting.
 
DURING PAYOUT PERIOD OR AFTER A DEATH
BENEFIT HAS BEEN PAID
 
The number of Fund shares attributable to your account will be based on the
liability for future variable annuity payments to your payees on the record date
set for the Fund shareholder meeting.
HOW FUND SHARES ARE VOTED
 
The Funds which comprise the Variable Account Options in Portfolio Director 2
may have a number of shareholders including VALIC Separate Account A, VALIC
other affiliated insurance company separate accounts and retirement plans within
the American General group of companies and public shareholders.
VALIC Separate Account A will vote all of the shares of the Funds it holds based
on, and in the same proportion as, the instructions given by all the
Participants invested in that Fund entitled to give instructions at that
shareholder meeting. VALIC Separate Account A will vote the shares of the Funds
it holds for which it receives no voting instruction in the same proportion as
the shares for which voting instructions have been received.
 
VALIC will vote the shares of the Funds it holds based on, and in the same
proportion as, the voting instructions received from participants in VALIC
Separate Account A.
 
In the future, we may decide how to vote the shares of VALIC or VALIC Separate
Account A in a different manner if permitted at that time under federal
 
securities law.
 
<TABLE>
<S>                                                   <C>
 
                                                      VALIC SEPARATE
                                                      ACCOUNT A -- a segregated
                                                      asset account established by
                                                      VALIC under the Texas
                                                      Insurance Code. The purpose
                                                      of VALIC Separate Account A
                                                      is to receive and invest
                                                      your
                                                      Purchase Payments and
                                                      Account Value in the
                                                      Variable
                                                      Account Options you have
                                                      selected.
</TABLE>
 
                                       41
<PAGE>   174
 
FEDERAL TAX MATTERS

- --------------------------------------------------------------------------------
 
Portfolio Director 2 provides tax-deferred accumulation over time, but is
subject to federal income and excise taxes, mentioned briefly below. You should
refer to the Statement of Additional Information for further details. Section
references are to the Internal Revenue Code ("Code"). We do not attempt to
describe any potential estate or gift tax, or any applicable state, local or
foreign tax law other than possible premium taxes mentioned under "Premium Tax
Charge." Remember that future legislation could modify the rules discussed
below, and always consult your personal tax adviser regarding how the current
rules apply to your specific situation.
 
TYPE OF PLANS
 
Tax rules vary, depending on whether the Contract is offered under your
employer's tax-qualified retirement program or an IRA, or is instead a
nonqualified Contract. Portfolio Director 2 is used under the following types of
retirement arrangements:
 
  - Section 403(b) annuities for employees of public schools and Section
    501(c)(3) tax-exempt organizations;
 
  - Section 401(a) and 403(a) qualified plans of for-profit employers and other
    employers (including self-employed individuals);
 
  - Section 408(b) individual retirement annuities;
 
  - Section 457 unfunded deferred compensation plans of governmental and
    tax-exempt employers;
 
  - Section 408(k) simplified deferred compensation plans of private employers.
 
The foregoing Contracts are "Qualified Contracts."
 
Note that the specific terms of the governing employer plan may limit rights and
options otherwise available under a Contract.
 
In addition, Portfolio Director 2 is also available through "Non-Qualified
Contracts" to the extent acquired by "Non-Natural Persons." Such Non-Qualified
Contracts generally include unfunded, nonqualified deferred compensation plans
of corporate employers. TAX CONSEQUENCES IN GENERAL
 
Purchase Payments, distributions, withdrawals, transfers and surrender of a
Contract can each have a tax effect, which varies with the governing retirement
arrangement. Please refer to the detailed explanation in the Statement of
Additional Information, the documents (if any) controlling the retirement
arrangement through which the contract is offered, and your personal tax
adviser.
 
Purchase Payments under Portfolio Director 2 can be made as contributions by
employers, or as pre-tax or after-tax contributions by employees, depending on
the type of retirement program. After-tax employee contributions constitute
"investment in the Contract." All Qualified Contracts receive deferral of tax on
the inside build-up of earnings on invested Purchase Payments, until a
distribution occurs. See the Statement of Additional Information for special
rules, including those applicable to taxable, non-natural owners of
Non-Qualified Contracts.
 
   
Distributions are taxed differently depending on the program through which
Portfolio Director 2 is offered and the previous tax characterization of the
contributions to which the distribution relates. Generally, the amount by which
a distribution exceeds investment in the Contract is subject to income tax. For
annuity payments, investment in the contract is recovered ratably over the
expected payout period. Special recovery rules might apply in certain
situations.
    
 
Amounts subject to income tax may also incur excise tax, under the circumstances
described in the Statement of Additional Information. Generally, they would also
be subject to some form of federal income tax withholding unless rolled into
another tax-deferred vehicle. Required withholding will vary according to type
of program, type of payment and your tax status. In addition, amounts received
under all Contracts may be subject to state income tax withholding requirements.
 
   
It is the opinion of VALIC and its tax counsel that a Qualified Contract
described in Section 403(a), 403(b), or 408(b) of the Code does not lose its
deferred tax treatment if purchase payments under the contract are invested in
publicly available mutual funds. In a ruling published in 1981, the Internal
Revenue Service ("IRS") had taken the position that, where purchase payments
under a variable annuity contract are invested in publicly available mutual
funds, the contract owner should be treated as the owner of the mutual fund
shares, and deferred tax treatment under the contract should not be available.
In the opinion of VALIC and its tax counsel, the 1981 ruling has been superseded
by subsequent legislation (Code Section 817(h)) which specifically exempts these
Qualified Contracts, and the IRS has no viable legal basis or reason to apply
the theory
    
 
                                       42
<PAGE>   175
 
- --------------------------------------------------------------------------------
 
of the 1981 ruling to these Qualified Contracts under current law. In any event,
were the IRS to challenge the deferred tax treatment of these Qualified
Contracts under the theory of the 1981 ruling, VALIC and its tax counsel believe
that Contract owners would prevail.
 
   
It is also the opinion of VALIC and its tax counsel that for each other type of
Qualified Contract an independent exemption provides tax deferral regardless of
ownership of the Mutual Fund shares.
    
 
   
Generally, investment earnings on contributions to Non-Qualified Contracts will
be taxed currently to the owner and such contracts will not be treated as
annuities for federal income tax purposes.
    
 
EFFECT OF TAX-DEFERRED ACCUMULATIONS
 
The chart below compares the results from
Premium Payments made to:
 
  - Portfolio Director 2 Contract issued to a tax favored retirement program
    purchased with pre-tax premium payments;
 
  - A non-qualified Contract purchased with after-tax Premium Payments and;
 
   
  - Conventional savings vehicles such as savings accounts.
    
 
                        THE POWER OF TAX-DEFERRED GROWTH
 
                                  [BAR GRAPH]
 
This hypothetical chart compares the results of (1) contributing $100 per month
to a conventional, non-tax deferred plan, (2) contributing $100 to a
nonqualified, tax-deferred annuity, and (3) contributing $100 per month ($138.89
since contributions are made before tax) to a qualified tax-deferred plan. The
chart assumes a 28% tax rate and an 8% fixed rate of return. The deduction of
fees and charges for both tax-deferred plans is reflected in the chart. Variable
options incur mortality and expense charges (1% - 1.25%) and may also incur
administrative fees ($3.75 per quarter) and surrender charges (5% of the lesser
of all contributions received during the last 60 months or the amount
withdrawn). The dotted lines represent the amounts remaining after withdrawal
and payment of taxes and any surrender charge. An additional 10% tax penalty may
apply to withdrawals before age 59 1/2. This information is for illustrative
purposes only and is not a guarantee of future return.
 
   
Unlike savings accounts, Premium Payments made to tax-favored retirement
programs and Non-Qualified Contracts generally provide tax deferred treatment on
earnings. In addition, Premium Payments made 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 represents (without factoring in fees
and charges) after-tax amounts that would be received.
 
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 (referring to the effect on
annual net take-home pay) of the investment. The chart below illustrates this
principle by comparing a pre-tax contribution to a tax-favored retirement plan
with an after-tax
 
                                       43
<PAGE>   176
 
contribution to a conventional savings account:
 
                              PAYCHECK COMPARISON
 
<TABLE>
<CAPTION>
                         TAX-FAVORED        CONVENTIONAL
                         RETIREMENT           SAVINGS
                           PROGRAM            ACCOUNT
                         -----------        ------------
<S>                      <C>                <C>
Annual amount
  available for
  savings before
  federal taxes......        $2,500              $2,500
Current federal
  income tax due on
  Purchase
  Payments...........             0                (700)
Net retirement plan
  Purchase
  Payments...........        $2,500              $1,800
</TABLE>
 
This chart assumes a 28% federal income tax rate. The $700 which is paid toward
current federal income taxes on $2,500 contributed to the conventional savings
account remains in the tax-qualified program, subject to being taxed upon
withdrawal. Stated otherwise, to reach an annual retirement savings goal of
$2,500, the contribution to a tax-qualified retirement program results in a
current out-of-pocket expense of $1,800 while the contribution to a conventional
savings account requires the full $2,500 out-of-pocket expense. The
tax-qualified retirement program represented in this chart is a plan type, such
as one under Section 403(b) of the Code, which allows participants to exclude
contributions within limits, from gross income.
 
                                       44
<PAGE>   177
 
                REVOCATION OF TELEPHONE ASSET TRANSFER AUTHORITY
    Participant/Contract Owner Name:
 
    ------------------------------------------------------------------------
    Social Security Number:
 
    ------------------------------------------------------------------------
    Birth Date:
 
I am the Participant under or Contract Owner of one or more variable annuity
contracts issued by The Variable Annuity Life Insurance Company ("VALIC"). I
hereby instruct VALIC not to accept any telephone instructions to transfer
Account Values among investment options or change the allocation of future
Purchase Payments from me, anyone representing me or anyone representing himself
or herself to be me. I understand as a result of executing this form that the
transfer of Account Values or Payout Values among investment options or changes
in the allocation of future Purchase Payments may only be effected upon the
receipt by VALIC of my written instructions.
 
<TABLE>
<S>                                                                <C>
- ------------------------------------------------------------       ---------------------------------------
            Participant/Contract Owner Signature                                    Date
Mail this form to any Regional Office (see the last page of your prospectus for addresses) or to the Home
Office at the following address: VALIC, Customer Service A3-01, 2929 Allen Parkway, Houston, TX 77019.
</TABLE>
 
                                       45
<PAGE>   178
 
Please tear off, complete and return the form below to one of our Regional
Offices at the address shown on the inside back cover of this Prospectus. A
Statement of Additional Information may also be ordered by calling
1-800-44-VALIC.
 
 ................................................................................
 
                          PORTFOLIO DIRECTOR CONTRACTS
 
Please send me a free copy of the Statement of Additional Information for The
Variable Annuity Life Insurance Company Separate Account A (Portfolio Director
2).
 
                             (Please Print or Type)
 
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                       <C>
   Name:                                                  G.A. #
   Address:                                               Policy #
   Social Security Number:
- -------------------------------------------------------------------------------------------------------------
</TABLE>
 
                                       46
<PAGE>   179
 
                CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
 
   
<TABLE>
<CAPTION>
                                                      PAGE
                                                      ----
<S>                                                   <C>
General Information.................................    4
    Marketing Information...........................    4
    Endorsements and Published Ratings..............    7
Types of Variable Annuity Contracts.................    8
Federal Tax Matters.................................    8
    Tax Consequences of Purchase Payments...........    8
    Tax Consequences of Distributions...............    9
    Special Tax Consequences -- Early
      Distribution..................................   10
    Special Tax Consequences -- Required
      Distributions.................................   10
    Tax Free Rollovers, Transfers and Exchanges.....   11
Exchange Privilege..................................   11
    Exchanges From Portfolio Director, Exchanges
      From Portfolio Director 2.....................   11
    Exchanges From Independence Plus Contracts......   12
    Exchanges From V-Plan Contracts.................   13
    Exchanges From SA-1 and SA-2 Contracts..........   14
    Exchanges From Impact Contracts.................   15
    Exchanges From Compounder Contracts.............   16
    Information Which May Be Applicable To Any
      Exchange......................................   17
Calculation of Surrender Charge.....................   18
    Illustration of Surrender Charge on Total Surrender..  18
    Illustration of Surrender Charge on a 10%
      Partial Surrender Followed by a Full
      Surrender.....................................   18
Purchase Unit Value.................................   19
    Illustration of Calculation of Purchase Unit
      Value.........................................   19
    Illustration of Purchase of Purchase Units......   19
Performance Calculations............................   19
    Money Market Division Yields....................   19
    Calculation of Yield for Money Market
      Division Six..................................   19
    Illustration of Calculation of Yield for Money
      Market Division Six...........................   19
    Calculation of Effective Yield for Money Market
      Division Six..................................   19
    Illustration of Calculation of Effective Yield
      for Money Market Division Six.................   19
Standardized Yield for Bond Fund Divisions..........   20
    Calculation of Standardized Yield for Bond Fund
      Divisions.....................................   20
    Illustration of Calculation of Standardized
      Yield for Bond Fund Divisions.................   20
    Calculation of Average Annual Total Return......   21
Performance Information.............................   22
    Hypothetical $10,000 Account Value and
      Cumulative Return as Compared
      to Benchmark Tables...........................   22
    Performance Compared to Market Indices..........   22
    AGSPC Growth Division Fifteen Performance
      Compared to S&P 500 Index.....................   25
    AGSPC International Government Bond Division
      Thirteen Performance Compared to Salomon
      Brothers Non-U.S. Dollar World Government Bond
      Index.........................................   25
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                      PAGE
                                                      ----
<S>                                                   <C>
    AGSPC Money Market Division Six Performance
      Compared to Certificate of Deposit Primary
      Offering by New York City Banks, 30 Day
      Index.........................................   26
    AGSPC Science & Technology Division Seventeen
      Performance Compared to S&P 500 Index.........   26
    AGSPC Social Awareness Division Twelve
      Performance Compared to S&P 500 Index.........   27
    AGSPC Stock Index Division Ten Performance
      Compared to S&P 500 Index.....................   27
    Founders Growth Division Thirty Compared to S&P
      500 Index.....................................   28
    Neuberger&Berman Guardian Trust Division
      Twenty-nine Compared to S&P 500 Index.........   28
    Putnam Global Growth Division Twenty-eight
      Compared to MCSI World Index and S&P 500
      Index.........................................   29
    Putnam New Opportunities Division Twenty-six
      Compared to S&P 500 Index.....................   29
    Putnam OTC & Emerging Growth Division
      Twenty-seven Compared to Russell 2000 Index
      and S&P 500 Index.............................   30
    Scudder Growth and Income Division Twenty-one
      Compared to S&P 500 Index.....................   30
    Templeton Foreign Division Thirty-two Compared
      to EAFE Index.................................   31
    Twentieth Century Ultra Division
      Thirty-one Compared to S&P 500 Index and
      NASDAQ Composite Index........................   31
    Vanguard Fixed Income Securities Fund -- Long-
      Term Corporate Portfolio Division Twenty-two
      Compared to Merrill Lynch Corporate Master
      Index.........................................   32
    Vanguard Fixed Income Securities Fund -- Long-
      Term U.S. Treasury Portfolio Division Twenty-
      three Compared to Lehman Brothers U.S.
      Treasury Long-Term Index......................   32
    Vanguard/Wellington Division Twenty-five
      Compared to S&P 500 Index and Merrill Lynch
      Corporate Master Index........................   33
    Vanguard/Windsor II Division Twenty-four
      Compared to S&P 500 Index.....................   33
Payout Payments.....................................   34
    Assumed Investment Rate.........................   34
    Amount of Payout Payments.......................   34
    Payout Unit Value...............................   34
    Illustration of Calculation of Payout Unit
      Value.........................................   35
    Illustration of Payout Payments.................   35
Distribution of Variable Annuity Contracts..........   36
Experts.............................................   36
Comments on Financial Statements....................   37
</TABLE>
    
 
                                       47
<PAGE>   180
 
================================================================================
 
                 FOR ADDITIONAL INFORMATION ABOUT THE CONTRACTS
                     CONTACT YOUR NEAREST REGIONAL OFFICE:
 
10851 N. Black Canyon Hwy
Suite 700
Phoenix, AZ 85029
(602) 678-1700
 
222 South Harbor Blvd.
10th Floor
Anaheim, CA 92805
(714) 774-7844
 
1900 O'Farrell St.
Suite 390
San Mateo, CA 94403
(415) 574-5433
 
   
165 South Union Blvd.
    
Suite 1050
Lakewood, CO 80228
(303) 988-3344
 
10006 N. Dale Mabry Hwy.
Suite 113
Tampa, FL 33618
(813) 961-1611
 
100 Ashford Center North
Suite 100
Atlanta, GA 30338
(770) 395-4700
 
230 West Monroe
Suite 1550
Chicago, IL 60606
(312) 368-1001
 
   
550 Congressional Blvd.
    
   
Suite 280
    
   
Carmel, IN 46032
    
(317) 574-7145
 
7310 Ritchie Highway
Suite 800
Glen Burnie, MD 21061
(410) 768-2330
 
1301 West Long Lake Road
Suite 340
Troy, MI 48098
(810) 641-0022
8500 Normandale Lake Blvd.
Suite 750
Bloomington, MN 55437
(612) 893-1099
410 Amherst Street
Suite 250
Nashua, NH 03063
(603) 883-3840
90 Woodbridge Ctr. Dr.
   
Suite 300
    
Woodbridge, NJ 07095
(908) 750-5611
University Tower
3100 Tower Blvd.
Suite 1601, Box 50
Durham, NC 27707
(919) 489-6529
Two Summit Park Drive
Suite 410
Independence, OH 44131
(216) 520-2028
1800 S.W. First Avenue
Suite 505
Portland, OR 97201
(503) 223-6288
1767 Sentry Pkwy. West 19
Suite 300
Blue Bell, PA 19422
(215) 646-8030
5400 LBJ Freeway
Suite 1340
Dallas, TX 75240
   
(972) 490-1515
    
800 Gessner
Suite 1280
Houston, TX 77024
(713) 465-2253
 
   
  There are also more than thirty-seven branch offices located throughout the
                                    country.
    
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
   
             2929 ALLEN PARKWAY, HOUSTON, TEXAS 77019 1-800-44VALIC
    
   
                            TDD NUMBER 1-800-35VALIC
    
   
       FOR UNIT VALUE INFORMATION CALL: 1-800-42VALIC & TDD 1-800-24VALIC
    
   
             FOR ASSET TRANSFERS BY TELEPHONE CALL: 1-800-621-7792
    
   
                               TDD 1-800-35VALIC
    
   
                            EASYACCESS 1-800-42VALIC
    
   
                          TDD EASYACCESS 1-800-24VALIC
    
 
================================================================================
<PAGE>   181
 
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
 
                               SEPARATE ACCOUNT A
                       UNITS OF INTEREST UNDER GROUP AND
                     INDIVIDUAL VARIABLE ANNUITY CONTRACTS
                              PORTFOLIO DIRECTOR 2
                             FOR SERIES 2.1 - 2.11
 
        ----------------------------------------------------------------
 
                      STATEMENT OF ADDITIONAL INFORMATION

        ----------------------------------------------------------------
 
                                FORM N-4 PART B
   
                                  MAY 1, 1997
    
 
   
This Statement of Additional Information is not a prospectus but contains
information in addition to that set forth in the prospectus for Portfolio
Director 2 dated May 1, 1997 ("Contracts") and should be read in conjunction
with the prospectus. The terms used in this Statement of Additional Information
have the same meaning as those set forth in the prospectus. A prospectus may be
obtained by calling or writing the Company, or The Variable Annuity Marketing
Company (the "Underwriter") at 2929 Allen Parkway, Houston, Texas 77019;
1-800-44-VALIC. Prospectuses are also available from regional sales offices of
the Underwriter or from its registered sales representatives.
    
 
(*Portfolio Director 2 is composed of Contract Forms UIT-194, UITG-194,
  UITN-194, UIT-IRA-194, and UIT-SEP-194.)
 
                                       1
<PAGE>   182
 
                               TABLE OF CONTENTS
 
   
<TABLE>
<S>                                                           <C>
General Information.........................................                4
  Marketing Information.....................................                4
  Endorsements and Published Ratings........................                6
Types of Variable Annuity Contracts.........................                8
Federal Tax Matters.........................................                8
  Tax Consequences of Purchase Payments.....................                8
  Tax Consequences of Distributions.........................                9
  Special Tax Consequences -- Early Distribution............               10
  Special Tax Consequences -- Required Distributions........               10
  Tax Free Rollovers, Transfers and Exchanges...............               11
Exchange Privilege..........................................               11
  Exchanges from Portfolio Director, Exchanges from
     Portfolio Director 2...................................               11
  Exchanges From Independence Plus Contracts................               12
  Exchanges From V-Plan Contracts...........................               13
  Exchanges From SA-1 and SA-2 Contracts....................               14
  Exchanges From Impact Contracts...........................               15
  Exchanges From Compounder Contracts.......................               16
  Information Which May Be Applicable To Any Exchange.......               17
Calculation of Surrender Charge.............................               18
  Illustration of Surrender Charge on Total Surrender.......               18
  Illustration of Surrender Charge on a 10% Partial
     Surrender Followed by a Full Surrender.................               18
Purchase Unit Value.........................................               19
  Illustration of Calculation of Purchase Unit Value........               19
  Illustration of Purchase of Purchase Units................               19
Performance Calculations....................................               19
  Money Market Division Yields..............................               19
  Calculation of Yield for Money Market Division Six........               19
  Illustration of Calculation of Yield for Money Market
     Division Six...........................................               19
  Calculation of Effective Yield for Money Market Division
     Six....................................................               19
  Illustration of Calculation of Effective Yield for Money
     Market Division Six....................................               19
Standardized Yield for Bond Fund Divisions..................               20
  Calculation of Standardized Yield for Bond Fund
     Divisions..............................................               20
  Illustration of Calculation of Standardized Yield for Bond
     Fund Divisions.........................................               20
  Calculation of Average Annual Total Return................               21
Performance Information.....................................               22
  Hypothetical $10,000 Account Value and Cumulative Return
     as Compared to
     Benchmark Tables.......................................               22
  Performance Compared to Market Indices....................               22
  AGSPC Growth Division Fifteen Performance Compared to S&P
     500 Index..............................................               25
  AGSPC International Government Bond Division Thirteen
     Performance Compared to Salomon Brothers Non-U.S.
     Dollar World Government Bond Index.....................               25
  AGSPC Money Market Division Six Performance Compared to
     Certificate of Deposit Primary Offering by New York
     City Banks, 30 Day Index (Primary CD Index)............               26
  AGSPC Science & Technology Division Seventeen Performance
     Compared to S&P 500 Index..............................               26
  AGSPC Social Awareness Division Twelve Performance
     Compared to S&P 500 Index..............................               27
  AGSPC Stock Index Division Ten Performance Compared to S&P
     500 Index..............................................               27
  Founders Growth Division Thirty Compared to S&P 500
     Index..................................................               28
  Neuberger&Berman Guardian Trust Division Twenty-nine
     Compared to S&P 500 Index..............................               28
  Putnam Global Growth Division Twenty-eight Compared to
     MCSI World Index and S&P 500 Index.....................               29
  Putnam New Opportunities Division Twenty-six Compared to
     S&P 500 Index..........................................               29
</TABLE>
    
 
                                        2
<PAGE>   183
   
  Putnam OTC & Emerging Growth Division Twenty-seven
     Compared to Russell 2000 Index and S&P 500 Index.......               30
  Scudder Growth and Income Division Twenty-one Compared to
     S&P 500 Index..........................................               30
  Templeton Foreign Division Thirty-two Compared to EAFE
     Index..................................................               31
  Twentieth Century Ultra Division Thirty-one Compared to
     S&P 500 Index and NASDAQ Composite Index...............               31
  Vanguard Fixed Income Securities Fund -- Long-Term
     Corporate Portfolio Division Twenty-two Compared to
     Merrill Lynch Corporate Master Index...................               32
  Vanguard Fixed Income Securities Fund -- Long-Term U.S.
     Treasury Portfolio Division Twenty-three Compared to
     Lehman Brothers U.S. Treasury Long-Term Index..........               32
  Vanguard/Wellington Division Twenty-five Compared to S&P
     500 Index and Merrill Lynch Corporate Master Index.....               33
  Vanguard/Windsor II Division Twenty-four Compared to S&P
     500 Index..............................................               33
Payout Payments.............................................               34
  Assumed Investment Rate...................................               34
  Amount of Payout Payments.................................               34
  Payout Unit Value.........................................               34
  Illustration of Calculation of Payout Unit Value..........               35
  Illustration of Payout Payments...........................               35
Distribution of Variable Annuity Contracts..................               36
Experts.....................................................               36
Comments on Financial Statements............................               37
    

 
                                        3
<PAGE>   184
 
                              GENERAL INFORMATION
 
MARKETING INFORMATION
 
     The Company has targeted not-for-profit organizations as the central focus
of its marketing efforts for its Contracts. The Company has utilized as its
general marketing theme the concept that the Company is "America's Retirement
Plan Specialists." Specifically, the Company's marketing thrust is aimed at
individuals and groups associated with public and private schools, colleges and
universities, not-for-profit health care organizations, state and local
governments and other not-for-profit organizations.
 
   
     This marketing concept has proven to be successful. In the aggregate,
premium deposits to the Company have grown from $37,000 in 1956 to more than
$2.9 billion as of December 31, 1996. The number of aggregate participant
accounts has increased from 155,000 accounts in 1980 to more than 1,539,015
accounts as of December 31, 1996. The number of employer groups which have
purchased Contracts has increased by 178 percent in the past ten years to more
than 22,464 as of December 31, 1996. As of December 31, 1996, the Company was
ranked in the top 1 percent of all U.S. life insurance companies with regard to
asset size. As of December 31, 1996 the Company's assets totaled nearly $30
billion.
    
 
     The Company's growth can also be reviewed by examining each market segment
the Company targets.
 
   
     As of December 31, 1996, the Company was marketing Contracts in more than
8,282 public and private, primary and secondary schools with more than 427,224
participant accounts for employees in public and private schools nationwide.
From December 31, 1986 to December 31, 1996, the cash value of investments in
these Contracts has increased by 327 percent while the number of public and
private school groups in these Contracts increased 86 percent and the number of
participant accounts in these Contracts increased by 119 percent.
    
 
   
     The Company has also increased its marketing efforts to colleges and
universities. From December 31, 1986 to December 31, 1996, the number of
colleges and universities which allow the Company to market Contracts to its
faculty and staff members has increased 144 percent and for the same period the
number of participant accounts has increased 147 percent. For the same time
period cash values for participants have increased 319 percent. As of December
31, 1996, more than 43 percent of United States colleges and universities allow
the Company to market Contracts to their faculty and staff members.
    
 
     The Company has utilized as the central focus in its marketing to college
and university faculty and staff members the theme that the Company is the
"Alternative of Choice."
 
   
     The Company has also had growth in the health care segment of the
not-for-profit organization market. From December 31, 1986 to December 31, 1996
Contract cash values have increased 792 percent. During the same period the
number of health care groups that have purchased these Contracts increased 241
percent and the number of participants who were in the Contracts increased 748
percent.
    
 
   
     The Company has also experienced growth in contracts sold to state and
local governmental groups. From December 31, 1986 to December 31, 1996, Contract
cash values for participants in these groups have increased 319 percent. For the
same period the number of participant accounts for individuals in these groups
in these Contracts increased 250 percent and the number of employer groups has
increased 399 percent.
    
 
   
     Additionally, several states have enacted, as an alternative to state
administered defined benefit retirement programs, Optional Retirement Plans
(ORPs). A state that sponsors an ORP will select the carriers which will be
allowed to participate in the ORP. The Company has been selected as one of the
carriers permitted to market Contracts to state employees who elect to
participate in the ORP in 26 of the last 28 states to sponsor ORPs with multiple
carriers, as of December 31, 1996. From December 31, 1990 to December 31, 1996,
in these ORPs the number of participant accounts increased 149 percent and cash
values increased 147 percent to more than $1.8 billion dollars. In addition,
during this time period annual ORP premiums doubled.
    
 
     The Company may, from time to time, refer to a general investment strategy
known as indexing.
 
                                        4
<PAGE>   185
 
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.
 
   
     The Company may, from time to time, refer, individually or collectively, to
its package of retirement plan services. Collectively, this package of services
may be referred to as easy Retirement Plan easy Retirement Plan includes: (1)
personal, face-to-face service from highly trained VALIC Retirement Plan
Specialists; (2) informative retirement-investment education programs, seminars
and materials; (3) specialized computer-aided services for retirement planning
and developing asset allocation strategies; (4) a wide selection of innovative,
market-responsive investment options; (5) advanced and efficient administration
of retirement accounts; (6) and a financially strong and stable Company with
which to do business.
    
 
     From time to time the Company may refer to the diversifying process of
asset allocation based on the Modern Portfolio Theory developed by Nobel Prize
winning economist Harry Markowitz. The basic assumptions of Modern Portfolio
Theory are that the selection of individual investments has little impact on
portfolio performance, market timing strategies seldom work, markets are
efficient and selecting the suitable mix of asset classes is more important when
creating a long-term investment portfolio. Modern Portfolio Theory allows an
investor to determine an "efficient" or "optimized" portfolio that has
historically provided a higher return with the same risk or the same return with
lower risk.
 
     When presenting the asset allocation process the Company may outline the
process of personal and investment risk analysis including determining
individual risk tolerances and a discussion of the different types of investment
risk. The Company may classify investors into five categories based on their
personal risk tolerance and will quote various industry experts on which types
of investments are best suited to each of the five risk categories. The industry
experts quoted may include Ibbotson Associates, CDA Investment Technologies,
Lipper Analytical Services, Laffer-Cantos, Inc., VARDS Report, Wilson Associates
and any other expert which has been deemed by the Company to be appropriate. The
Company may also provide a historical overview of the performance of a variety
of investment market indexes and different asset classes, such as stocks, bonds,
cash equivalents, etc. The Company may also discuss investment volatility
(standard deviation) including the range of returns for different asset classes
over different time horizons, and the correlation between the returns of
different asset classes. The Company may also discuss the basis of portfolio
optimization including the required inputs and the construction of efficient
portfolios using sophisticated computer-based techniques. Finally, the Company
may describe various investment strategies and methods of implementation such as
the use of index funds vs. actively managed funds, the use of dollar cost
averaging techniques, the tax status of contributions, and the periodic
rebalancing of diversified portfolios.
 
     The Company, in its marketing efforts to each of the market segments, may
from time to time design sales literature and material specifically for that
market segment, e.g., the health care segment of the not-for-profit organization
market. This sales literature and material may also be specific to a certain
group. For example, sales literature and material may be designed for a specific
hospital. The sales literature and material would address specifically the
group's contract and retirement plan.
 
     The Company, in its marketing efforts, may also refer to the following
investment advisers referenced in the Prospectus.
 
     The Company may, from time-to-time refer to Founders Asset Management, Inc.
(FAM) as investment adviser to Founders Growth Fund (underlying Division
Thirty). FAM is a registered investment adviser first established as an asset
manager in 1938.
 
     The Company may, from time to time, refer to Neuberger & Berman Management
Inc. (N&B Management) as investment manager to the Portfolio in which Guardian
Trust (underlying Division Twenty-nine) invests. N&B Management is the
administrator and distributor of shares of the Guardian Trust. N&B Management
and its predecessor firms have specialized in the management
 
                                        5
<PAGE>   186
 
   
of no-load mutual funds since 1950. N&B Management had aggregate net assets 
under management of approximately $11.4 billion as of December 31, 1996.
    
 
     The Company may, from time to time, refer to Putnam Investment Management
Inc. (PIM) as investment adviser to the Putnam New Opportunities Fund
(underlying Division Twenty-six), Putnam OTC Emerging Growth Fund (underlying
Division Twenty-seven) and Putnam Global Growth Fund (underlying Division
Twenty-eight). PIM has been managing mutual funds since 1937. As of March 31,
1996 PIM and its affiliates managed approximately $135 billion in assets.
 
   
     The Company may, from time to time refer to Scudder, Stevens & Clark, Inc.
("Scudder") as investment adviser to the Scudder Growth and Income Fund. Scudder
was established in 1919.
    
 
     The Company may, from time to time, refer to Templeton Global Advisors
(TGA) Limited as investment adviser to the Templeton Foreign Fund (underlying
Division Thirty-two). TGA is an indirect wholly owned subsidiary of Franklin
Resources Inc. The Templeton organization has been investing globally over the
past 52 years and, with its affiliates, provides investment management and
advisory services to a worldwide client base, including over 4.3 million mutual
fund shareholders, foundations, endowments, employee benefit plans and
individuals.
 
     The Company may, from time to time, refer to the Wellington Management
Company (WMC) as investment adviser to the Vanguard/Wellington Fund (underlying
Division Twenty-five) and the Vanguard Fixed Income Securities Fund -- Long-Term
Corporate Portfolio (underlying Division Twenty-two). WMC is a professional
investment counseling firm which globally provides investment services to
investment companies, institutions and individuals. As of December 31, 1995, WMC
held discretionary management authority to more than $108 billion of assets.
 
     The Company may, from time to time, refer to Vanguard Group Inc., Fixed
Income Management Division (VFIM) as investment adviser to the Vanguard Fixed
Income Securities Fund -- Long-Term U.S. Treasury Portfolio (underlying Division
Twenty-three). VFIM provides investment advisory services to more than 39
Vanguard money market and bond portfolios. Total assets under management by VFIM
were $70 billion as of December 31, 1995.
 
     The Company may, from time to time, refer to Barrow, Hanley, Mewhinney &
Strauss Inc, Equinox Capital Management, Tukmann Capital Management, Inc. and
Vanguard Group Inc. Each is an investment adviser to Vanguard/Windsor II
(underlying Division Twenty-four). Barrow, Hanley, Mewhinney & Strauss Inc. is a
Texas corporation which manages a portion of the equity allocation of the
Vanguard/Windsor II. As of December 31, 1996 this portion was approximately 72%
of Vanguard/Windsor II's total assets.
 
     Equinox Capital Management, a Delaware corporation, Tukmann Capital
Management, a Maryland corporation, and Vanguard Group Inc. manage the
investment and reinvestment of a portion of the equity allocation of Vanguard/
Windsor II. As of December 31, 1996, these investment advisers each managed
approximately 10% of Vanguard/Windsor II's total assets.
 
   
     The Company may, from time-to-time, refer to American Century Investment
Management, Inc. (ACIM) as investment adviser to the Twentieth Century Ultra
Fund (underlying Division Thirty-one). ACIM, or its predecessor has been
providing investment advisory services to American Century since its founding in
1958.
    
 
     The Company may, from time to time, refer in advertisements or sales
materials to certain milestones which are intended to emphasize the Company's
growth and development in assets, groups and various market segments. The
Company may also refer to other versions of Portfolio Director in advertisements
or sales material. The Company may refer to certain innovative aspects of its
products such as having a variety of publicly available mutual funds as Variable
Account Options. Additionally the Company may refer from time to time in
advertisements or sales materials to marketing strategies it utilizes to promote
the Company's business objectives. Further, the Company may refer from time to
time in advertisements or sales materials to certain value-added services it
provides to its groups, Contract Owners and Participants.
 
   
     The Company may from time to time compare the performance of the mutual
funds that serve as the investment vehicles for Portfolio Director 2 to the
performance of certain market
    
 
                                        6
<PAGE>   187
 
   
indices. These market indices are described in the "Performance Information"
Section of this Statement of Additional Information.
    
 
ENDORSEMENTS AND
PUBLISHED RATINGS
 
     From time to time, in advertisements or in reports to Contract Owners, the
Company may refer to its endorsements. Endorsements are often in the form of a
list of organizations, individuals or other parties which recommend the Company
or the Contracts. The endorser's name will be used only with the endorser's
consent. It should be noted that the list of endorsements may change from time
to time.
 
   
     Also from time to time, the rating of the Company as an insurance company
by A. M. Best may be referred to in advertisements or in reports to Contract
Owners. Each year the A. M. Best Company reviews the financial status of
thousands of insurers, culminating in the assignment of Best's Ratings. These
ratings reflect their current opinion of the relative financial strength and
operating performance of an insurance company in comparison to the norms of the
life/health insurance industry. Best's Ratings range from A++ to F. An A++
rating means, in the opinion of A. M. Best, that the insurer has demonstrated
the strongest ability to meet its respective policyholder and other contractual
obligations.
    
 
   
     In addition, the claims-paying ability of the Company as measured by the
Standard and Poor's Ratings Group may be referred to in advertisements or in
reports to Contract Owners. A Standard and Poor's insurance claims-paying
ability rating is an assessment of an operating insurance company's financial
capacity to meet the obligations of its insurance policies in accordance with
their terms. Standard and Poor's ratings range from AAA to D.
    
 
   
     Further, from time to time the Company may refer to Moody's Investor's
Service's rating of the Company. Moody's Investor's Service's financial strength
ratings indicate an insurance company's ability to discharge senior policyholder
obligations and claims and are based on an analysis of the insurance company and
its relationship to its parent, subsidiaries and affiliates. Moody's Investor's
Service's ratings range from Aaa to C.
    
 
   
     The Company may additionally refer to its Duff & Phelp's rating. A Duff &
Phelp's rating is an assessment of a Company's insurance claims paying ability.
Duff & Phelp's ratings range from AAA to CCC. An AAA rating reflects that the
Company has the highest claims paying ability.
    
 
     Ratings relate to the claims paying ability of the Company's General
Account and not the investment characteristics of the Separate Account.
 
     The Company may from time to time, refer to Lipper Analytical Services
Incorporated ("Lipper"), Morningstar, Inc. ("Morningstar") and CDA/Wiesenberger
Investment Companies (CDA/Wiesenberger) when discussing the performance of its
Divisions. Lipper, Morningstar and CDA/Wiesenberger are leading publishers of
statistical data about the investment company industry in the United States.
 
     Additionally, the Company may compare the performance of the Divisions to
categories published by Lipper and Morningstar. Morningstar has not, however,
ranked the Neuberger & Berman Guardian Trust. The published categories which may
be utilized in comparison with the performance of the Divisions include the
Morningstar Growth and Income Mutual Fund Category, Morningstar Aggressive
Growth Mutual Fund Category, Morningstar Growth Mutual Fund Category,
Morningstar International Stock Mutual Fund Category, Lipper Growth and Income
Mutual Fund Category, Lipper Small Company Growth Mutual Fund Category, Lipper
Growth Mutual Fund Category and Lipper International Mutual Fund Category.
Additional Lipper or Morningstar categories may be utilized if they are deemed
by the Company relevant to the performance of the Company's Divisions.
 
     The Company may, from time to time, refer to The Variable Annuity Research
& Data Services (VARDS) Report. The VARDS Report offers monthly analysis of the
variable annuity industry, including marketing and performance information.
 
     Finally the Company will utilize as a comparative measure for the
performance of its Funds the Consumer Price Index ("CPI"). The CPI is a measure
of change in consumer prices, as determined in a monthly survey of the U.S.
Bureau of Labor Statistics. Housing costs, transportation, food, electricity,
changes in taxes and labor costs
 
                                        7
<PAGE>   188
 
are among the CPI components. The CPI provides a tool for determining the impact
of inflation on an individual's purchasing power.
 
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.
 
FEDERAL TAX MATTERS
 
     This Section summarizes the major tax consequences of contributions,
payments, and withdrawals under Portfolio Director 2, during life and at death.
 
   
     It is the opinion of VALIC and its tax counsel that a Qualified Contract
described in Section 403(a), 403(b), or 408(b) of the Code does not lose its
deferred tax treatment if Purchase Payments under the contract are invested in
publicly available mutual funds. If investment in publicly available mutual
funds were to cause the tax deferral provisions described below for these
specific types of contracts not to apply, you would be currently taxed on
transfers, redemptions, purchase payments and dividend and capital gains
distributions.
    
 
   
     In addition, it is also the opinion of VALIC and its tax counsel that, for
each other type of Qualified Contract, an independent exemption provides tax
deferral regardless of ownership of the Mutual Fund shares.
    
 
     Investment earnings on contributions to Non-Qualified Contracts generally
will be taxed currently to the owner, and the contracts will not be treated as
annuities for federal income tax purposes. For this reason, Non-Qualified
Contracts will be offered and sold only to non-natural persons pursuant to the
meaning of Section 72 of the Code.
 
TAX CONSEQUENCES OF PURCHASE PAYMENTS
 
     403(b) Annuities. Purchase Payments made by Section 501(c)(3) tax-exempt
organizations and public educational institutions toward Contracts for their
employees are excludable from the gross income of employees, to the extent
aggregate Purchase Payments do not exceed several competing tax limitations.
This gross income exclusion applies both to employer contributions and to your
voluntary salary reduction contributions.
 
     Your voluntary salary reduction contributions are generally limited to the
lesser of $9,500 or 20% of salary, although additional, "catch-up" contributions
are permitted under certain circumstances. Combined employer and salary
reduction contributions are generally limited to approximately 20% of salary. In
addition, after 1988 employer contributions for highly compensated employees may
be further limited by applicable nondiscrimination rules.
 
     401(a) and 403(a) Qualified Plans. Purchase Payments made by an employer
(or a self-employed individual) under a qualified pension, profit-sharing or
annuity plan are excluded from the gross income of the employee. Purchase
 
                                        8
<PAGE>   189
 
Payments made by an employee generally are made on an after-tax basis, unless
eligible for pre-tax treatment by reason of Sections 401(k) or 414(h).
 
     408(b) Individual Retirement Annuities ("IRAs"). Tax-deductible
contributions for IRA Contracts are limited to the lesser of $2,000 or 100% of
compensation, and may be made only by 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 whose spouse is) in another retirement plan,
      but are married and have adjusted gross income of $40,000 or less.
 
   
     Active participants in other retirement plans whose adjusted gross income
exceeds the limits in (ii) or (iii) by less than $10,000 are entitled to make
deductible IRA contributions in proportionately reduced amounts. If an IRA is
established for a nonworking spouse who has no compensation, the annual
tax-deductible Purchase Payments for both spouses' Contracts cannot exceed the
lesser of $4,000 or 100% of the working spouse's earned income, and no more than
$2,000 may be contributed to either spouse's IRA for any year.
    
 
     You may be eligible to make nondeductible IRA contributions in excess of:
 
   
 (i) the lesser of $2,000 ($4,000 for you and your spouse's IRA) or 100% of
     compensation, over
    
 
(ii) your applicable IRA deduction limit.
 
     You may also make unlimited contributions of eligible rollover amounts from
other qualified plans. See Tax-Free Rollovers, Transfers and Exchanges.
 
     457 Plans. A unit of a state or local government may establish a deferred
compensation program for individuals who perform services for the government
unit. In addition, a non-governmental tax-exempt employer may establish an
eligible deferred compensation program for individuals who: (i) perform services
for the employer, and (ii) belong to a select group of management or highly
compensated employees and/or independent contractors.
 
   
     This type of program allows eligible individuals to defer the receipt of
compensation (and taxes thereon) otherwise presently payable to them. If the
program is an eligible deferred compensation plan (an "EDCP"), you may
contribute (and defer tax on) the lesser of $7,500 (indexed for inflation) or
33 1/3% of your "includible" compensation (compensation from the employer
currently includible in taxable income). Additional, catch-up deferrals are
permitted in your final three years before normal retirement age.
    
 
   
     The employer uses deferred amounts to purchase the Contracts offered by
this prospectus. The Contract is generally held for the exclusive benefit of
plan participants, although certain Contracts may remain subject to the claims
of the employer's general creditors until 1999. The employee has no present
rights to vested interest in the Contract and is entitled to payment only in
accordance with the EDCP provisions.
    
 
     SEP. Employer contributions under a SEP are made to a separate individual
retirement account established for each participating employee, and generally
must be made at a rate representing a uniform percent of participating
employees' compensation. Employer contributions are excludable from employees'
taxable income, and after 1993 cannot exceed the lesser of $30,000 or 15% of
your compensation.
 
   
     Through 1996, employees of certain small employers (other than tax-exempt
organizations) may contribute pretax, on a salary reduction basis, to the SEP.
These salary reduction contributions may not exceed $7,000, indexed for
inflation in later years.
    
 
     Non-Qualified Contracts. Non-natural persons may purchase a Non-Qualified
Contract. However, any increase in the Purchase Unit Value of a Non-Qualified
Contract resulting from the investment performance of VALIC Separate Account A
is taxable to the Contract Owner when credited to it.
 
TAX CONSEQUENCES OF DISTRIBUTIONS
 
     403(b) Annuities. Voluntary salary reduction amounts accumulated after
December 31, 1988, and earnings on voluntary contributions
 
                                        9
<PAGE>   190
 
before and after that date, may not be distributed before one of the following:
 
(1) attainment of age 59 1/2;
 
(2) separation from service;
 
(3) death;
 
(4) disability, or
 
(5) hardship (hardship distributions are limited to salary reduction
    contributions only, exclusive of earnings thereon).
 
     Distributions are taxed as ordinary income to the recipient in accordance
with Section 72.
 
   
     401(a) and 403(a) Qualified Plans. Distributions from Contracts purchased
under qualified plans are taxable as ordinary income, except to the extent
allocable to an employee's after-tax contributions (investment in the Contract).
If you or your Beneficiary receive a "lump sum distribution" (legally defined
term), the taxable portion may be subject to special 5-year or 10-year income
averaging treatment. Five-year forward averaging is unavailable for
distributions occurring after December 31, 1999. Ten-year income averaging uses
tax rates in effect for 1986, allows 20% capital gains treatment for the taxable
portion of a lump sum distribution attributable to years of service before 1974,
and is available if you were 50 or older on January 1, 1986.
    
 
     408(b) IRAs and SEPs. Distributions are taxed as ordinary income to the
recipient.
 
     457 Plans. Amounts received from an EDCP are includible in gross income for
the taxable year in which are paid or otherwise made available to the recipient.
 
     Non-Qualified Contracts. The investment performance of the VALIC Separate
Account A is taxable when credited to the contract owner whether or not
distributed.
 
SPECIAL TAX CONSEQUENCES -- EARLY
DISTRIBUTION
 
     403(b) Annuities, 401(a) and 403(a) Qualified Plans, 408(b) IRAs and
SEPs. Taxable distributions received before the recipient attains age 59 1/2
generally are subject to a 10% penalty tax in addition to regular income tax.
Distributions on account of the following generally are excepted from this
penalty tax:
 
(1) death;
 
(2) disability;
 
(3) separation from service after a 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 which do not exceed the employee's tax deductible medical
    expenses for the taxable year of receipt.
 
   
     457 Plans. Distributions generally may be made under an EDCP prior to
separation from service only for unforeseeable emergencies, or for amounts under
$3,500 for inactive Participants, and are includible in the recipient's gross
income in the year paid.
    
 
     Non-Qualified Contracts. No penalties apply for early distributions under
Non-Qualified Contracts sold to non-natural persons.
 
SPECIAL TAX CONSEQUENCES -- REQUIRED DISTRIBUTIONS
 
   
     403(b) Annuities. Generally, minimum required distributions must commence
no later than April 1 of the calendar year following the later of the calendar
year in which the Participant attains age 70 1/2 or the calendar year in which
the Participant retires. Required distributions must be made over a period that
does not exceed the life or life expectancies of the Participant (or lives or
joint life expectancies of the Participant and Beneficiary). The minimum amount
payable can be determined several different ways. A penalty tax of 50% is
imposed on the amount by which the minimum required distribution in any year
exceeds the amount actually distributed in that year.
    
 
     Amounts accumulated under a Contract on December 31, 1986 may be paid in a
manner that meets the above rule or, alternatively:
 
(i)  must begin to be paid when 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").
 
                                       10
<PAGE>   191
 
The 50% rule will not apply if a Participant's spouse is the joint annuitant.
Notwithstanding these pre-January 1, 1987 rules the entire contract balance must
meet the minimum distribution incidental benefit requirement of Section
403(b)(10).
 
     At the Participant's death before payout has begun, Contract amounts
generally either must be paid to the Beneficiary within 5 years, or must begin
within 1 year of death and be paid over the life or life expectancy of the
Beneficiary. If death occurs after commencement of (but before full) payout,
distributions generally must continue at least as rapidly as under the method
elected by the Participant and in effect at the time of death.
 
   
     401(a) and 403(a) Qualified Plans. Minimum distribution requirements for
Qualified Plans, are generally the same as described for 403(b) Annuities,
except that there is no exception for pre-1987 amounts.
    
 
     408(b) IRAs and SEPs. Minimum distribution requirements are generally the
same as described above for 403(b) Annuities, except that:
 
(1) there is no exception for pre-1987 amounts; and
 
   
(2) there is no available postponement, past April 1 of the calendar year
    following the calendar year in which age 70 1/2 is attained.
    
 
   
     457 Plans. Beginning January 1, 1989, the minimum distribution requirements
for EDCP's are generally the same as described above for 403(b) Annuities except
that there is no exception for pre-1987 amounts.
    
 
     Non-Qualified Contracts. Non-Qualified Contracts do not require
commencement of distributions at any particular time and do not limit the
duration of annuity payments.
 
TAX-FREE ROLLOVERS, TRANSFERS AND
EXCHANGES
 
     403(b) Annuities. Tax free transfers between 403(b) annuity contracts
and/or 403(b)(7) custodial accounts, and tax-free rollovers from 403(b) programs
to IRAs or other 403(b) programs, are permitted under certain circumstances.
 
     401(a) and 403(a) Qualified Plans. The taxable portion of certain
distributions may be transferred in a tax-free rollover to an individual
retirement account or annuity, or to another such plan.
 
     408(b) IRAs. Funds may be transferred tax-free to an IRA Contract, from a
403(b) Annuity, or 401(a) or 403(a) Qualified Plan, under certain conditions.
These amounts may subsequently be rolled over on a tax-free basis to another
such plan or 403(b) Annuity Contract from this "conduit" IRA. In addition,
tax-free rollovers may be made from one IRA to another provided that no more
than one such rollover is made during any twelve-month period.
 
     SEPs. Funds may be rolled over tax free from one SEP only to another SEP or
an IRA.
 
     457 Plans. Tax-free transfer of EDCP amounts are permitted only to another
EDCP.
 
EXCHANGE PRIVILEGE
 
     In the prospectus we described generally how under certain conditions we
will allow you to exchange from other fixed and/or variable contracts we issue
(other contracts) to Portfolio Director 2. These other contracts are listed in
the prospectus. A more detailed comparison of the features, charges and
restrictions between each of these listed other contracts and Portfolio Director
2 provided below.
 
     In the prospectus we also describe exchanges between Portfolio Director and
Portfolio Director 2 and the restrictions imposed on those exchanges.
Specifically once you have exchanged between Portfolio Director and Portfolio 2
you must wait 120 days before making another exchange between Portfolio Director
and Portfolio Director 2.
 
EXCHANGES FROM PORTFOLIO DIRECTOR,
EXCHANGES FROM PORTFOLIO DIRECTOR 2
 
  Sales/Surrender Charges.
 
     Portfolio Director and Portfolio Director 2 have the same provisions for
imposing surrender charges upon total or partial surrenders. Both Portfolio
Director and Portfolio Director 2 have the same provisions where surrender
charges are not imposed. For purposes of satisfying the fifteen-year and
five-year holding requirements described in "Surrender Charges" in the
prospectus, Portfolio Director 2 will be deemed to have been issued on the same
date as Portfolio Director. Purchase Payments exchanged into Portfolio Director
2 will be treated as Purchase Payments
 
                                       11
<PAGE>   192
 
under Portfolio Director 2 for purposes of calculating surrender charges.
Exchanged payments will be deemed to have been made under Portfolio Director 2
on the date they were made to Portfolio Director for purposes of calculating the
surrender charge under Portfolio Director 2.
 
  Other Charges
 
     Portfolio Director and Portfolio Director 2 have the same provisions for
imposing the quarterly account maintenance fee.
 
     Both Portfolio Director and Portfolio Director 2 impose an additional daily
charge with an annualized rate of 1.00% to 1.25% depending upon the Variable
Account Option selected, if any, on the daily net asset value of VALIC Separate
Account A. This charge is to cover expenses not covered by the account
maintenance charge and to compensate the Company for assuming mortality risks.
Under Portfolio Director 2 the Company will reimburse to certain Divisions any
fees it receives from a Mutual Fund for providing the Mutual Fund administrative
and shareholder services.
 
  Investment Options
 
     Under Portfolio Director, sixteen divisions of VALIC Separate Account A are
available, thirteen of which invest in different investment portfolios of AGSPC
and three divisions of which invest in other mutual fund portfolios. These
mutual fund portfolios are managed either by the Company, the Dreyfus
Corporation or Templeton Investment Counsel Inc. for advisory fees at annual
rates ranging from .29% to .90% of each portfolio's or mutual fund's average
daily net assets. Two fixed investment options are also available.
 
     Under Portfolio Director 2, eighteen divisions of VALIC Separate Account A
are available, 6 of which invest in a different portfolio of AGSPC and 12
divisions of which invest in other publicly available mutual fund portfolios.
These mutual fund portfolios are managed either by the Company or other
investment managers for advisory fees ranging from 0.01% to 1.00% of each
portfolio's or mutual fund's average daily net assets. Two fixed investment
options are also available.
 
  Annuity Options
 
     Both Portfolio Director and Portfolio Director 2 provide the same annuity
options.
 
EXCHANGES FROM INDEPENDENCE PLUS
CONTRACTS
 
     Sales/Surrender Charges. Under an Independence Plus Contract, no sales
charge is deducted at the time a Purchase Payment is made, but a surrender
charge may be imposed on partial or total surrenders. The surrender charge may
not exceed 5% of any Purchase Payments withdrawn within five years of the date
such Purchase Payments were made. The most recent Purchase Payments are deemed
to be withdrawn first. Up to 10% of the Account Value may be surrendered in a
Participant Year without any surrender charge being imposed. Portfolio Director
2 imposes a similar surrender charge upon total or partial surrenders. Both the
Portfolio Director 2 and Independence Plus Contracts have other similar
provisions where surrender charges are not imposed. However, Portfolio Director
2 provides at least one additional provision, not included in Independence Plus
Contracts, under which no surrender charge will be imposed. An additional
provision allows election of a systematic withdrawal method without surrender
charges. (See "Surrender Charges" in the prospectus.) For purposes of satisfying
the fifteen-year and five-year holding requirements described in "Surrenders
Charges" in the prospectus, Portfolio Director 2 will be deemed to have been
issued on the same date as the Independence Plus Contract or certificate
thereunder, but no earlier than January 1, 1982. Purchase Payments exchanged
into Portfolio Director 2 and which were made within five years before the date
of exchange will be treated as Purchase Payments under Portfolio Director 2 for
purposes of calculating surrender charges. Exchanged payments will be deemed to
have been made under Portfolio Director 2 on the date they were made to
Independence Plus Contracts for purposes of calculating the surrender charge
under Portfolio Director 2.
 
     Other Charges. Under the Independence Plus Contracts, a maintenance charge
of $20 is assessed for the first year and an annual charge of $15 is assessed
for the second and later years during the accumulation period. The charge is due
in quarterly installments. A daily fee is charged at the annual rate of 1% of
the daily net asset value allocable to the Variable Subaccounts to cover
administrative expenses (other than those covered by the annual charge) and
mortality risks assumed by the Company. For Portfolio
 
                                       12
<PAGE>   193
 
Director 2, a quarterly account maintenance charge of $3.75 is assessed for each
calendar quarter during the Purchase Period during which any Variable Account
Option Account Value is credited to a Participant's Account. The charge is to
reimburse the Company for some of the administrative expenses associated with
the Variable Account Options. No charge is assessed for any calendar quarter if
the Account Value is credited only to the Fixed Account Options throughout the
quarter. Such charge begins immediately if an exchange is made into any Variable
Account Option offered under Portfolio Director 2. The charge may also be
reduced or waived by the Company for Portfolio Director 2 if the administrative
expenses are expected to be lower for that Contract. (See "Reduction or Waiver
of Account Maintenance Fee or Surrender Charges" in the prospectus) To cover
expenses not covered by the account maintenance charge and to compensate the
Company for assuming mortality risks under Portfolio Director 2, an additional
daily charge with an annualized rate of 1.00% or 1.25%, depending upon the
Variable Account Options selected, if any, on the daily net asset value of VALIC
Separate Account A is attributable to Portfolio Director 2. (See "Separate
Account Charges" and "Separate Account Expense Reimbursement" in the prospectus)
 
     Investment Options. Under Independence Plus Contracts ten divisions of
VALIC Separate Account A are available variable investment alternatives, each
investing in shares of a different underlying fund of AGSPC portfolio. The ten
mutual funds are managed by the Company for advisory fees at annual rates
ranging from .29% to .50% of each respective portfolio's average daily net
assets. In addition, two fixed investment options are available. Under Portfolio
Director 2, eighteen divisions of VALIC Separate Account A are available, six of
which invest in a different investment portfolio of AGSPC and twelve divisions
of which invest in other publicly available mutual fund portfolios. These mutual
fund portfolios are managed either by the Company, or other investment advisers
for advisory fees at annual rates ranging from .01% to 1.00% of each portfolio's
or mutual fund's average daily net assets. Two fixed investment options are also
available.
 
     Annuity Options. Annuity options under Independence Plus Contracts provide
for payments on a fixed or variable basis, or a combination of both. The
Independence Plus Contract permits annuity payments for a designated period
between 3 and 30 years on a fixed basis only. Portfolio Director 2 permits
annuity payments for a designated period between of 5 and 30 years on a fixed
basis only. Independence Plus Contracts and Portfolio Director 2 both provide
for "betterment of rates." Under this provision, annuity payments for fixed
annuities will be based on mortality tables then being used by the Company, if
more favorable to the Annuitant than those included in the Contract.
 
EXCHANGES FROM V-PLAN CONTRACTS
 
     Sales/Surrender Charges. Under a V-Plan Contract, no sales charge is
deducted at the time a Purchase Payment is made, but a surrender charge may be
imposed on partial or total surrenders. The surrender charge is equal to 7% of
the Purchase Payments withdrawn within five years of the date such Purchase
Payments were made. The most recent Purchase Payments are deemed to be withdrawn
first. Up to 10% of the account value may be surrendered in a Participant Year
without any surrender charge being imposed. Portfolio Director 2 also imposes a
surrender charge upon total or partial surrenders. However, the surrender charge
under Portfolio Director 2 may not exceed 5% of any Purchase Payments withdrawn
within the most recent five years prior to the receipt of the surrender request
by the Company at its Home Office. V-Plan Contracts have other provisions where
surrender charges are not imposed. However, Portfolio Director 2 provides at
least two additional provisions, not included in V-Plan Contracts, under which
no surrender charge will be imposed. Those Portfolio Director 2 provisions
include no surrender charges on an election of the no charge systematic
withdrawal method, and where an employee-participant has maintained the account
for a period of five years and has attained the age 59 1/2. (See "Surrender
Charges" in the prospectus.) For purposes of satisfying the fifteen-year and
five-year holding requirements, Portfolio Director 2 will be deemed to have been
issued on the same date as the V-Plan Contract or certificate thereunder, but no
earlier than January 1, 1982.
 
     If there is a total or partial surrender, Purchase Payments exchanged into
Portfolio Directors 2 and which were made within five years before the date of
exchange will be treated as
 
                                       13
<PAGE>   194
 
Purchase Payments under Portfolio Director 2 for purposes of calculating
surrender charges. Exchanged payments will be deemed to have been made under
Portfolio Director 2 on the date they were made to the V-Plan Contract for
purposes of calculating the surrender charge under Portfolio Director 2.
 
     Other Charges. There are no administrative and risk charges under V-Plan
Contracts. For Portfolio Director 2, a quarterly account maintenance charge of
$3.75 is assessed for each calendar quarter during the Purchase Period during
which any Variable Account Option Account Value is credited to a Participant's
Account. The charge is to reimburse the Company for some of the administrative
expenses associated with the Variable Account Options. No charge is assessed for
any calendar quarter if the Account Value is credited only to the Fixed Account
Options throughout the quarter. Such charges begin immediately if an exchange is
made into any Variable Account Option offered under Portfolio Director 2. The
charge may also be reduced or waived by the Company on Portfolio Director 2 if
the administrative expenses are expected to be lower for that Contract. (See
"Reduction or Waiver of Account Maintenance Fee or Surrender Charges" in the
prospectus.) To cover expenses not covered by the account maintenance charge and
to compensate the Company for assuming mortality risks under Portfolio Director
2, an additional daily charge with an annualized rate of 1.00% or 1.25%,
depending upon the Variable Account Options selected, if any, on the daily net
asset value of the VALIC Separate Account A is attributable to Portfolio
Director 2. (See "Separate Account Charges" and "Separate Account Expense
Reimbursement" in the prospectus.)
 
     Investment Options. There are no variable investment alternatives provided
under V-Plan Contracts.
 
     Annuity Options. Annuity options under V-Plan Contracts provide for
payments on a fixed basis only. The V-Plan Contract permits annuity payments for
a designated period of 1 to 15 years. Under a V-Plan Contract, the designated
period option may, subject to adverse tax consequences, be commuted at any time
for its remaining value. Portfolio Director 2 permits Payout Payments for a
designated period of between 5 and 30 years on a fixed basis only. Under
Portfolio Director 2, Payout Payments may be made on a fixed or variable basis,
or a combination of both. Portfolio Director 2 does not provide for commutation.
V-Plan Contracts and Portfolio Directors 2 both provide for "betterment of
rates." Under this provision, Payout Payments for fixed annuities will be based
on mortality tables then being used by the Company, if more favorable to the
Annuitant than those included in the Contract.
 
EXCHANGES FROM SA-1 AND SA-2 CONTRACTS (GUP-64, GUP-74, GTS VA CONTRACTS)
 
     Sales/Surrender Charges. Under the SA-1 and SA-2 Contracts a sales and
administrative charge is deducted from each Purchase Payment. This charge ranges
from 5% of the first $5,000 of Purchase Payments to 3% of Purchase Payments in
excess of $15,000. If a SA-1 or SA-2 Contract is exchanged for Portfolio
Director 2 the surrender charge under Portfolio Director 2 will not apply to the
amount of Account Value applied to Portfolio Director 2 ("Exchanged Amount").
Purchase Payments made to Portfolio Director 2, however, would be subject to
surrender charges. In the case of a partial surrender, all Purchase Payments to
Portfolio Director 2 will be deemed to be withdrawn before any Exchanged Amount
is deemed to be withdrawn. No exchange pursuant to this offer will be allowed
within 120 days of a transfer of fixed accumulations under a SA-1 or SA-2
Contract to the variable portion of such Contract. Under Portfolio Director 2,
no sales charge is deducted at the time a Purchase Payment is made, but a
surrender charge may be imposed on partial or total surrenders. The surrender
charge may not exceed 5% of any Purchase Payments withdrawn within the most
recent five years prior to the receipt of the surrender request by the Company
at its Home Office. For purposes of this surrender charge, the most recent
Purchase Payments are deemed to be withdrawn first. (See "Surrender Charges" in
the prospectus.)
 
     Other Charges. A charge of a percentage of each Purchase Payment is made
for administrative expenses for SA-1 and SA-2 Contracts. The charge is generally
1.25% and is included in the above sales and administrative charge. An
additional daily charge (at an annual rate of 1% of total net assets
attributable to SA-1 Contracts and ranging from .21% to .85% of total net assets
attributable to SA-2 Contracts) is made for mor-
 
                                       14
<PAGE>   195
 
tality and expense risks assumed by the Company under the variable portion of
the Contract. The total of these expenses and other charges is limited to a
maximum of the rate imposed on SA-1 and SA-2 Contracts on April 1, 1987. (See
prospectus for SA-1 and SA-2 contracts dated April 20, 1987.) For Portfolio
Director 2, a quarterly account maintenance charge of $3.75 is assessed for each
calendar quarter during the Purchase Period during which any Variable Account
Option Account Value is credited to a Participant's Account. The charge is to
reimburse the Company for some of the administrative expenses associated with
the Variable Account Options. No charge is assessed for any calendar quarter if
the Account Value is credited only to the Fixed Account Options throughout the
quarter. Such charge begins immediately if an exchange is made into any Variable
Account Option offered under Portfolio Director 2. The charge may also be
reduced or waived by the Company on Portfolio Director 2 if the administrative
expenses are expected to be lower for that Contract. (See "Reduction or Waiver
of Account Maintenance Fee or Surrender Charges" in the prospectus.) To cover
expenses not covered by the account maintenance charge and to compensate the
Company for assuming mortality risks under Portfolio Director 2, an additional
daily charge with an annualized rate of 1.00% or 1.25%, depending upon the
Variable Account Options selected, if any, on the average daily net asset value
of the Separate Account is attributable to Portfolio Director 2. (See "Separate
Account Charges" and "Separate Account Expense Reimbursement" in the
prospectus.)
 
     Investment Options. Under SA-1 and SA-2 Contracts only one division of
VALIC Separate Account A is available as a variable investment alternative. This
division invests in a portfolio of AGSPC. This portfolio is managed by the
Company for advisory fees at an annual rate of .29% of the portfolio's average
daily net assets. (Under a "grandfathering" arrangement, the total advisory fees
and certain other charges imposed against these Contracts are limited to a
maximum of the rate charged on April 1, 1987. See the prospectus for these
Contracts dated April 20, 1987.) Under Portfolio Director 2, eighteen divisions
of VALIC Separate Account A are available, six of which invest in a different
investment portfolio of AGSPC and twelve divisions of which invest in other
publicly available mutual fund portfolios. These mutual fund portfolios are
managed by either the Company or other investment managers, for advisory fees at
annual rates ranging from .01% to 1.00% of each portfolio's or mutual fund's
average daily net assets. Additionally, two fixed investment options are
available under Portfolio Director 2.
 
     Annuity Options. Annuity options under the SA-1 and SA-2 Contracts provide
for payments on a fixed or variable basis, or a combination of both. The SA-1
Contract annuity payments under a designated period option are limited to 15
years on a fixed basis only. Under this Contract, the designated period option
may, subject to adverse tax consequences, be commuted at any time for its
remaining value. SA-2 Contracts do not provide a designated period option nor do
they provide for commutation. Portfolio Director 2 permits Payout Payments for a
designated period of between 5 and 30 years on a fixed basis only. Portfolio
Director 2 does not provide for commutation. The SA-1 and SA-2 Contracts make no
provision for transfers from a separate account to a fixed annuity during the
annuity period. This option, subject to certain conditions, is available under
Portfolio Director 2. The SA-1 Contracts provide an option for monthly variable
annuity payments to be made at a level payment basis during each year of the
annuity period. Portfolio Director 2 does not provide this option. SA-1 and
Portfolio Director 2, but not SA-2 Contracts, both provide for "betterment of
rates." Under this provision, Payout Payments for fixed annuities will be based
on mortality tables then being used by the Company, if more favorable to the
Annuitant than those included in the Contract.
 
EXCHANGES FROM IMPACT CONTRACTS
 
     Sales/Surrender Charges. Under an Impact Contract, no sales charge is
deducted at the time a Purchase Payment is made, but a surrender charge may be
imposed on partial or total surrenders. The surrender charge is equal to 5% of
the Purchase Payments withdrawn within three years of the date such Purchase
Payments were made. The most recent Purchase Payments are deemed to be withdrawn
first. Portfolio Director 2 also imposes a surrender charge upon total or
partial surrenders which may not exceed 5% of any Purchase Payments withdrawn
within the most recent five years prior to the receipt of the surren-
 
                                       15
<PAGE>   196
 
der request by the Company at its Home Office. Portfolio Director 2 also has
other provisions where surrender charges are not imposed. (See "Exceptions to
Surrender Charge" in the prospectus.) For purposes of satisfying the fifteen-
year and five-year holding requirements, Portfolio Director 2 will be deemed to
have been issued on the same date as the Impact Contract, or certificate
thereunder, but no earlier than January 1, 1982. Only Purchase Payments
exchanged into a Portfolio Director 2 which were made within three years before
the date of exchange will be treated as Purchase Payments under Portfolio
Director 2 for purposes of calculating surrender charges. Exchanged payments
will be deemed to have been made under Portfolio Director 2 on the date they
were made to Impact Contracts for purposes of calculating the surrender charge
under Portfolio Director 2.
 
     Other Charges. Under Impact Contracts, a $30 annual charge is assessed once
a year to cover administrative expenses. The charge may, with prior regulatory
approval if required, be increased or decreased. In addition, a daily charge is
made at an annual rate of 1% of the net asset value allocable to the Impact
Contracts to cover administrative expenses (other than those covered by the
annual charge) and mortality risks assumed by the Company. For Portfolio
Director 2, a quarterly account maintenance charge of $3.75 is assessed for each
calendar quarter during the Purchase Period during which any Variable Account
Option Account Value is credited to a Participant's Account. The charge is to
reimburse the Company for some of the administrative expenses associated with
the Variable Account Options. No charge is assessed for any calendar quarter if
the Account Value is credited only to the Fixed Account Options throughout the
quarter. Such charge begins immediately if an exchange is made into any Variable
Account Option offered under Portfolio Director 2. The charge may also be
reduced or waived by the Company on Portfolio Director 2 if the administrative
expenses are expected to be lower for that Contract. (See "Reduction or Waiver
of Account Maintenance Fee or Surrender Charges" in the prospectus.) To cover
expenses not covered by the account maintenance charge and to compensate the
Company for assuming mortality risks under Portfolio Director 2, an additional
daily charge with an annualized rate of 1.00% or 1.25%, depending upon the
Variable Account Options selected, if any, on the daily net asset value of the
Separate Account is attributable to Portfolio Director 2. (See "Separate Account
Charges" and "Separate Account Expense Reimbursement" in the prospectus.)
 
     Investment Options. Under the Impact Contract five divisions of Separate
Account A are available as variable investment alternatives, each investing in
shares of a different underlying fund of AGSPC. The five mutual funds are
managed by the Company for advisory fees at annual rates ranging from .29% to
 .50% of each respective portfolio's average daily net assets. Under Portfolio
Director 2, eighteen divisions of VALIC Separate Account A are available, six of
which invest in a different investment portfolio of AGSPC and twelve divisions
of which invest in other publicly available mutual fund portfolios. These mutual
fund portfolios are managed by either the Company, or other investment managers,
for advisory fees at annual rates ranging from .01% to 1.00% of each portfolio's
or mutual fund's average daily net assets. In addition, two fixed investment
options are available under Portfolio Director 2.
 
     Annuity Options. Annuity options under Impact Contracts provide for
payments on a fixed or variable basis, or a combination of both. The Impact
Contract permits annuity payments for a designated period of 1 to 15 years on a
fixed basis only. Under an Impact Contract, the designated period option may,
subject to adverse tax consequences, be commuted at any time for its remaining
value. Portfolio Director 2 permits Payout Payments for a designated period of
between 5 and 30 years on a fixed basis only. Portfolio Director 2 does not
provide for commutation. Impact Contracts and the Portfolio Director 2 both
provide for "betterment of rates." Under this provision, Payout Payments for
fixed annuities will be based on mortality tables then being used by the
Company, if more favorable to the Annuitant than those included in the Contract.
 
EXCHANGES FROM COMPOUNDER CONTRACTS
 
     Sales/Surrender Charges. Under a Compounder Contract a sales and
administrative charge is deducted from each Purchase Payment. This charge ranges
from 5% of the first $5,000 of Purchase Payments to 3% of Purchase Payments in
excess of $15,000. If a Compounder Contract
 
                                       16
<PAGE>   197
 
is exchanged for Portfolio Director 2 the surrender charge under Portfolio
Director 2 will not apply to the amount of Account Value applied to Portfolio
Director 2. Purchase Payments made to Portfolio Director 2, however, would be
subject to the surrender charge under Portfolio Director 2. In the case of a
partial surrender, all Purchase Payments to Portfolio Director 2 will be deemed
to be withdrawn before any Exchanged Amount is deemed to be withdrawn. Under
Portfolio Director 2, no sales charge is deducted at the time a Purchase Payment
is made, but a surrender charge may be imposed on partial or total surrenders.
The surrender charge may not exceed 5% of any Purchase Payments withdrawn within
the most recent five years prior to the receipt of the surrender request by the
Company at its Home Office. For purposes of this surrender charge, the most
recent Purchase Payments are deemed to be withdrawn first. (See "Surrender
Charges" in the prospectus.)
 
     Other Charges. A charge of a percentage of each Purchase Payment is made
for administrative expenses under a Compounder Contract. The charge is 1.25% and
is included in the above sales charge. For Portfolio Director 2, a quarterly
account maintenance charge of $3.75 is assessed for each calendar quarter during
the Purchase Period during which any Variable Account Option Account Value is
credited to a Participant's Account. The charge is to reimburse the Company for
some of the administrative expenses associated with the Variable Account
Options. No charge is assessed for any calendar quarter if the Account Value is
credited only to the Fixed Account Options throughout the quarter. Such charge
begins immediately if an exchange is made into any Variable Account Option
offered under Portfolio Director 2. The charge may also be reduced or waived by
the Company for Portfolio Director 2 if the administrative expenses are expected
to be lower for that Contract. (See "Reduction or Waiver of Account Maintenance
Fee or Surrender Charges" in this prospectus.) To cover expenses not covered by
the account maintenance charge and to compensate the Company for assuming
mortality risks under Portfolio Director 2, an additional daily charge with an
annualized rate of 1.00% or 1.25%, depending upon the Variable Account Options
selected, if any, on the daily net asset value of the Separate Account is
attributable to Portfolio Director 2. (See "Separate Account Charges" and
"Separate Account Expense Reimbursement" in the prospectus.)
 
     Investment Options. There are no variable investment alternatives provided
under Compounder Contracts.
 
     Annuity Options. Payout Payments under a Compounder Contract are on a fixed
basis only and the designated period option is limited to a period of 15 years.
However, under a Compounder Contract, the designated period option may, subject
to adverse tax consequences, be commuted at any time for its remaining value.
Portfolio Director 2 allows Payout Payments be made on a fixed or variable
basis, or both. One option under the Portfolio Director 2 provides for a
designated period of 5 and 30 years on a fixed basis only. Portfolio Director 2
does not provide for commutation. Unlike Portfolio Director 2, the Compounder
Contracts contain no "betterment of rates" provision.
 
INFORMATION WHICH MAY BE APPLICABLE TO
ANY EXCHANGE
 
     Guaranteed Annuity Rates. Mortality rates have improved since annuity rates
were developed for the other contracts. Therefore, the annuity rates guaranteed
in Portfolio Director 2 are less favorable to Contract Owners and Annuitants
than those guaranteed in the other contracts. However, the current annuity rates
being charged for fixed annuities under the "betterment of rates" provisions
discussed above are more favorable than those guaranteed under Portfolio
Director 2 or the other contracts. Of course, no assurance can be given that
this will continue to be true at the time of annuitization for a given contract.
Guaranteed annuity rate tables are set forth in your Contract or in current
endorsements thereto. Those guaranteed for Portfolio Director 2 are set forth
therein, and copies may be obtained from one of the Company's Regional Offices
listed on the inside back cover of this prospectus.
 
     To satisfy a federal tax law requirement, non-spouse beneficiaries under
Portfolio Director 2 generally must receive the entire benefit payable upon the
death of the Annuitant over their life expectancy or within five years of the
Annuitant's death. This requirement may be inapplicable to certain other
contracts or certificates issued before January 19, 1985 if not exchanged.
 
                                       17
<PAGE>   198
 
                        CALCULATION OF SURRENDER CHARGE
 
     The surrender charge is discussed in the Prospectus under "Fees and Charges
- --Surrender Charge." 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>
2/1/91.........................  Purchase Payment                                      $10,000
2/1/92.........................  Purchase Payment                                       5,000
2/1/93.........................  Purchase Payment                                      15,000
2/1/94.........................  Purchase Payment                                       2,000
2/1/95.........................  Purchase Payment                                       3,000
2/1/96.........................  Purchase Payment                                       4,000
7/1/96.........................  Total Purchase Payments (Assumes
                                 Account Value is $50,000)                             39,000
</TABLE>
    
 
   
    Surrender Charge is lesser of (a) or (b):
 
<TABLE>
 <S>  <C>  <C>                                                           <C>
 a.   Surrender Charge calculated on 60 months of Purchase Payments
      1.   Surrender Charge against Purchase Payment of 2/1/91.........   $   0
      2.   Surrender Charge against Purchase Payment of 2/1/92.........   $ 250
      3.   Surrender Charge against Purchase Payment of 2/1/93.........   $ 750
      4.   Surrender Charge against Purchase Payment of 2/1/94.........   $ 100
      5.   Surrender Charge against Purchase Payment of 2/1/95.........   $ 150
      6.   Surrender Charge against Purchase Payment of 2/1/96.........   $ 200
           Surrender Charge based on Purchase Payments (1 + 2 + 3 + 4 +
           5 + 6)......................................................   $1,450
 
 b.   Surrender Charge calculated on the excess over 10% of the Account
      Value at the time of surrender:
      Account Value at time of surrender             $  50,000
      Less 10% not subject to Surrender Charge       -5,000
                                                            -----------
      Subject to Surrender Charge                          45,000
                                                               X    .05
                                                            -----------
      Surrender Charge based on Account
      Value       $   2,250 ...........................................   $2,250
 
 c.   Surrender Charge is the lesser of a or b.........................   $1,450
</TABLE>
    
 
 ILLUSTRATION OF SURRENDER CHARGE ON A 10% PARTIAL SURRENDER FOLLOWED BY A FULL
                                   SURRENDER
     Example 2.
                TRANSACTION HISTORY (ASSUMES NO INTEREST EARNED)
 
   
<TABLE>
<CAPTION>
             DATE                                    TRANSACTION                       AMOUNT
             ----                                    -----------                       ------
<S>                              <C>                                                  <C>
2/1/91.........................  Purchase Payment                                      $10,000
2/1/92.........................  Purchase Payment                                       5,000
2/1/93.........................  Purchase Payment                                      15,000
2/1/94.........................  Purchase Payment                                       2,000
2/1/95.........................  Purchase Payment                                       3,000
2/1/96.........................  Purchase Payment                                       4,000
7/1/96.........................  10% Partial Surrender (Assumes                         3,900
                                 Account Value is $39,000)
8/1/96.........................  Full Surrender                                        35,100
</TABLE>
    
 
     a. Since this is the first partial surrender in this participant year,
        calculate the excess over 10% of the value of the Purchase Units
 
       10% of $39,000 = $3,900 [no charge on this 10% withdrawal]
 
     b. The Account Value upon which Surrender Charge on the Full Surrender may
        be calculated (levied) is $39,000 - $3,900 = $35,100
 
     c. The Surrender Charge calculated on the Account Value withdrawn $35,100 X
        .05 = $1,755
 
     d. Since only $29,000 has been paid in Purchase Payments in the 60 months
        prior to the Full Surrender, the charge can only be calculated on
        $29,000. The $3,900 partial withdrawal does not reduce this amount.
        Thus, the charge is $29,000 X (0.05) = $1,450.
 
                                       18
<PAGE>   199
 
                              PURCHASE UNIT VALUE
 
     The calculation of Purchase Unit value is discussed in the Prospectus under
"Purchase Period." The following illustrations show a calculation of a new Unit
value and the purchase of Purchase Units (using hypothetical examples):
 
ILLUSTRATION OF CALCULATION OF PURCHASE UNIT VALUE
 
     Example 3.
 
<TABLE>
    <S>                                       <C>
    1. Purchase Unit value, beginning of
      period................................   $ 1.800000
    2. Value of Fund share, beginning of
      period................................   $21.200000
    3. Change in value of Fund share........   $  .500000
    4. Gross investment return (3)/(2)......      .023585
    5. Daily mortality and expense charge...      .000027
    6. Net investment return (4)-(5)........      .023558
    7. Net investment factor 1.000000+(6)...     1.023558
    8. Purchase Unit value, end of period
      (1)X(7)...............................   $ 1.842404
</TABLE>
 
ILLUSTRATION OF PURCHASE OF PURCHASE UNITS (ASSUMING NO STATE PREMIUM TAX)
 
     Example 4.
 
<TABLE>
    <S>                                                           <C>
    1. First Periodic Purchase Payment..........................   $   100.00
    2. Purchase Unit value on effective date of purchase (see
       Example 3)...............................................   $ 1.800000
    3. Number of Purchase Units purchased (1)/(2)...............       55.556
    4. Purchase Unit value for valuation date following purchase
       (see Example 3)..........................................   $ 1.842404
    5. Value of Purchase Units in account for valuation date
       following purchase (3)X(4)...............................   $   102.36
</TABLE>
 
                            PERFORMANCE CALCULATIONS
 
                          MONEY MARKET DIVISION YIELDS
               CALCULATION OF YIELD FOR MONEY MARKET DIVISION SIX
   
                           7-Day Current Yield: 3.92%
    
       ILLUSTRATION OF CALCULATION OF YIELD FOR MONEY MARKET DIVISION SIX
 
     Example 5.
 
   
     The yield quotation above is based on the seven days ended December 31,
1996, 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 Purchase Unit at the beginning of the period,
subtracting a hypothetical charge reflecting deductions from Contract Owner
accounts, and dividing the difference by the value of the account at the
beginning of the base period to obtain the base period return and then
multiplying the base period return by 365/7.
    
 
          CALCULATION OF EFFECTIVE YIELD FOR MONEY MARKET DIVISION SIX
   
                          7-Day Effective Yield: 3.99%
    
  ILLUSTRATION OF CALCULATION OF EFFECTIVE YIELD FOR MONEY MARKET DIVISION SIX
 
     Example 6.
 
   
     The effective yield quotation above is based on the seven days ended
December 31, 1996, 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 Purchase Unit at the beginning of
    
 
                                       19
<PAGE>   200
 
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
                   STANDARDIZED YIELD FOR BOND FUND DIVISIONS
 
           CALCULATION OF STANDARDIZED YIELD FOR BOND FUND DIVISIONS
 
   
<TABLE>
<CAPTION>
                                                              DIV. 13     DIV. 22     DIV. 23
                                                              --------    --------    --------
<S>                                                           <C>         <C>         <C>
Standardized Yield..........................................   3.49%       5.88%       5.33%
</TABLE>
    
 
   ILLUSTRATION OF CALCULATION OF STANDARDIZED YIELD FOR BOND FUND DIVISIONS
 
Example 7.
 
   
     The yield quotation based on a 30-day period ended December 31, 1996, 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 
Purchase 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 Purchase Units outstanding
                       during the period
 
                 d  =  the maximum offering price per Purchase Unit on the last day
                       of the period
</TABLE>
 
     Yield on each Division is earned from dividends declared and paid by the
Fund, which are automatically reinvested in Fund shares.
 
                                       20
<PAGE>   201
 
                   CALCULATION OF AVERAGE ANNUAL TOTAL RETURN
 
   
     Average Annual Total Return quotations for the 1, 3, 5, and 10 year periods
ended December 31, 1996, the date of the most recent balance sheet included in
this registration statement, are computed by finding the average annual com-
 
pounded rates of 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
                         periods of a hypothetical $1,000 Purchase Payment made at
                         the beginning of the 1, 3, 5, or 10 year periods (or
                         fractional portion thereof)
</TABLE>
 
     The Company may advertise standardized average annual total return which,
includes the surrender charge of up to 5% of Gross Purchase Payments received
during the most recent 60 months as well as non-standardized average annual
total returns which does not include a surrender charge or maintenance fee.
 
     There is no sales charge for reinvested dividends. All recurring fees have
been deducted. For fees which vary with the account size, an account size equal
to that of the median account size has been assumed. Ending redeemable value has
been determined assuming a complete redemption at the end of the 1, 3, 5 or 10
year period and deduction of all nonrecurring charges at the end of each such
period.
 
                                       21
<PAGE>   202
 
PERFORMANCE INFORMATION
 
HYPOTHETICAL $10,000 ACCOUNT VALUE AND
CUMULATIVE RETURN AS COMPARED TO BENCHMARKS TABLES.
 
     The following tables show the Hypothetical $10,000 Account Value and
Cumulative Return of each Division as compared to the benchmarks shown. Because
the Funds underlying Divisions Fifteen, Sixteen and Seventeen began operations
on April 29, 1994, performance information for those Divisions is based on
performance of comparable funds managed by the subadvisers for the Funds. The
performance information presented for all other Divisions represents actual Fund
performance.
 
     These performance calculations for the Divisions, and the methods used for
calculating them, are explained in the prospectus. (See "How To Review
Investment Performance of Separate Account Divisions" and "Variable Account
Options" in the prospectus.)
 
     These tables compare hypothetical investment performance and percentage
changes in Purchase Unit values with the results of several benchmarks,
representing unmanaged market indices. The performance information has been
adjusted to reflect mortality and expense risk charges. Surrender charges,
maintenance charges and premium taxes are not deducted. The effect of these
charges is to reduce total return to a Contract Owner. 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 Purchase Unit Value. No sales load, administrative
charges, or any other expenses have been deducted from the index calculations.
 
     Additionally, the performance of a Division may from time to time be
compared with other Indexes which have been deemed by the Company relevant to
the Division.
 
     These benchmarks do not reflect any charges for investment advisory fees,
brokerage commissions or other fees and expenses of the type charged at either
the Separate Account or Fund level. Therefore, the comparisons with these
benchmarks are of limited use.
 
     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.
 
PERFORMANCE COMPARED TO MARKET INDICES
 
     The performance of AGSPC Growth Division Fifteen, AGSPC Science &
Technology Division Seventeen, AGSPC Social Awareness Division Twelve, AGSPC
Stock Index Division Ten, Founders Growth Division Thirty, Neuberger & Berman
Guardian Trust Division Twenty-nine, Putnam New Opportunities Division
Twenty-six, Scudder Growth and Income Division Twenty-one, and Vanguard/Windsor
II Division Twenty-four may be compared to the record of the Standard &
Poor's(R) Corporation ("S&P(R)")* Composite Stock Price Index ("S&P 500 Index").
The S&P 500(R) Index is an unmanaged capitalization-weighted index of 500 stocks
designed to measure performance of the broad domestic economy through changes in
the aggregate market value of 500 stocks representing all major industries. The
Index represents approximately 70% of the aggregate United States equity markets
capitalization.
 
- ---------------
 
* "Standard & Poor's(R)", "S&P(R)" and "S&P 500(R)" are trademarks of Standard
  and Poor's ("S&P"). The Stock Index Fund is not sponsored, endorsed, sold or
  promoted by S&P and S&P makes no representation regarding the advisability of
  investing in this Fund.
 
                                       22
<PAGE>   203
 
   
     The performance of the AGSPC International Government Bond Division
Thirteen may be compared to the Salomon Brothers Non-US Dollar World Government
Bond Index ("Salomon Index"). Total returns with income reinvested for the
Salomon index are published using two methods. The first method includes gross
income (income earned without subtracting foreign income taxes which may be
withheld from foreign investors). The second method includes net income (income
earned after subtracting estimated foreign taxes). The Division currently
compares its performance with the index using the second method. The Salomon
Index is an unmanaged aggregate index composed of 673 issues from fifteen
foreign countries. These countries include Austria, Australia, Belgium, Canada,
Denmark, Finland, France, Germany, Italy, Japan, the Netherlands, Spain, Sweden,
Switzerland and the United Kingdom.
    
 
     The performance of AGSPC Money Market Division Six may be compared to the
Certificate of Deposit Primary Offering by New York City Banks, 30 Day Index.
The index is a money market index which reflects the average rate paid by New
York Banks on certificates of deposit of more than $100,000. The Index for 30
days is published daily.
 
     The Putnam Global Growth Division Twenty-eight may be compared to the
Morgan Stanley Capital International World Index ("MSCI World Index"). Total
returns (with income reinvested) for the MSCI World Index is published using two
methods. The first method includes gross income (income earned without
subtracting foreign income taxes which may be withheld from foreign investors).
The second method includes net income (income earned after subtracting estimated
foreign taxes. The Division currently compares its performance with the index
using the second method. The MSCI World Index is an unmanaged capitalization
weighed index consisting of more than 1,500 issues from 22 countries as well as
certain South African gold mining issues. The countries include Australia,
Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland,
Italy, Japan, Malaysia, the Netherlands, New Zealand, Norway, Singapore, Spain,
Sweden, Switzerland, the United Kingdom, and the United States.
 
   
     The performance of the Putnam OTC & Emerging Growth Division Twenty-seven
may be compared to the Russell 2000(R) Index ("Russell 2000").** The Russell
2000 was developed in 1984 by the Frank Russell Trust Company to track the stock
market performance of small capitalization domestic stocks. The Russell 2000 is
market weighted and consists of approximately 2000 stocks. Stocks included in
the Russell 2000 are chosen by the Frank Russell Trust Company on the basis of
their market size.
    
 
     The Templeton Foreign Division Thirty-two may be compared to the Morgan
Stanley Capital International Europe, Australia, and Far East Index ("EAFE
Index"). The EAFE Index, which commenced in 1969, is an unmanaged stock index
consisting of more than 1,000 companies from Europe, Australia and the Far East.
The index is capitalization weighted. It is a well known measure for
international stock performance. Total returns (with income reinvested) for the
EAFE Index are published using two methods. The first method includes gross
income (income earned without subtracting foreign income taxes which may be
withheld from foreign investors). The second method includes net income (income
earned after subtracting estimated foreign taxes). The Division currently
compares it performance with the index using the second method.
 
   
     The Vanguard Fixed Income Securities Fund -- Long-Term Corporate Division
Twenty-two may be compared to the Merrill Lynch Corporate Master Index. The
Merrill Lynch Corporate Master Index consists of an index of approximately 3,600
corporate bond holdings of which assets are rated BBB- to AAA. The average years
to maturity of these corporate bond holdings are approximately 12 years.
    
 
     The performance of the Vanguard Fixed Income Securities Fund -- Long-Term
U.S. Treasury Portfolio Division Twenty-three may be compared to the Lehman
Brothers U.S. Treasury Long-Term Index. This index measures a Fund's sensitivity
to interest rate changes. This index
 
- ---------------
 
** The Russell 2000(R) Index is a trademark/service mark of the Frank Russell
   Trust Company. RussellTM is a trademark of the Frank Russell Trust Company.
 
                                       23
<PAGE>   204
 
was initiated in 1976 and is composed of all bonds covered by the Shearson
Lehman Hutton Treasury Bond Index with maturities of ten years or greater.
 
   
     The performance of the Vanguard/Welling-
ton Division Twenty-five may be compared to a Blended Index, a measure of the
investment performance of a balanced portfolio of stocks and bonds, comprised of
the S&P 500 Index (65%) and the Merrill Lynch Corporate Master Index (35%). The
S&P 500 Index is an unmanaged capitalization-weighted index of 500 stocks
designed to measure performance of the broad domestic economy through changes in
the aggregate market value of 500 stocks representing all major industries. The
S&P 500 Index represents approximately 70% of the aggregate market
capitalization of the United States equity markets. The Merrill Lynch Corporate
Master Index consists of an index of approximately 3,600 corporate bond holdings
of which assets are rated BBB- to AAA. The average years to maturity of the
corporate bond holdings are approximately 12 years.
    
 
   
     The performance of the Twentieth Century Ultra Division Thirty-one may be
compared to both the S&P 500 Index and the National Association of Securities
Dealers Automated Quotations (NASDAQ) Composite Price Index. The S&P 500 Index
is an unmanaged capitalization-weighted index of 500 stocks designed to measure
performance of the broad domestic economy through changes in the aggregate
market value of 500 stocks representing all major industries. The S&P 500 Index
represents approximately 70% of the aggregate market capitalization of the
United States equity market. The NASDAQ Composite Price Index was developed by
the National Association of Securities Dealers (NASD) on May 17, 1971 with
figures available from February 5, 1971, at which time the index value was 100.
Through NASDAQ, the NASD provides daily, weekly, and monthly sets of stock price
indicators for Over-the-Counter (OTC) securities in different industry
categories. As of the end of 1996, over 5,800 issues were contained in the
NASDAQ Composite Price Index.
    
 
                                       24
<PAGE>   205
 
See "How to Review Investment Performance of Separate Account Divisions" in the
prospectus for information about how these returns were calculated.
 
AGSPC Growth Division Fifteen Performance Compared to S&P 500 Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
   
        ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE APRIL 29, 1994
    
 
   
<TABLE>
<CAPTION>
                              GROWTH                                         S&P 500
                         DIVISION FIFTEEN                                     INDEX
- -------------------------------------------------------------------          --------
<S>                                                        <C>               <C>
04/29/94.................................................  $10,000           $10,000
12/31/94.................................................   10,018            10,532
12/31/95.................................................   14,667            14,489
12/31/96.................................................   17,333            17,817
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1996)
    
 
   
<TABLE>
<CAPTION>
                                                  SINCE
                                                INCEPTION*     5 YEARS      3 YEARS       1 YEAR
                                                ----------     -------      -------       ------
<S>                                             <C>            <C>          <C>          <C>
Investment Division
     Growth Division Fifteen..................      73.33%        --           --          18.18%
Benchmark Comparison
     S&P 500 Index............................      78.17%        --           --          22.97%
</TABLE>
    
 
- ---------------
 
* The Fund underlying this Division was initiated on April 29, 1994.
 
AGSPC International Government Bond Division Thirteen Performance Compared to
Salomon Brothers Non-U.S. Dollar World Government Bond Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE OCTOBER 1, 1991
 
   
<TABLE>
<CAPTION>
                                                                              SALOMON BROS.
                                                                             NON-U.S. DOLLAR
                                                                                  WORLD
                   INTERNATIONAL GOVERNMENT BOND                               GOVERNMENT
                         DIVISION THIRTEEN                                     BOND INDEX
- -------------------------------------------------------------------          ---------------
<S>                                                        <C>               <C>
10/01/91.................................................  $10,000                  $10,000
12/31/91.................................................   10,905                   11,042
12/31/92.................................................   11,128                   11,540
12/31/93.................................................   12,583                   13,246
12/31/94.................................................   13,014                   13,999
12/31/95.................................................   15,308                   16,692
12/31/96.................................................   15,822                   17,331
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1996)
    
 
   
<TABLE>
<CAPTION>
                                                  SINCE
                                                INCEPTION*     5 YEARS      3 YEARS       1 YEAR
                                                ----------     -------      -------       ------
<S>                                             <C>            <C>          <C>          <C>
Investment Division
     International Government Bond Division
       Thirteen...............................      58.22%       45.09%       25.74%        3.36%
Benchmark Comparison
     Salomon Bros. Non-U.S. Dollar World
       Government Bond Index..................      73.31%       56.96%       30.84%        3.83%
</TABLE>
    
 
- ---------------
 
* This Division was initiated on October 1, 1991.
 
                                       25
<PAGE>   206
 
AGSPC Money Market Division Six Performance Compared to Certificate of Deposit
Primary Offering by
New York City Banks, 30 Day Index (Primary CD Index)
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
   
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 1, 1987
    
 
   
<TABLE>
<CAPTION>
                   MONEY MARKET                             PRIMARY
                   DIVISION SIX                             CD INDEX
- --------------------------------------------------          --------
<S>                                       <C>               <C>
01/01/87................................  $10,000           $10,000
12/31/87................................   10,450            10,626
12/31/88................................   11,048            11,409
12/31/89................................   11,923            12,398
12/31/90................................   12,738            13,390
12/31/91................................   13,310            14,162
12/31/92................................   13,606            14,567
12/31/93................................   13,833            14,943
12/31/94................................   14,216            15,476
12/31/95................................   14,857            16,241
12/31/96................................   15,447            16,978
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1996)
    
 
   
<TABLE>
<CAPTION>
                                                   10 YEARS     5 YEARS      3 YEARS       1 YEAR
                                                   --------     -------      -------       ------
<S>                                                <C>          <C>          <C>          <C>
Investment Division
     Money Market Division Six...................    54.47%       16.05%       11.66%        3.97%
Benchmark Comparison
     Primary CD Index............................    69.78%       20.23%       13.61%        4.53%
</TABLE>
    
 
   
AGSPC Science & Technology Division Seventeen Compared to S&P 500 Index.
    
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
   
        ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE APRIL 29, 1994
    
 
   
<TABLE>
<CAPTION>
                       SCIENCE & TECHNOLOGY                                  S&P 500
                        DIVISION SEVENTEEN                                    INDEX
- -------------------------------------------------------------------          -------
<S>                                                        <C>               <C>
04/29/94.................................................  $10,000           $10,000
12/31/94.................................................   12,477            10,532
12/31/95.................................................   19,972            14,489
12/31/96.................................................   22,505            17,817
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1996)
    
 
   
<TABLE>
<CAPTION>
                                                 SINCE
                                               INCEPTION*     5 YEARS      3 YEARS       1 YEAR
                                               ----------     -------      -------       ------
<S>                                            <C>            <C>          <C>          <C>
Investment Division
     Science & Technology Division
       Seventeen.............................     125.05%        --           --          12.68%
Benchmark Comparison
     S&P 500 Index...........................      78.17%        --           --          22.97%
</TABLE>
    
 
- ---------------
 
* The Fund underlying this Division was initiated on April 29, 1994.
 
                                       26
<PAGE>   207
 
AGSPC Social Awareness Division Twelve Performance Compared to S&P 500 Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE OCTOBER 2, 1989
 
   
<TABLE>
<CAPTION>
                         SOCIAL AWARENESS                                    S&P 500
                          DIVISION TWELVE                                     INDEX
- -------------------------------------------------------------------          -------
<S>                                                        <C>               <C>
10/02/89.................................................  $10,000           $10,000
12/31/89.................................................   10,100            10,214
12/31/90.................................................    9,877             9,897
12/31/91.................................................   12,506            12,912
12/31/92.................................................   12,795            13,896
12/31/93.................................................   13,670            15,297
12/31/94.................................................   13,339            15,499
12/31/95.................................................   18,351            21,323
12/31/96.................................................   22,527            26,220
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1996)
    
 
   
<TABLE>
<CAPTION>
                                                SINCE
                                              INCEPTION*    5 YEARS     3 YEARS      1 YEAR
                                              ----------    -------     -------      ------
<S>                                           <C>           <C>         <C>         <C>
Investment Division
     Social Awareness Division Twelve.......     125.27%      80.12%      64.79%      22.75%
Benchmark Comparison
     S&P 500 Index..........................     162.20%     103.06%      71.41%      22.97%
</TABLE>
    
 
- ---------------
 
* This Division was initiated on October 2, 1989.
 
AGSPC Stock Index Division Ten Performance Compared to S&P 500 Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
        ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE APRIL 20, 1987
 
   
<TABLE>
<CAPTION>
                             STOCK INDEX                                             S&P 500
                             DIVISION TEN                                             INDEX
- ----------------------------------------------------------------------            -------------
<S>                                                      <C>                      <C>
04/20/87...............................................  $      10,000            $      10,000
12/31/87...............................................          8,562                    8,722
12/31/88...............................................          9,687                   10,171
12/31/89...............................................         12,388                   13,394
12/31/90...............................................         11,790                   12,978
12/31/91...............................................         15,056                   16,932
12/31/92...............................................         15,897                   18,222
12/31/93...............................................         17,293                   20,059
12/31/94...............................................         17,241                   20,323
12/31/95...............................................         23,439                   27,960
12/31/96...............................................         28,484                   34,383
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1996)
    
 
   
<TABLE>
<CAPTION>
                                                  SINCE
                                                INCEPTION*     5 YEARS      3 YEARS       1 YEAR
                                                ----------     --------     --------     --------
<S>                                             <C>            <C>          <C>          <C>
Investment Division
     Stock Index Division Ten.................    184.84%       89.18%       64.71%       21.53%
Benchmark Comparison
     S&P 500 Index............................    243.83%      103.06%       71.41%       22.97%
</TABLE>
    
 
- ---------------
 
* This Division was initiated on April 20, 1987.
 
                                       27
<PAGE>   208
 
Founders Growth Division Thirty Compared to S&P 500 Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
   
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 1, 1987
    
 
   
<TABLE>
<CAPTION>
                         FOUNDERS GROWTH                                     S&P 500
                         DIVISION THIRTY                                      INDEX
- -----------------------------------------------------------------            --------
<S>                                                      <C>                 <C>
01/01/87...............................................  $10,000             $10,000
12/31/87...............................................   10,906              10,525
12/31/88...............................................   11,318              12,273
12/31/89...............................................   15,884              16,162
12/31/90...............................................   14,061              15,660
12/31/91...............................................   20,522              20,431
12/31/92...............................................   21,181              21,988
12/31/93...............................................   26,329              24,204
12/31/94...............................................   25,199              24,524
12/31/95...............................................   36,329              33,739
12/31/96...............................................   41,906              41,488
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1996)
    
 
   
<TABLE>
<CAPTION>
                                           10 YEARS     5 YEARS      3 YEARS       1 YEAR
                                           --------     -------      -------       ------
<S>                                        <C>          <C>          <C>          <C>
Investment Division
     Founders Growth Division Thirty.....   319.06%      104.21%       59.16%       15.35%
Benchmark Comparison
     S&P 500 Index.......................   314.88%      103.06%       71.41%       22.97%
</TABLE>
    
 
Neuberger&Berman Guardian Trust Division Twenty-Nine Compared to S&P 500 Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
   
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 1, 1987
    
 
   
<TABLE>
<CAPTION>
                          GUARDIAN TRUST                                     S&P 500
                       DIVISION TWENTY-NINE*                                  INDEX
- -------------------------------------------------------------------          --------
<S>                                                        <C>               <C>
01/01/87.................................................  $10,000           $10,000
12/31/87.................................................    9,802            10,525
12/31/88.................................................   12,428            12,273
12/31/89.................................................   14,953            16,162
12/31/90.................................................   14,108            15,660
12/31/91.................................................   18,767            20,431
12/31/92.................................................   22,113            21,988
12/31/93.................................................   24,857            24,204
12/31/94.................................................   24,987            24,524
12/31/95.................................................   32,656            33,739
12/31/96.................................................   38,057            41,488
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1996)
    
 
   
<TABLE>
<CAPTION>
                                              10 YEARS     5 YEARS      3 YEARS       1 YEAR
                                              --------     -------      -------       ------
<S>                                           <C>          <C>          <C>          <C>
Investment Division
     Neuberger&Berman Guardian Trust
       Division Twenty-Nine.................   280.57%      102.79%       53.11%       16.54%
Benchmark Comparison
     S&P 500 Index..........................   314.88%      103.06%       71.41%       22.97%
</TABLE>
    
 
- ---------------
 
   
* The Trust started operating on August 3, 1993. It has identical investment
  objectives and policies to, and as part of a "master/feeder structure" invests
  in, the same portfolio as Neuberger&Berman Guardian Fund ("Fund"), which is
  also managed by Neuberger&Berman Management Incorporated ("N&B"). N&B
  voluntarily bears certain expenses of Neuberger&Berman Guardian Trust
  ("Trust") so that the Trust's expense ratio per annum will not exceed the
  expense ratio per annum of the Fund by more than 0.10% of the Trust's average
  daily net assets. This arrangement can be terminated on sixty days' notice.
  The reimbursement reflected in this Fee Table is based upon N&B's estimate.
  Absent the reimbursement, Other Expenses are estimated to be 0.10% and Total
  Fund Expenses to be 0.96% of average daily net assets.
    
 
                                       28
<PAGE>   209
 
Putnam Global Growth Division Twenty-Eight Compared to MSCI World Index and S&P
500 Index.
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
   
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 1, 1987
    
 
   
<TABLE>
<CAPTION>
                                                              MSCI
                  GLOBAL GROWTH                              WORLD            S&P 500
              DIVISION TWENTY-EIGHT                          INDEX             INDEX
- --------------------------------------------------          --------          --------
<S>                                       <C>               <C>               <C>
01/01/87................................  $10,000           $10,000           $10.000
12/31/87................................   10,620            11,616            10,525
12/31/88................................   11,466            14,322            12,273
12/31/89................................   14,141            16,700            16,162
12/31/90................................   12,714            13,858            15,660
12/31/91................................   14,852            16,392            20,431
12/31/92................................   14,740            15,535            21,988
12/31/93................................   19,243            19,031            24,204
12/31/94................................   19,892            19,997            24,524
12/31/95................................   21,477            24,141            33,739
12/31/96................................   24,777            27,394            41,488
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1996)
    
 
   
<TABLE>
<CAPTION>
                                              10 YEARS     5 YEARS      3 YEARS       1 YEAR
                                              --------     -------      -------       ------
<S>                                           <C>          <C>          <C>          <C>
Investment Division
     Putnam Global Growth
       Division Twenty-Eight................   147.77%       66.83%       28.76%       15.37%
Benchmark Comparison
     MSCI World Index.......................   173.94%       67.12%       43.95%       13.48%
     S&P 500 Index..........................   314.88%      103.06%       71.41%       22.97%
</TABLE>
    
 
Putnam New Opportunities Division Twenty-Six Compared to S&P 500 Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE AUGUST 31, 1990
 
   
<TABLE>
<CAPTION>
                         NEW OPPORTUNITIES                                   S&P 500
                        DIVISION TWENTY-SIX                                   INDEX
- -------------------------------------------------------------------          --------
<S>                                                        <C>               <C>
08/31/90.................................................  $10,000           $10,000
12/31/90.................................................   11,041            10,366
12/31/91.................................................   18,317            13,524
12/31/92.................................................   22,780            14,555
12/31/93.................................................   29,932            16,022
12/31/94.................................................   30,620            16,233
12/31/95.................................................   44,354            22,333
12/31/96.................................................   48,656            27,463
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1996)
    
 
   
<TABLE>
<CAPTION>
                                             SINCE
                                           INCEPTION*     5 YEARS      3 YEARS       1 YEAR
                                           ----------     -------      -------       ------
<S>                                        <C>            <C>          <C>          <C>
Investment Division
     Putnam New Opportunities
       Division Twenty-Six...............     386.56%      165.64%       62.56%        9.70%
Benchmark Comparison
     S&P 500 Index.......................     174.63%      103.06%       71.41%       22.97%
</TABLE>
    
 
- ---------------
 
* The Fund underlying this Division was initiated on August 31, 1990.
 
                                       29
<PAGE>   210
 
   
Putnam OTC & Emerging Growth Division Twenty-Seven Compared to Russell 2000
Index and S&P 500 Index
    
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
   
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 1, 1987
    
 
   
<TABLE>
<CAPTION>
              OTC & EMERGING GROWTH                         RUSSELL           S&P 500
              DIVISION TWENTY-SEVEN                           2000             INDEX
- --------------------------------------------------          --------          --------
<S>                                       <C>               <C>               <C>
01/01/87................................  $10,000           $10,000           $10,000
12/31/87................................   10,371             9,120            10,525
12/31/88................................   11,932            11,402            12,273
12/31/89................................   15,237            13,256            16,162
12/31/90................................   13,604            10,668            15,660
12/31/91................................   18,971            15,589            20,431
12/31/92................................   21,167            18,458            21,988
12/31/93................................   27,678            21,943            24,204
12/31/94................................   28,020            21,543            24,524
12/31/95................................   43,269            27,672            33,739
12/31/96................................   44,794            32,236            41,488
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1996)
    
 
   
<TABLE>
<CAPTION>
                                              10 YEARS     5 YEARS      3 YEARS       1 YEAR
                                              --------     -------      -------       ------
<S>                                           <C>          <C>          <C>          <C>
Investment Division
     Putnam OTC & Emerging Growth
       Division Twenty-Seven................   347.94%      136.12%       61.84%        3.53%
Benchmark Comparison
     Russell 2000 Index.....................   222.36%      106.80%       46.91%       16.49%
     S&P 500 Index..........................   314.88%      103.06%       71.41%       22.97%
</TABLE>
    
 
Scudder Growth and Income Division Twenty-One Performance Compared to S&P 500
Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
   
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 1, 1987
    
 
   
<TABLE>
<CAPTION>
                     SCUDDER GROWTH AND INCOME                               S&P 500
                        DIVISION TWENTY-ONE                                   INDEX
- -------------------------------------------------------------------          --------
<S>                                                        <C>               <C>
01/01/87.................................................  $10,000           $10,000
12/31/87.................................................   10,222            10,525
12/31/88.................................................   11,309            12,273
12/31/89.................................................   14,114            16,162
12/31/90.................................................   13,616            15,660
12/31/91.................................................   17,236            20,431
12/31/92.................................................   18,649            21,988
12/31/93.................................................   21,292            24,204
12/31/94.................................................   21,576            24,524
12/31/95.................................................   27,955            33,739
12/31/96.................................................   33,721            41,488
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1996)
    
 
   
<TABLE>
<CAPTION>
                                              10 YEARS     5 YEARS      3 YEARS       1 YEAR
                                              --------     -------      -------       ------
<S>                                           <C>          <C>          <C>          <C>
Investment Division
     Scudder Growth and Income
       Division Twenty-One..................   237.21%       95.64%       58.37%       20.63%
Benchmark Comparison
     S&P 500 Index..........................   314.88%      103.06%       71.41%       22.97%
</TABLE>
    
 
                                       30
<PAGE>   211
 
Templeton Foreign Division Thirty-Two Compared to EAFE Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
   
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 1, 1987
    
 
   
<TABLE>
<CAPTION>
                                                                                      EAFE
                     FOREIGN DIVISION THIRTY-TWO                                      INDEX
- ----------------------------------------------------------------------            -------------
<S>                                                      <C>                      <C>
01/01/87...............................................  $      10,000            $      10,000
12/31/87...............................................         12,350                   12,463
12/31/88...............................................         14,922                   15,986
12/31/89...............................................         19,286                   17,671
12/31/90...............................................         18,523                   13,528
12/31/91...............................................         21,692                   15,168
12/31/92...............................................         21,498                   13,322
12/31/93...............................................         29,123                   17,659
12/31/94...............................................         28,939                   19,033
12/31/95...............................................         31,853                   21,166
12/31/96...............................................         37,186                   22,446
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1996)
    
 
   
<TABLE>
<CAPTION>
                                               10 YEARS     5 YEARS      3 YEARS       1 YEAR
                                               --------     -------      -------       ------
<S>                                            <C>          <C>          <C>          <C>
Investment Division
     Templeton Foreign Division Thirty-Two...   271.86%       71.43%       27.69%       16.74%
Benchmark Comparison
     EAFE Index..............................   124.46%       47.98%       27.11%        6.05%
</TABLE>
    
 
   
Twentieth-Century Ultra Division Thirty-One Compared to S&P 500 Index and NASDAQ
Composite Index
    
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
   
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 1, 1987
    
 
   
<TABLE>
<CAPTION>
                                                                                         NASDAQ
                         ULTRA                                      S&P 500             COMPOSITE
                  DIVISION THIRTY-ONE                                INDEX               INDEX*
- -------------------------------------------------------          -------------          ---------
<S>                                       <C>                    <C>                    <C>
01/01/87................................  $      10,000          $      10,000           $10,000
12/31/87................................         10,557                 10,525             9,474
12/31/88................................         11,836                 12,273            10,933
12/31/89................................         16,038                 16,162            13,058
12/31/90................................         17,356                 15,660            10,717
12/31/91................................         32,019                 20,431            16,809
12/31/92................................         32,084                 21,988            19,406
12/31/93................................         38,674                 24,204            22,269
12/31/94................................         36,885                 24,524            21,557
12/31/95................................         50,249                 33,739            30,162
12/31/96................................         56,496                 41,488            37,010
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1996)
    
 
   
<TABLE>
<CAPTION>
                                              10 YEARS     5 YEARS      3 YEARS       1 YEAR
                                              --------     -------      -------       ------
<S>                                           <C>          <C>          <C>          <C>
Investment Division
     Twentieth Century Ultra Division
       Thirty-One...........................   464.96%       76.44%       46.08%       12.43%
Benchmark Comparison
     S&P 500 Index..........................   314.88%      103.06%       71.41%       22.97%
     NASDAQ Composite Index*................   270.10%      120.18%       66.20%       22.71%
</TABLE>
    
 
- ---------------
 
* Does not include dividends reinvested.
 
                                       31
<PAGE>   212
 
Vanguard Fixed Income Securities Fund -- Long-Term Corporate Portfolio Division
Twenty-Two Compared to Merrill Lynch Corporate Master Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
   
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 1, 1987
    
 
   
<TABLE>
<CAPTION>
                                                                        MERRILL LYNCH
                      LONG-TERM CORPORATE                              CORPORATE MASTER
                      DIVISION TWENTY-TWO                                   INDEX
- ---------------------------------------------------------------        ----------------
<S>                                                    <C>             <C>
01/01/87.............................................  $10,000             $10,000
12/31/87.............................................    9,896              10,184
12/31/88.............................................   10,722              11,178
12/31/89.............................................   12,197              12,756
12/31/90.............................................   12,795              13,696
12/31/91.............................................   15,279              16,194
12/31/92.............................................   16,566              17,671
12/31/93.............................................   18,734              19,867
12/31/94.............................................   17,523              19,199
12/31/95.............................................   21,877              23,341
12/31/96.............................................   21,718              24,133
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1996)
    
 
   
<TABLE>
<CAPTION>
                                               10 YEARS     5 YEARS      3 YEARS       1 YEAR
                                               --------     -------      -------       ------
<S>                                            <C>          <C>          <C>          <C>
Investment Division
     Vanguard Fixed Income Securities Fund-
       Long-Term Corporate Portfolio.........   117.18%       42.14%       15.93%       -0.72%
Benchmark Comparison
     Merrill Lynch Corporate Master Index....   141.33%       49.02%       21.47%        3.39%
</TABLE>
    
 
Vanguard Fixed Income Securities Fund -- Long-Term U.S. Treasury Portfolio
Division Twenty-Three Compared to Lehman Brothers U.S. Treasury Long-Term Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
   
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 1, 1987
    
 
   
<TABLE>
<CAPTION>
                                                                         LEHMAN BROS.
                                                                        U.S. TREASURY
                    LONG-TERM U.S. TREASURY                               LONG-TERM
                     DIVISION TWENTY-THREE                                  INDEX
- ---------------------------------------------------------------         -------------
<S>                                                    <C>             <C>
01/01/87.............................................  $10,000             $10,000
12/31/87.............................................    9,588               9,732
12/31/88.............................................   10,336              10,628
12/31/89.............................................   12,040              12,638
12/31/90.............................................   12,579              13,436
12/31/91.............................................   14,590              15,923
12/31/92.............................................   15,478              17,191
12/31/93.............................................   17,853              20,157
12/31/94.............................................   16,392              18,616
12/31/95.............................................   21,065              24,329
12/31/96.............................................   20,417              24,118
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1996)
    
 
   
<TABLE>
<CAPTION>
                                              10 YEARS     5 YEARS      3 YEARS       1 YEAR
                                              --------     -------      -------       ------
<S>                                           <C>          <C>          <C>          <C>
Investment Division
     Vanguard Fixed Income Securities Fund
       Long-Term U.S. Treasury Portfolio....   104.17%       39.93%       14.36%       -3.08%
Benchmark Comparison
     Lehman Brothers U.S. Treasury
       Long-Term Index......................   141.18%       51.47%       19.65%       -0.87%
</TABLE>
    
 
                                       32
<PAGE>   213
 
Vanguard/Wellington Division Twenty-Five Compared to S&P 500 Index and Merrill
Lynch Corporate Master Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
   
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 1, 1987
    
 
   
<TABLE>
<CAPTION>
                        VANGUARD WELLINGTON                                  BLENDED
                       DIVISION TWENTY-FIVE                                   INDEX*
- -------------------------------------------------------------------          --------
<S>                                                        <C>               <C>
01/01/87.................................................  $10,000           $10,000
12/31/87.................................................   10,101            10,536
12/31/88.................................................   11,583            12,035
12/31/89.................................................   13,913            15,098
12/31/90.................................................   13,356            15,199
12/31/91.................................................   16,311            19,198
12/31/92.................................................   17,385            20,772
12/31/93.................................................   19,493            23,044
12/31/94.................................................   19,159            22,980
12/31/95.................................................   25,154            30,291
12/31/96.................................................   28,849            35,096
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1996)
    
 
   
<TABLE>
<CAPTION>
                                              10 YEARS     5 YEARS      3 YEARS       1 YEAR
                                              --------     -------      -------       ------
<S>                                           <C>          <C>          <C>          <C>
Investment Division
     Vanguard/Wellington Division
       Twenty-Five..........................   188.49%       76.87%       48.00%       14.69%
Benchmark Comparison
     Blended Index*.........................   250.96%       82.81%       52.30%       15.86%
</TABLE>
    
 
- ---------------
 
* The Blended Index reflects an allocation of investments in the following
  indexes: 65% of investments included in the S&P 500 Index and 35% of
  investments included in the Merrill Lynch Corporate Master Index.
 
  Vanguard/Windsor II Division Twenty-Four Compared to S&P 500 Index
 
                        HYPOTHETICAL $10,000 ACCOUNT VALUE
   
        ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 1, 1987
    
 
   
<TABLE>
<CAPTION>
                        VANGUARD WINDSOR II                                  S&P 500
                       DIVISION TWENTY-FOUR                                   INDEX
- -------------------------------------------------------------------          --------
<S>                                                        <C>               <C>
01/01/87.................................................  $10,000           $10,000
12/31/87.................................................    9,665            10,525
12/31/88.................................................   11,906            12,273
12/31/89.................................................   15,032            16,162
12/31/90.................................................   13,364            15,660
12/31/91.................................................   16,988            20,431
12/31/92.................................................   18,790            21,988
12/31/93.................................................   21,083            24,204
12/31/94.................................................   20,580            24,524
12/31/95.................................................   28,221            33,739
12/31/96.................................................   34,589            41,488
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1996)
    
 
   
<TABLE>
<CAPTION>
                                              10 YEARS     5 YEARS      3 YEARS       1 YEAR
                                              --------     -------      -------       ------
<S>                                           <C>          <C>          <C>          <C>
Investment Division
     Vanguard/Windsor II Division
       Twenty-Four..........................   245.89%      103.61%       64.06%       22.56%
Benchmark Comparison
     S&P 500 Index..........................   314.88%      103.06%       71.41%       22.97%
</TABLE>
    
 
                                       33
<PAGE>   214
 
                                PAYOUT PAYMENTS
 
ASSUMED INVESTMENT RATE
 
     The discussion concerning the amount of payout 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 payout 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: 3%, 4 1/2%, 5% or 6% per
annum. (Note: an Assumed Investment Rate higher than 5% may not be selected
under individual Contracts.) The foregoing Assumed Investment Rates are used
merely in order to determine the first monthly payment per thousand dollars of
value. It should not be inferred that such rates will bear any relationship to
the actual net investment experience of VALIC Separate Account A.
 
AMOUNT OF PAYOUT PAYMENTS
 
     The amount of the first variable annuity payment to the Annuitant will
depend on the amount of the Account Value applied to effect the variable annuity
as of the tenth day immediately preceding the date payout 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
payout payment under each payout option for each $1,000 of Account Value (after
the deduction for any premium tax) at various ages. These tables are based upon
the 1983 Table A (promulgated by the Society of Actuaries) and an Assumed
Investment Rate of 3%, 3 1/2%, 4% and 5% per annum (3 1/2% in the group
Contract).
 
     The portion of the first monthly variable payout payment derived from a
Division of VALIC Separate Account A is divided by the Payout Unit value for
that Division (calculated ten days prior to the date of the first monthly
payment) to determine the number of Payout Units in each Division represented by
the payment. The number of such units will remain fixed during the Payout
Period, assuming the Annuitant makes no transfers of Payout Units to provide
Payout Units under another Division or to provide a fixed annuity.
 
     In any subsequent month, the dollar amount of the variable payout payment
derived from each Division is determined by multiplying the number of Payout
Units in that Division by the value of such Payout Unit on the tenth day
preceding the due date of such payment. The Payout Unit value will increase or
decrease in proportion to the net investment return of the Division or Divisions
underlying the variable payout since the date of the previous payout payment,
less an adjustment to neutralize the 3 1/2% or other Assumed Investment Rate
referred to above.
 
     Therefore, the dollar amount of variable payout 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 payout 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 payout 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 payout payments are to be
made under one of the first four payout 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 payout
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.
 
PAYOUT UNIT VALUE
 
     The value of a Payout Unit is calculated at the same time that the value of
an Purchase Unit
 
                                       34
<PAGE>   215
 
is calculated and is based on the same values for Fund shares and other assets
and liabilities. (See "Purchase Period" in the prospectus.) The calculation of
Payout Unit value is discussed in the prospectus under "Payout Period."
 
     The following illustrations show, by use of hypothetical examples, the
method of determining the Payout Unit value and the amount of variable annuity
payments.
 
                ILLUSTRATION OF CALCULATION OF PAYOUT UNIT VALUE
 
     Example 8.
 
<TABLE>
<S>                                                           <C>
 1. Payout 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. Payout Unit value, end of period (1)X(4)................  $1.002993
</TABLE>
 
                        ILLUSTRATION OF PAYOUT PAYMENTS
 
     Example 9. Annuitant age 65, Life Annuity with 120 Payments Certain
 
<TABLE>
<S>                                                           <C>
 1. Number of Purchase Units at Payout Date.................   10,000.00
 
 2. Purchase Unit value (see Example 3).....................  $     1.800000
 
 3. Account Value of Contract (1)X(2).......................  $18,000.00
 
 4. First monthly Payout Payment per $1,000 of Account
  Value.....................................................  $     5.63
 
 5. First monthly Payout Payment (3)X(4)/1,000..............  $   101.34
 
 6. Payout Unit value (see Example 10)......................  $      .980000
 
 7. Number of Payout Units (5)/(6)..........................      103.408
 
 8. Assume Payout Unit value for second month equal to......  $      .997000
 
 9. Second monthly Payout Payment (7)X(8)...................  $   103.10
 
10. Assume Payout Unit value for third month equal to.......  $      .953000
 
11. Third monthly Payout Payment (7)X(10)...................  $    98.55
</TABLE>
 
                                       35
<PAGE>   216
 
                   DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS
 
     The Company has qualified or intends to qualify the Contracts for sale in
all fifty states and the District of Columbia and will commence offering the
Contracts promptly upon qualification in each such jurisdiction.
 
     The Contracts are sold in a continuous offering by licensed insurance
agents who are registered representatives of broker-dealers which are members of
the National Association of Securities Dealers, Inc. (the "NASD"). The principal
underwriter for VALIC Separate Account A is the Underwriter as defined above, a
wholly-owned subsidiary of the Company. The Underwriter's address is 2929 Allen
Parkway, Houston, Texas 77019. The Underwriter is a Texas corporation organized
in 1970 and is a member of the NASD.
 
     The licensed agents who sell the Contracts will be compensated for such
sales by commissions ranging up to 5% of each Purchase Payment. Managers who
supervise the agents will receive overriding commissions ranging up 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 VALIC Separate Account A in
addition to the charges described under "Fees and Charges" in the prospectus.)
 
   
     Pursuant to its underwriting agreement with the Underwriter and VALIC
Separate Account A, the Company reimburses the Underwriter for reasonable sales
expenses, including overhead expenses. Sales commissions for year 1996 were
$11,530,000.
    
 
                                    EXPERTS
 
   
     The consolidated financial statements of the Company at December 31, 1996
and 1995, and for each of the three years in the period ended December 31, 1996,
and the financial statements of the Company's Separate Account A at December 31,
1996 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.
    
 
                                       36
<PAGE>   217
 
                        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 Six, Ten, Twelve, Thirteen, Fifteen, Seventeen, Twenty-one,
Twenty-two, Twenty-three, Twenty-four, Twenty-five, Twenty-six, Twenty-seven,
Twenty-eight, Twenty-nine, Thirty, Thirty-one and Thirty-two are the only
Divisions available under the Contracts described in the Prospectus. The
Separate Account financial statements contained herein reflect the composition
of the Separate Account as of December 31, 1996, and for the fiscal year then
ended.
    
 
                                       37
<PAGE>   218
                                 [PICTURE]


                                [VALIC LOGO]

<PAGE>   219

                  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 Subsidiaries as of December 31,
1996 and 1995, 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, 1996. 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 Subsidiaries at December 31, 1996 and 1995,
and the consolidated results of their operations and their cash flows for each
of the three years in the period ended December 31, 1996, in conformity with
generally accepted accounting principles.

                                                    /s/ ERNST & YOUNG



Houston, Texas
February 14, 1997


<PAGE>   220


                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

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

CONSOLIDATED BALANCE SHEET

At December 31
In Thousands


<TABLE>
<CAPTION>
                                                                           1996          1995
                                                                        -----------   -----------
<S>                                                                     <C>           <C>        
ASSETS
Investments - Notes 2, 6, 7, 8:
  Fixed maturity securities
     (amortized cost: $19,667,491 in 1996 and $18,590,102 in 1995)      $20,189,473   $19,745,726
  Equity securities (cost: $8,624 in 1996 and $56,825 in 1995)                8,589        71,770
  Mortgage loans on real estate                                           1,349,855     1,443,817
  Real estate, net of accumulated depreciation
     of $69 in 1996 and $99 in 1995                                          37,130        23,365
  Policy loans                                                              639,200       557,637
  Other long-term invested assets                                            35,945        16,929
  Short-term investments                                                     53,000        39,277
                                                                        -----------   -----------
     Total investments                                                   22,313,192    21,898,521
                                                                        -----------   -----------
Investment income receivable                                                315,118       292,967
Cash on deposit and on hand                                                  24,360        27,794
Receivable for securities sold                                               18,654        51,947
Deferred policy acquisition costs - Note 3                                  557,748       182,546
Due from reinsurer, net                                                      15,700        16,873
Other assets                                                                 45,798        37,912
Assets held in Separate Accounts                                          7,134,412     4,540,889
                                                                        -----------   -----------
     Total assets                                                       $30,424,982   $27,049,449
                                                                        -----------   -----------
LIABILITIES
Policy reserves for fixed annuity investment contracts                  $21,067,429   $20,146,697
Payable for securities purchased                                                575        26,885
Remittances not allocated                                                    66,473        52,913
Commissions, general expenses, and taxes (other than income taxes)           41,642        44,380
Other liabilities                                                            75,636        51,768
Income tax liabilities - Note 4                                             265,160       387,076
Liabilities related to Separate Accounts                                  7,134,412     4,540,889
                                                                        -----------   -----------
     Total liabilities                                                   28,651,327    25,250,608
                                                                        -----------   -----------
STOCKHOLDER'S EQUITY
Common stock (voting) par value $1 per share, 5,000 shares authorized
  and 3,575 issued and outstanding in 1996 and 1995 - Note 5                  3,575         3,575
Additional paid-in capital                                                  459,281       384,126
Retained earnings                                                         1,143,947     1,014,520
Net unrealized investment gains - Note 2                                    166,852       396,620
                                                                        -----------   -----------
     Total stockholder's equity                                           1,773,655     1,798,841
                                                                        -----------   -----------
     Total liabilities and stockholder's equity                         $30,424,982   $27,049,449
                                                                        -----------   -----------

</TABLE>

                See notes to consolidated financial statements.



                                       2
<PAGE>   221


                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

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

CONSOLIDATED STATEMENT OF INCOME

For the Years Ended December 31,
In Thousands


<TABLE>
<CAPTION>
                                                                   1996           1995           1994
                                                                -----------    -----------    -----------
<S>                                                             <C>            <C>            <C>
REVENUES

Surrender charges                                               $    12,348    $     9,967    $     9,964
Mortality charges                                                    59,955         34,965         21,136
Expense charges                                                       5,654          5,122          5,528
Net investment income - Note 2                                    1,654,496      1,597,681      1,493,942
Net reinsurance income                                                1,528          1,573          1,908
Realized investment gains (losses) - Note 2                          21,551         (7,149)       (71,950)
Other income                                                         10,920          6,878          6,517
                                                                -----------    -----------    -----------
   Total revenues                                                 1,766,452      1,649,037      1,467,045
                                                                -----------    -----------    -----------
COSTS AND EXPENSES

Policy costs:
   Increase in policy reserves for fixed annuity contracts        1,243,993      1,203,986      1,133,547
                                                                -----------    -----------    -----------
      Total costs                                                 1,243,993      1,203,986      1,133,547
                                                                -----------    -----------    -----------
Expenses:
   Commissions                                                       97,630         84,670         73,198
   Salaries                                                          54,016         48,227         42,742
   Data processing                                                   12,088         13,200         10,908
   Postage and telephone                                             11,308         10,710          8,137
   Sales promotion                                                   10,394          9,361          8,024
   Printing and supplies                                              5,290          4,721          4,372
   Guaranty association assessments - Note 9                          2,678         18,961          6,300
   Other expenses                                                    49,875         44,055         43,029
   Amortization of deferred policy acquisition costs - Note 3        31,201         16,841         13,263
   Policy acquisition costs deferred - Note 3                      (116,818)      (104,702)       (88,046)
                                                                -----------    -----------    -----------
      Total expenses                                                157,662        146,044        121,927
                                                                -----------    -----------    -----------
      Total costs and expenses                                    1,401,655      1,350,030      1,255,474
                                                                -----------    -----------    -----------
EARNINGS

Income before income tax expense                                    364,797        299,007        211,571
Income tax expense - Note 4                                         124,370         99,720         70,183
                                                                -----------    -----------    -----------
   Net income                                                   $   240,427    $   199,287    $   141,388
                                                                -----------    -----------    -----------
</TABLE>

                See notes to consolidated financial statements.


                                       3


<PAGE>   222


                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY 

For the Years Ended December 31, 
In Thousands

<TABLE>
<CAPTION>
                                              1996           1995           1994
                                           -----------    -----------    -----------
<S>                                        <C>            <C>            <C>        
COMMON STOCK

Balance at beginning and end of year       $     3,575    $     3,575    $     3,575
                                           -----------    -----------    -----------

ADDITIONAL PAID-IN-CAPITAL

Balance at beginning of year                   384,126        382,733        382,727
  Capital contribution from stockholder         75,155          1,393              6
                                           -----------    -----------    -----------
Balance at end of year                         459,281        384,126        382,733
                                           -----------    -----------    -----------

RETAINED EARNINGS

Balance at beginning of year                 1,014,520        910,233        821,845
  Net income                                   240,427        199,287        141,388
  Dividends paid to stockholder               (111,000)       (95,000)       (53,000)
                                           -----------    -----------    -----------
Balance at end of year                       1,143,947      1,014,520        910,233
                                           -----------    -----------    -----------

NET UNREALIZED INVESTMENT GAINS (LOSSES)

Balance at beginning of year                   396,620       (563,481)       348,470
  Change during year                          (229,768)       960,101       (911,951)
                                           -----------    -----------    -----------
Balance at end of year                         166,852        396,620       (563,481)
                                           -----------    -----------    -----------

STOCKHOLDER'S EQUITY
Balance at end of year                     $ 1,773,655    $ 1,798,841    $   733,060
                                           -----------    -----------    -----------

</TABLE>

              See notes to consolidated financial statements.


                                       4


<PAGE>   223



                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF CASH FLOWS 

For the Years Ended December 31, 
In Thousands


<TABLE>
<CAPTION>
                                                                1996            1995            1994
                                                             ------------    ------------    ------------
<S>                                                          <C>             <C>             <C>         
OPERATING ACTIVITIES

Net Income                                                   $    240,427    $    199,287    $    141,388
Reconciling adjustments to net cash provided by
 operating activities:
   Insurance and annuity liabilities                            1,243,993       1,203,986       1,133,547
   Deferred policy acquisition costs                              (85,617)        (87,861)        (74,783)
   Other, net                                                     (50,233)         28,179         (41,944)
                                                             ------------    ------------    ------------
     Net cash provided by operating activities                  1,348,570       1,343,591       1,158,208
                                                             ------------    ------------    ------------
INVESTING ACTIVITIES

Investment purchases                                          (14,883,271)     (9,671,304)     (7,827,877)
Investment calls, maturities, and sales                        13,897,479       8,025,420       6,456,637
Net (increase) decrease in short-term investments                 (13,722)        120,745        (160,022)
                                                             ------------    ------------    ------------
     Net cash used for investing activities                      (999,514)     (1,525,139)     (1,531,262)
                                                             ------------    ------------    ------------
FINANCING ACTIVITIES

Policyholder account deposits                                   2,896,090       2,553,928       2,227,803
Policyholder account withdrawals                               (1,276,008)       (996,324)     (1,004,953)
Transfers to Separate Accounts                                 (1,936,727)     (1,273,778)       (723,994)
Capital contribution from stockholder                              75,155           1,607               6
Net decrease in short-term debt                                      --              --           (59,000)
Dividends paid                                                   (111,000)        (95,000)        (53,000)
                                                             ------------    ------------    ------------
     Net cash used for or provided by financing activities       (352,490)        190,433         386,862
                                                             ------------    ------------    ------------
NET CHANGE IN CASH

Net increase (decrease) in cash                                    (3,434)          8,885          13,808
Cash at beginning of year                                          27,794          18,909           5,101
                                                             ------------    ------------    ------------
     Cash at end of year                                     $     24,360    $     27,794    $     18,909
                                                             ------------    ------------    ------------

</TABLE>

            See notes to consolidated financial statements.


                                       5


<PAGE>   224


                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

- --------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

December 31, 1996 
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 through exclusive 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) and include the accounts
of VALIC and its wholly owned subsidiaries. All material intercompany
transactions have been eliminated in consolidation. Certain items in the prior
years' financial statements have been reclassified to conform with the 1996
presentation.

     The preparation of financial statements requires management to make
estimates and assumptions that affect amounts reported in the financial
statements and disclosures of contingent assets and liabilities. Ultimate
results could differ from these estimates.

1.3  INVESTMENTS

     FIXED MATURITY AND EQUITY SECURITIES. All fixed maturity and equity
securities are 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 fair 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
and loans for which management has a concern based on its assessment of risk
factors, such as potential non-payment or non-monetary default. The allowance
is based on a loan-specific review and a formula that reflects past results and
current trends.

     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 unpaid principal balance.

     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 delinquent mortgage loans is
recorded as income when received. Dividends are recorded as income on
ex-dividend dates.

     REALIZED INVESTMENT GAINS (LOSSES). Realized investment gains (losses) are
recognized using the specific identification method.

1.4  DERIVATIVES RELATED TO INVESTMENTS

     VALIC's use of derivative financial instruments is generally limited to
interest rate and currency swap agreements. The difference between amounts paid
and received on swap agreements is recorded on an accrual basis as an
adjustment to investment income over the periods covered by the agreements. The
related amount payable to or receivable from counterparties is included in
other liabilities or assets.

     The fair values of swap agreements are recognized in the consolidated
balance sheet if they hedge investments carried at fair value or if they hedge
anticipated purchases of such investments. In this event, changes in the fair
value of a swap agreement are reported in net unrealized gains (losses) on
securities included in stockholder's equity, consistent with the treatment of
the related investment security.

     For swap agreements hedging anticipated investment 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.

     Swap agreements generally have terms of two to ten years. Any gain or loss
from early termination of a swap agreement is deferred and amortized into
income over the remaining term of the related investment. If the underlying
investment is extinguished or sold, any related gain or loss on swap agreements
is recognized in income.


                                       6


<PAGE>   225


                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

- --------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

December 31, 1996
- --------------------------------------------------------------------------------

1.5  DEFERRED POLICY ACQUISITION COSTS 
      (DPAC)

     Certain costs of writing an insurance policy, including commissions,
underwriting, and marketing expenses, are deferred and reported as DPAC. DPAC
is charged to expense in relation to the estimated gross profits of the
insurance contracts, including realized gains (losses).

     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 value of DPAC on at least an annual basis.
Management considers estimated future gross profit margins as well as expected
mortality, interest earned and credited rates, persistency, and expenses in
determining whether the carrying amount is recoverable.

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
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. 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 fixed maturity securities is included in net unrealized
gains (losses) in stockholder's equity.

1.10 STATUTORY ACCOUNTING

     State insurance laws and regulations 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>
                                         1996         1995         1994
                                      ----------   ----------   ----------
<S>                                   <C>          <C>          <C>       
Net Income                            $  213,686   $  157,622   $  171,486
                                      ----------   ----------   ----------
Stockholder's equity                  $1,077,366   $  926,654   $  869,026
                                      ----------   ----------   ----------
</TABLE>



                                       7


<PAGE>   226


                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

- --------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

December 31, 1996
- --------------------------------------------------------------------------------

                                       2
===============================================================================
                                  INVESTMENTS
===============================================================================

2.1  INVESTMENT INCOME

     Income by type of investment was as follows:


<TABLE>
<CAPTION>
                                       1996         1995         1994
                                     ----------   ----------   ----------
<S>                                  <C>          <C>          <C>       
Non-affiliated fixed
 maturity securities                 $1,471,879   $1,414,644   $1,300,028
Affiliated fixed
 maturity securities                      2,851        3,181        3,342
Equity securities                           782        4,281        2,529
Mortgage loans on
 real estate                            140,492      149,974      163,263
Other                                    51,040       36,473       36,226
                                     ----------   ----------   ----------
 Gross investment income              1,667,044    1,608,553    1,505,388
 Investment expenses                     12,548       10,872       11,446
                                     ----------   ----------   ----------
  Net investment income              $1,654,496   $1,597,681   $1,493,942
                                     ----------   ----------   ----------
</TABLE>

     The carrying value of investments that produced no investment income
during 1996 totaled $6,455 or 0.03% 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 or financial position.

     Derivative financial instruments related to investment securities did not
have a material effect on net investment income in any of the three years ended
December 31, 1996.

2.2  REALIZED INVESTMENT GAINS (LOSSES)

     Realized investment gains (losses) were as follows:

<TABLE>
<CAPTION>
                                      1996        1995        1994
                                    --------    --------    --------
<S>                                 <C>         <C>         <C>      
Fixed maturity securities           $  1,417    $    832    $(83,950)
Equity securities                     15,795       7,706       2,143
Mortgage loans on real estate          4,635     (24,465)    (11,640)
Real estate                              389       3,767       1,608
Other                                   (685)      5,011      19,889
                                    --------    --------    --------
 Realized gains (losses)
  before taxes                        21,551      (7,149)    (71,950)
Income tax expense (benefit)           7,543      (1,414)    (25,183)
                                    --------    --------    --------
 Net realized investment
  gains (losses)                    $ 14,008    $ (5,735)   $(46,767)
                                    --------    --------    --------
</TABLE>

     Proceeds from sales of fixed maturity securities were $3,052,550,
$1,432,183, and $1,128,925 during 1996, 1995, and 1994, respectively. Gross
gains of $28,173, $15,722, and $7,610 and gross losses of $36,802, $30,518, and
$89,917, were realized on those sales during 1996, 1995, and 1994,
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. Amortized cost and fair value of fixed maturity and equity
securities at December 31 were as follows:

<TABLE>
<CAPTION>
                                            Amortized Cost           Gross Unrealized Gains 
                                       -------------------------   -------------------------
                                           1996          1995          1996          1995 
                                       -----------   -----------   -----------   -----------
<S>                                    <C>           <C>           <C>           <C>        
U.S. Treasury securities and
 obligations of U.S. government
 corporations and agencies             $   219,426   $   173,879   $    20,025   $    33,063
Obligations of states and
 political subdivisions                     32,308        32,349           840         1,467
Debt securities issued by
 foreign governments                       241,908       238,592        10,958        19,639
Corporate securities                    13,211,735    11,338,933       457,461       792,302
Mortgage-backed securities               5,932,878     6,771,473       150,021       333,436
Affiliated fixed maturity securities        29,236        32,275          --            --   
Redeemable preferred stock                    --           2,601          --            --   
                                       -----------   -----------   -----------   -----------
 Total fixed maturity securities       $19,667,491   $18,590,102   $   639,305   $ 1,179,907
                                       -----------   -----------   -----------   -----------
Equity securities                      $     8,624   $    56,825   $        61   $    14,966
                                       ===========   ===========   ===========   ===========
<CAPTION>
                                        Gross Unrealized Losses             Fair Value
                                       -------------------------   -------------------------
                                           1996           1995           1996          1995
                                       -----------    -----------    -----------   -----------
<S>                                    <C>            <C>            <C>           <C>        
U.S. Treasury securities and
 obligations of U.S. government
 corporations and agencies             $      (465)   $       (25)   $   238,986   $   206,917
Obligations of states and
 political subdivisions                       (197)           (15)        32,951        33,801
Debt securities issued by
 foreign governments                          (122)          --          252,744       258,231
Corporate securities                       (76,389)       (20,225)    13,592,807    12,111,010
Mortgage-backed securities                 (40,150)        (3,924)     6,042,749     7,100,985
Affiliated fixed maturity securities          --             --           29,236        32,275
Redeemable preferred stock                    --              (94)          --           2,507
                                       -----------    -----------    -----------   -----------
 Total fixed maturity securities       $  (117,323)   $   (24,283)   $20,189,473   $19,745,726
                                       -----------    -----------    -----------   -----------
Equity securities                      $       (96)   $       (21)   $     8,589   $    71,770
                                       ===========    ===========    ===========   ===========
</TABLE>



                                       8


<PAGE>   227

                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

- --------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

December 31, 1996
- --------------------------------------------------------------------------------

2.3  FIXED MATURITY AND EQUITY SECURITIES- 
       (CONTINUED)

     MATURITIES. The contractual maturities of fixed maturity securities at
December 31, 1996 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                          $   125,977   $   127,799
   In years two through five                      2,601,072     2,705,686
   In years six through ten                       7,872,259     8,097,598
   After ten years                                3,135,304     3,215,641
Mortgage-backed securities                        5,932,879     6,042,749
                                                -----------   -----------
      Total fixed maturity securities           $19,667,491   $20,189,473
                                                -----------   -----------
</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>
                                         1996           1995
                                      -----------    -----------
<S>                                   <C>            <C>        
Gross unrealized gains                $   639,366    $ 1,194,873
Gross unrealized losses                  (117,419)       (24,304)
DPAC adjustments                         (261,363)      (551,624)
Deferred federal income taxes             (93,732)      (222,325)
                                      -----------    -----------
 Net unrealized gains
  on securities                       $   166,852    $   396,620
                                      -----------    -----------
</TABLE>

2.5  MORTGAGE LOANS ON REAL ESTATE -
      (CONTINUED)

     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.

2.5  MORTGAGE LOANS ON REAL ESTATE - 
      (CONTINUED)

     At December 31 the mortgage loan portfolio was distributed as follows:


<TABLE>
<CAPTION>
                                   1996           1995
                                -----------    -----------
<S>                             <C>            <C>        
Geographic distribution:
  Atlantic                      $   656,073    $   677,739
  Pacific and Mountain              406,948        455,009
  Central                           331,411        365,282
  Allowance for losses              (44,577)       (54,213)
                                -----------    -----------
    Total mortgage loans        $ 1,349,855    $ 1,443,817
                                -----------    -----------
Property type:
  Office                        $   456,818    $   478,493
  Retail                            451,668        461,272
  Industrial                        221,532        223,374
  Apartments                        190,583        242,469
  Residential and other              73,831         92,422
  Allowance for losses              (44,577)       (54,213)
                                -----------    -----------
    Total mortgage loans        $ 1,349,855    $ 1,443,817
                                -----------    -----------
</TABLE>

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

<TABLE>
<CAPTION>
                                  1996         1995         1994
                                ---------    ---------    ---------
<S>                             <C>          <C>          <C>      
Balance at January 1            $  54,213    $  55,665    $  48,612
Net additions (a)                  (3,845)      12,619        9,926
Deductions (b)                     (5,791)     (14,071)      (2,873)
                                ---------    ---------    ---------
 Balance at December 31         $  44,577    $  54,213    $  55,665
                                ---------    ---------    ---------
</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>
                                 1996      1995
                               --------- ---------
<S>                            <C>       <C>      
Impaired loans:
With allowance*                $  46,346 $  63,167
Without allowance                    236     2,577
                               --------- ---------
  Total impaired loans         $  46,582 $  65,744
                               --------- ---------
Average investment             $  56,163 $  83,049
Interest income earned             4,816     7,012
Interest income - cash basis       4,617     6,539
                               --------- ---------
</TABLE>

*    Represents gross amounts before allowance for mortgage loan losses of
     $6,848 and $17,701, respectively.



                                       9


<PAGE>   228


                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

- --------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

December 31, 1996
- --------------------------------------------------------------------------------

                                       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>
                                         1996         1995         1994
                                      ---------    ---------    ---------
<S>                                   <C>          <C>          <C>      
Balance at January 1                  $ 182,546    $ 910,479    $ 113,116
Deferrals:
 Commissions                             62,760       52,959       44,899
 Other acquisition costs                 54,058       51,743       43,147
Amortization:
 Accretion of interest                   59,810       54,086       47,170
 Operating earnings                     (91,011)     (70,927)     (60,433)
Offset to realized
 (gains) losses                            (676)       4,991       19,812
Effect of net unrealized
 (gains) losses on securities           290,261     (820,785)     702,768
                                      ---------    ---------    ---------
Balance at December 31                $ 557,748    $ 182,546    $ 910,479
                                      ---------    ---------    ---------
</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.

4.2  TAX LIABILITIES

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


<TABLE>
<CAPTION>
                                             1996         1995
                                           ---------    ---------
<S>                                        <C>          <C>      
Current tax liabilities (assets)           $  (4,551)   $  10,740
Deferred tax liabilities, applicable to:
 Basis differential of investments           201,122      428,863
 DPAC                                        192,815       61,915
 Other                                         8,025        2,480
                                           ---------    ---------
   Total deferred tax liabilities            401,962      493,258
                                           ---------    ---------
Deferred tax assets, applicable to:
 Policy reserves                            (118,595)    (100,014)
 Basis differential of investments            (6,219)      (7,527)
 Other                                        (7,437)      (9,381)
                                           ---------    ---------
   Total deferred tax assets                (132,251)    (116,922)
                                           ---------    ---------
     Net deferred tax liabilities            269,711      376,336
                                           ---------    ---------
       Total income tax liabilities        $ 265,160    $ 387,076
                                           ---------    ---------
</TABLE>

4.3  TAX EXPENSE

     Components of income tax expense were as follows:

<TABLE>
<CAPTION>
                                   1996         1995         1994
                                 ---------    ---------    ---------
<S>                              <C>          <C>          <C>      
Current:
  Federal                        $  99,560    $  99,273    $  52,973
  State                              2,842        3,224        2,368
                                 ---------    ---------    ---------
    Total current income
       tax expense                 102,402      102,497       55,341
                                 ---------    ---------    ---------
Deferred, applicable to:
  DPAC                              29,308       32,174       32,800
  Policy reserves                  (18,581)     (28,780)     (31,085)
  Basis differential of
    investments                      2,754         (786)       7,189
  Other, net                         8,487       (5,385)       5,938
                                 ---------    ---------    ---------
  Total deferred income
    tax expense (benefit)           21,968       (2,777)      14,842
                                 ---------    ---------    ---------
    Income tax expense           $ 124,370    $  99,720    $  70,183
                                 ---------    ---------    ---------
</TABLE>

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

<TABLE>
<CAPTION>
                                   1996          1995          1994
                                 ---------     ---------     ---------
<S>                              <C>           <C>           <C>      
Federal income tax rate                 35%           35%           35%
Income tax expense at
 applicable rate                 $ 127,679     $ 104,652     $  74,050
Dividends received
 deduction                          (4,935)       (3,883)       (3,392)
Tax-exempt interest (ESOP)          (3,865)       (4,426)       (4,670)
State income taxes                   3,311         2,918         7,051
Other items                          2,180           459        (2,856)
                                 ---------     ---------     ---------
 Income tax expense              $ 124,370     $  99,720     $  70,183
                                 ---------     ---------     ---------
</TABLE>

     Federal income taxes paid in 1996, 1995, and 1994 were $114,478, $52,790,
and $122,608, respectively. State income taxes paid in 1996, 1995 and 1994 were
$3,060, $2,653, and $3,390 respectively.



                                       10


<PAGE>   229


                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

- --------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

December 31, 1996
- --------------------------------------------------------------------------------

                                       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 1997 is
$205,992.

                                       6
================================================================================
                        DERIVATIVE FINANCIAL INSTRUMENTS
================================================================================

     Derivative financial instruments related to investment securities at
December 31, 1996 were as follows:


<TABLE>
      <S>                                                     <C>
      Interest rate swap agreements to pay fixed rate
       Notional amount                                        $27,000
       Average receive rate                                      6.88%
       Average pay rate                                          5.61
      Currency swap agreements (receive U.S.$/pay Canadian$)
       Notional amount (in U.S.$)                             $89,535
       Average exchange rate                                     1.56
</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>
                                                  1996                                 1995
                                       ------------------------------       ----------------------------- 
                                         FAIR              CARRYING            FAIR            CARRYING
                                         VALUE              AMOUNT             VALUE             AMOUNT
                                       -----------        -----------       -----------       ----------- 
<S>                                    <C>                <C>               <C>               <C>         
Assets
 Fixed maturity and equity securities  $20,198,062*       $20,198,062*      $19,817,496*      $19,817,496*
 Mortgage loans on real estate           1,352,994          1,349,855         1,473,598         1,443,817
 Policy loans                              637,870            639,200           567,199           557,637
Liabilities
 Insurance investment contracts         19,753,088         21,067,429        19,883,419        20,146,697
                                       -----------        -----------       -----------       ----------- 
</TABLE>

* Includes derivative financial instruments with negative fair value of $7,872
  in 1996 and negative fair value of $1,121 in 1995.

     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
risk-adjusted discount rates.

     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 was estimated using cash flows discounted at market interest rates.




                                       11


<PAGE>   230



                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

- --------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

December 31, 1996
- --------------------------------------------------------------------------------

                                       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, 1996 were as follows:

     Operating expenses include $17,533 in 1996, $21,173 in 1995, and $23,138
in 1994 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 $455 in 1996, $1,662 in 1995, and $525 in 1994.

     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, 1996, 1995, and 1994. VALIC recognized $1,372 in interest income
during 1996, $1,452 for 1995, and $1,532 for 1994.

     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, 1996, December 29,
1995, and December 31, 1994. VALIC recognized $1,479, $1,729, and $1,810 of
interest income on the note during 1996, 1995, and 1994, respectively.

     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 $111,000, $31.05 per share; $95,000,
$26.57 per share, and $53,000, $14.83 per share, in 1996, 1995, and 1994,
respectively.

     On May 15, 1996, VALIC sold SC Financial Corp Mortgage Notes with a book
value of $13,000 to American General Life Insurance Company of NY. Proceeds
from the sale totaled $13,033 with a profit of $33 recognized on the
transaction.

     On December 30, 1996, VALIC received a capital contribution of $75,000
from AGL.

                                       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 $2,678, $18,961, and
$6,300, for the years ended December 31, 1996, 1995, and 1994, respectively.
The accrued liability for anticipated assessments was $13,661, $20,249, and
$10,214, at December 31, 1996, 1995, and 1994, respectively. The 1996 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>   231


                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

- --------------------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- CONTINUED

December 31, 1996
- --------------------------------------------------------------------------------

10.1 PENSION PLANS - (CONTINUED)

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

<TABLE>
<CAPTION>
                                        1996        1995        1994
                                       -------     -------     -------
<S>                                    <C>         <C>         <C>    
Service cost (benefits earned)
 during period                         $   917     $   601     $   759
Interest cost on projected
 benefit obligation                        843         635         551
Actual (return) loss on
 plan assets                            (2,785)     (1,249)        414
Amortization of unrecognized
 net asset existing at date of
 initial application                       (23)        (72)        (58)
Amortization of unrecognized
 prior service cost                         44          44          35
Deferral of net asset gain (loss)        2,210         749        (920)
                                       -------     -------     -------
 Total pension expense                 $ 1,206     $   708     $   781
                                       -------     -------     -------
Weighted-average discount rate
 on benefit obligation                    7.50%       7.25%       8.50%
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, 1996 and 1995 for VALIC's
defined benefit pension plan:


<TABLE>
<CAPTION>
                                                   1996        1995
                                                 --------    --------
<S>                                              <C>         <C>     
Actuarial present value of benefit obligation:
 Vested                                          $  8,265    $  6,983
 Nonvested                                          1,251       1,127
                                                 --------    --------
Accumulated benefit obligation                      9,516       8,110
Effect of increase in compensation levels           2,474       2,219
                                                 --------    --------
Projected benefit obligation                       11,990      10,329
Plan assets at fair value                           9,120       6,406
                                                 --------    --------
Plan assets in excess of projected
 benefit obligation                                (2,870)     (3,923)
Unrecognized net loss                               1,266       2,037
Unrecognized prior service cost                        62         105
Unrecognized net obligation at
 January 1, net of amortization                      --           (23)
                                                 --------    --------
  Net pension liability                          $ (1,542)   $ (1,804)
                                                 --------    --------
</TABLE>

     Equity and fixed maturity securities were 60% and 35%, respectively, of
the plan's assets at the plan's 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. Postretirement benefit expense in 1996, 1995,
and 1994 was $282, $228, and $281, respectively.

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


<TABLE>
<CAPTION>
                                                      1996          1995
                                                    ---------     ---------
<S>                                                 <C>           <C>      
Actuarial present value of benefit obligations
 Retirees                                           $      21     $     115
 Fully eligible active plan participants                  103            26
 Other active plan participants                         1,479         1,509
                                                    ---------     ---------
Accumulated postretirement
 benefit obligations                                    1,603         1,650
Unrecognized net loss                                     (66)         (393)
Net funding                                               (17)         --
                                                    ---------     ---------
  Accrued benefit cost                              $   1,520     $   1,257
                                                    ---------     ---------
Discount rate on postretirement
 benefit obligations                                     7.50%         7.25%
                                                    ---------     ---------
</TABLE>




                                       13



<PAGE>   232

                                  [PICTURE]

                                [VALIC LOGO]
<PAGE>   233

                                ANNUAL REPORT
                                      
                              TO CONTRACT OWNERS
                              DECEMBER 31, 1996
                                      
                                      
                                      
                                   SEPARATE
                                  ACCOUNT A
                                      



                                                            [VALIC LOGO]


<PAGE>   234
================================================================================
CHAIRMAN'S LETTER                                            SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------


TO OUR PARTICIPANTS:

We are pleased to present the December 31, 1996 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 1, Portfolio Director 2, Independence Plus, Group Unit
Purchase and Impact) appears on page two.

Economic conditions in 1996 continued the recent pattern of modest growth and
low inflation. Gross Domestic Product has been increasing at a 2.5% annual
rate, slightly above the level in 1995 and in line with expectations for 1997.
Inflation, as measured by the Consumer Price Index, has been reported at 3.3%
and is expected to remain at that level through 1997.

The equity markets provided a second year of exceptional returns. The S&P
500(R) recorded a total return of 22.97%. Smaller capitalization stocks returns
were lower but still very satisfactory. The Standard & Poor's MidCap 400 Index
returned 19.24% and the Russell 2000(R) Index produced 16.49%.

The bond market followed an elliptical pattern declining in the first seven
months and rising in the last four months. Yields on the long-term Treasury
bond rose from 6.0% at the beginning of the year to 7.2% in July and declined
to 6.6% at year end. Bond market returns were less than 3.5%, with coupon
returns offsetting a decline in market value.

VALIC's domestic indexed funds provided returns ranging from 15.57% to 21.53%.
Managed domestic equity funds' returns varied widely from 3.53% to 22.75%. A
large part of the variance was caused by the spread in returns as large
capitalization stocks, on balance, outperformed smaller capitalization issues.

In the Morningstar rankings, twelve of VALIC's equity funds were in the top
half of their categories. Of those, eight 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 24, 1997










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.

"S&P 500(R)" and "Standard & Poor's MidCap 400 Index" are trademarks of
Standard & Poor's Corporation (S&P). The Stock Index Fund and MidCap Index Fund
are not sponsored, endorsed, sold or promoted by S&P and S&P makes no
representation regarding the advisability of investing in the funds. The
Russell 2000(R) Index is a trademark / service mark of the Frank Russell
Company. Russell(TM) is a trademark of the Frank Russell Company.





                                      1

<PAGE>   235
================================================================================
CHAIRMAN'S LETTER - CONTINUED                                SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
  Morningstar, Inc.(1)                                                                                                 One Year
- ------------------------                                                                                            Total Returns
    Ranking                                                      Portfolio Portfolio Indepen-           Group      For Year Ending
- ----------------                                                  Director Director   dence              Unit        December 31,
         Percen- Average                                               2       1      Plus    Impact   Purchase  ------------------
Position  tile   Return                                           Division Division Division Division  Division     1996      1995
- -----------------------------------------------------------------------------------------------------------------------------------
<S>        <C>   <C>      <C>                                         <C>     <C>      <C>       <C>    <C>        <C>       <C>   
 56/356    84    18.52    AGSPC Stock Index Fund .................... 10C     10C      10C       10D    10A, 10B   21.53%    35.95%
 279/587   52    16.79    AGSPC MidCap Index Fund ...................  -       4        4         4         -      17.61     29.24 
 128/249   49    14.57    AGSPC Small Cap Index Fund ................  -      14       14         -         -      15.57     26.39 
 347/369    6    13.83    AGSPC International Equities Fund .........  -      11       11         -         -       5.75      9.67 
                                                                                                                                   
 262/587   55    16.79    AGSPC Growth Fund ......................... 15      15        -         -         -      18.18     46.40 
 46/356    87    18.52    AGSPC Growth & Income Fund ................  -      16        -         -         -      22.10     30.55 
 69/127    46    18.52    AGSPC Science & Technology Fund ........... 17      17        -         -         -      12.68     60.07 
 26/356    93    18.52    AGSPC Social Awareness Fund ............... 12      12       12         -         -      22.75     37.57 
                                                                                                                                   
 331/416   20    12.33    AGSPC Timed Opportunity Fund ..............  -       5        5         5         -       9.99     23.55 
 139/249   44    14.57    Dreyfus Small Cap Portfolio ...............  -      18        -         -         -      15.14     27.78 
 360/587   39    16.79    Founders Growth Fund ...................... 30       -        -         -         -      15.35     44.15 
 262/356   26    18.52    Neuberger&Berman Guardian Trust ........... 29       -        -         -         -      16.54     30.70 
                                                                                                                                   
 116/369   69    13.83    Putnam Global Growth Fund ................. 28       -        -         -         -      15.37     13.68 
 168/249   33    14.57    Putnam New Opportunities Fund ............. 26       -        -         -         -       9.70     44.87 
 207/249   17    14.57    Putnam OTC & Emerging Growth Fund ......... 27       -        -         -         -       3.53     54.45 
 132/356   63    18.52    Scudder Growth and Income Fund ............ 21       -        -         -         -      20.63     29.58 
                                                                                                                                   
 31/416    93    12.33    Templeton Asset Allocation Fund ...........  -      19        -         -         -      17.40     21.02 
 92/369    75    13.83    Templeton Foreign Fund .................... 32       -        -         -         -      16.74     10.07 
 39/369    89    13.83    Templeton International Fund ..............  -      20        -         -         -      22.50     14.34 
 155/249   38    14.57    Twentieth Century Ultra Fund .............. 31       -        -         -         -      12.43     36.23 
                                                                                                                                   
 74/416    82    12.33    Vanguard/Wellington Fund .................. 25       -        -         -         -      14.69     31.30 
 35/356    90    18.52    Vanguard/Windsor II ....................... 24       -        -         -         -      22.56     37.14 
                                                                                                                                   
 255/295   14     2.86    AGSPC Capital Conservation Fund ...........  -       7        7         1         -       0.75     19.58 
 103/143   28     1.50    AGSPC Government Securities Fund ..........  -       8        8         -         -       0.90     16.31 
  54/77    30     7.55    AGSPC Intl Government Bond Fund ........... 13      13       13         -         -       3.36     17.63 
 77/262    71     3.79    AGSPC Money Market Fund ...................  6       6        6         2         -       3.97      4.51 
                                                                                                                                   
 280/295    5     2.86    Vanguard Fixed Income Securities Fund -                                                                  
                             Long-Term Corporate Portfolio .......... 22       -        -         -         -      (0.72)    24.86 
 138/143    3     1.50    Vanguard Fixed Income Securities Fund -                                                                  
                             Long-Term U. S. Treasury Portfolio ..... 23       -        -         -         -      (3.08)    28.51 
</TABLE>


 (1) SOURCE: Morningstar Variable Annuity/Life Performance Report, January 1997

 The Portfolio Director 1 and 2 rankings shown in this publication indicate the
 total return rankings of Separate Account A's divisions compared to
 Morningstar categories for the twelve month period ending 12/31/96. 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 1 and 2 prospectuses. 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>   236
================================================================================
FINANCIAL STATEMENTS                                         SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------


STATEMENT OF NET ASSETS
December 31, 1996

<TABLE>
<CAPTION>
ASSETS:                                                                                            ALL DIVISIONS
                                                                                                  --------------
<S>                                                                                               <C>           
Total investment in shares of mutual funds, at market (cost $5,613,414,313) ...................   $6,848,720,710
Balance due from VALIC general account ........................................................        7,839,650
                                                                                                  --------------
NET ASSETS ....................................................................................   $6,856,560,360
                                                                                                  --------------

CONTRACT OWNER RESERVES:
Reserves for redeemable annuity contracts
         (Net of applicable contract loans - partial withdrawals with right of reinvestment) ..   $6,840,617,496
Reserves for annuity contracts on benefit .....................................................       15,942,864
                                                                                                  --------------
TOTAL CONTRACT OWNER RESERVES .................................................................   $6,856,560,360
                                                                                                  ==============
</TABLE>



STATEMENT OF OPERATIONS
For the year ended December 31, 1996
<TABLE>
<CAPTION>
INVESTMENT INCOME:                                                                                ALL DIVISIONS
                                                                                                  -------------
<S>                                                                                               <C>          
Dividends from mutual funds ...................................................................   $  88,556,732
                                                                                                  -------------

EXPENSES:
Mortality and expense risk charge .............................................................      57,564,107
Reimbursement of expenses (Note C) ............................................................        (167,038)
                                                                                                  -------------
         Total expenses .......................................................................      57,397,069
                                                                                                  -------------
NET INVESTMENT INCOME .........................................................................      31,159,663
                                                                                                  -------------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments ..............................................................      96,618,063
Capital gains distributions from mutual funds .................................................     175,625,286
Net unrealized appreciation of investments during the year ....................................     539,282,575
                                                                                                  -------------
  Net realized and unrealized gain on investments .............................................     811,525,924
                                                                                                  -------------
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ..............................................   $ 842,685,587
                                                                                                  =============
</TABLE>

                 
STATEMENTS OF CHANGES IN NET ASSETS
For the year ended December 31:
<TABLE>
<CAPTION>
                                                                                                         ALL DIVISIONS
                                                                                              ----------------------------------
                                                                                                   1996               1995
                                                                                              ---------------    ---------------
<S>                                                                                           <C>                <C>            
OPERATIONS:                                                                                
Net investment income .....................................................................   $    31,159,663    $    34,191,940
Net realized gain on investments ..........................................................        96,618,063         54,777,042
Capital gains distributions from mutual funds .............................................       175,625,286        110,007,833
Net unrealized appreciation of investments during the year ................................       539,282,575        640,017,922
                                                                                              ---------------    ---------------
  Increase in net assets resulting from operations ........................................       842,685,587        838,994,737
                                                                                              ---------------    ---------------
                                                                                           
PRINCIPAL TRANSACTIONS:                                                                    
Purchase payments .........................................................................     1,307,543,093        820,355,349
Surrenders of accumulation units by terminations, withdrawals, and maintenance fees .......      (210,060,345)      (114,759,722)
Annuity benefit payments ..................................................................        (1,897,648)        (1,588,610)
Amounts transferred from VALIC general account ............................................       647,659,402        220,818,448
                                                                                              ---------------    ---------------
  Increase in net assets resulting from principal transactions ............................     1,743,244,502        924,825,465
                                                                                              ---------------    ---------------
TOTAL INCREASE IN NET ASSETS ..............................................................     2,585,930,089      1,763,820,202
                                                                                           
NET ASSETS:                                                                                
Beginning of year .........................................................................     4,270,630,271      2,506,810,069
                                                                                              ---------------    ---------------
End of year ...............................................................................   $ 6,856,560,360    $ 4,270,630,271
                                                                                              ===============    ===============
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.



                                       3

<PAGE>   237
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

STATEMENTS OF NET ASSETS
December 31, 1996


<TABLE>
<CAPTION>
                                                                           AGSPC 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 ... $  378,856,928    $   30,721,138   $1,529,744,413   $   42,481,642
Balance due (to) from VALIC general account .......       (207,899)            4,786          601,957          (10,515)
                                                    --------------    --------------   --------------   --------------
NET ASSETS ........................................ $  378,649,029    $   30,725,924   $1,530,346,370   $   42,471,127
                                                    ==============    ==============   ==============   ==============

CONTRACT OWNER RESERVES:
Reserves for redeemable annuity contracts (Net of
  applicable contract loans - partial withdrawals
  with right of reinvestment) ..................... $  367,264,137    $   29,086,370   $1,529,060,822   $   42,319,960
Reserves for annuity contracts on benefit .........     11,384,892         1,639,554        1,285,548          151,167
                                                    --------------    --------------   --------------   --------------
TOTAL CONTRACT OWNER RESERVES ..................... $  378,649,029    $   30,725,924   $1,530,346,370   $   42,471,127
                                                    ==============    ==============   ==============   ==============
</TABLE>

                                                          
STATEMENTS OF NET ASSETS                                  
December 31, 1996                                         
                                                          
<TABLE>
<CAPTION>
                                                        AGSPC                                     NEUBERGER& 
                                                        TIMED         DREYFUS       FOUNDERS        BERMAN   
                                                     OPPORTUNITY     SMALL CAP       GROWTH        GUARDIAN  
                                                        FUND         PORTFOLIO        FUND          TRUST    
                                                     DIVISION 5     DIVISION 18    DIVISION 30    DIVISION 29 
                                                    ------------   ------------   ------------   ------------
<S>                                                 <C>            <C>            <C>            <C>         
ASSETS:
Investment in shares of mutual funds, at market ... $173,145,150   $657,404,003   $ 31,872,619   $  9,144,621
Balance due (to) from VALIC general account .......       84,325        982,056        245,857         58,685
                                                    ------------   ------------   ------------   ------------
NET ASSETS ........................................ $173,229,475   $658,386,059   $ 32,118,476   $  9,203,306
                                                    ============   ============   ============   ============

CONTRACT OWNER RESERVES:
Reserves for redeemable annuity contracts (Net of
  applicable contract loans - partial withdrawals
  with right of reinvestment) ..................... $173,149,425   $658,204,551   $ 32,118,476   $  9,203,306
Reserves for annuity contracts on benefit .........       80,050        181,508             --             -- 
                                                    ------------   ------------   ------------   ------------
TOTAL CONTRACT OWNER RESERVES ..................... $173,229,475   $658,386,059   $ 32,118,476   $  9,203,306
                                                    ============   ============   ============   ============
</TABLE>


STATEMENTS OF NET ASSETS
December 31, 1996

<TABLE>
<CAPTION>
                                                                                                AGSPC         
                                                      TWENTIETH    VANGUARD/                   CAPITAL       
                                                   CENTURY ULTRA  WELLINGTON     VANGUARD/   CONSERVATION  
                                                        FUND          FUND       WINDSOR II     FUND          
                                                    DIVISION 31   DIVISION 25   DIVISION 24   DIVISION 1    
                                                    -----------   -----------   -----------   -----------
<S>                                                 <C>           <C>           <C>           <C>        
ASSETS:
Investment in shares of mutual funds, at market ... $17,259,437   $25,025,702   $41,436,294   $ 6,488,667
Balance due (to) from VALIC general account .......      58,221       163,816       363,484        13,203
                                                    -----------   -----------   -----------   -----------
NET ASSETS ........................................ $17,317,658   $25,189,518   $41,799,778   $ 6,501,870
                                                    ===========   ===========   ===========   ===========

CONTRACT OWNER RESERVES:
Reserves for redeemable annuity contracts (Net of
  applicable contract loans - partial withdrawals
  with right of reinvestment) ..................... $17,317,658   $25,189,518   $41,799,778   $ 6,497,192
Reserves for annuity contracts on benefit .........          --            --            --         4,678
                                                    -----------   -----------   -----------   -----------
TOTAL CONTRACT OWNER RESERVES ..................... $17,317,658   $25,189,518   $41,799,778   $ 6,501,870
                                                    ===========   ===========   ===========   ===========
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS.


                                      4

<PAGE>   238
================================================================================
                                                              SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
    AGSPC               AGSPC               AGSPC                                 AGSPC                AGSPC              AGSPC    
    MIDCAP            SMALL CAP         INTERNATIONAL          AGSPC             GROWTH &            SCIENCE &           SOCIAL    
    INDEX               INDEX              EQUITIES            GROWTH             INCOME            TECHNOLOGY          AWARENESS  
     FUND               FUND                 FUND               FUND               FUND                FUND               FUND     
  DIVISION 4         DIVISION 14         DIVISION 11        DIVISION 15         DIVISION 16         DIVISION 17        DIVISION 12 
- --------------     --------------      --------------     --------------      --------------      --------------     --------------
<C>                <C>                 <C>                <C>                 <C>                 <C>                <C>            
$  565,680,826     $  184,521,204      $  191,110,175     $  633,819,402      $  171,283,956      $  709,577,919     $  104,772,608 
        30,567            (42,882)            116,353          1,296,205             244,249           1,386,245            143,421 
- --------------     --------------      --------------     --------------      --------------      --------------     --------------
$  565,711,393     $  184,478,322      $  191,226,528     $  635,115,607      $  171,528,205      $  710,964,164     $  104,916,029 
==============     ==============      ==============     ==============      ==============      ==============     ==============
                                                                                                                                    
$  565,558,770     $  184,473,371      $  191,050,097     $  634,868,931      $  171,510,875      $  710,720,450     $  104,916,029 
       152,623              4,951             176,431            246,676              17,330             243,714                  - 
- --------------     --------------      --------------     --------------      --------------      --------------     --------------
$  565,711,393     $  184,478,322      $  191,226,528     $  635,115,607      $  171,528,205      $  710,964,164     $  104,916,029 
==============     ==============      ==============     ==============      ==============      ==============     ==============
</TABLE>



<TABLE>
<CAPTION>
     PUTNAM            PUTNAM            PUTNAM OTC &         SCUDDER    
     GLOBAL             NEW               EMERGING          GROWTH AND           TEMPLETON           TEMPLETON          TEMPLETON   
     GROWTH         OPPORTUNITIES          GROWTH             INCOME          ASSET ALLOCATION        FOREIGN         INTERNATIONAL 
      FUND              FUND                FUND               FUND                FUND                FUND               FUND      
  DIVISION 28        DIVISION 26         DIVISION 27        DIVISION 21         DIVISION 19         DIVISION 32        DIVISION 20  
- --------------     --------------      --------------     --------------      --------------      --------------     --------------
<C>                <C>                 <C>                <C>                 <C>                 <C>                <C>            
$   17,494,577     $   49,812,851      $   43,542,866     $   18,325,255      $  194,271,899      $   39,066,749     $  529,645,484 
       114,481            410,128             224,089             98,230             328,988             388,324            378,327 
- --------------     --------------      --------------     --------------      --------------      --------------     --------------
$   17,609,058     $   50,222,979      $   43,766,955     $   18,423,485      $  194,600,887      $   39,455,073     $  530,023,811 
==============     ==============      ==============     ==============      ==============      ==============     ==============
                                                                                                                                    
$   17,609,058     $   50,222,979      $   43,766,955     $   18,423,485      $  194,377,876      $   39,455,073     $  529,901,911 
             -                  -                   -                  -             223,011                   -            121,900 
- --------------     --------------      --------------     --------------      --------------      --------------     --------------
$   17,609,058     $   50,222,979      $   43,766,955     $   18,423,485      $  194,600,887      $   39,455,073     $  530,023,811 
==============     ==============      ==============     ==============      ==============      ==============     ==============
</TABLE>


<TABLE>
<CAPTION>
                                                                                                VANGUARD             VANGUARD     
    AGSPC                AGSPC              AGSPC                                             FIXED INCOME         FIXED INCOME    
   CAPITAL             GOVERNMENT       INTERNATIONAL                                        SECURITIES FUND -   SECURITIES FUND - 
 CONSERVATION          SECURITIES        GOVERNMENT           AGSPC MONEY MARKET FUND         L/T CORPORATE      L/T U.S. TREASURY 
     FUND                 FUND            BOND FUND      --------------------------------       PORTFOLIO           PORTFOLIO      
  DIVISION 7           DIVISION 8        DIVISION 13       DIVISION 2        DIVISION 6        DIVISION 22         DIVISION 23     
- --------------      --------------     --------------    --------------    --------------    --------------      --------------
<C>                 <C>                <C>               <C>               <C>               <C>                 <C>               
$   55,255,834      $   85,570,274     $  178,021,807    $    4,870,208    $  120,378,551    $    3,528,351      $    4,589,300    
        33,645               1,665            150,364             9,293           380,075             2,506            (212,599)   
- --------------      --------------     --------------    --------------    --------------    --------------      --------------
$   55,289,479      $   85,571,939     $  178,172,171    $    4,879,501    $  120,758,626    $    3,530,857      $    4,376,701    
==============      ==============     ==============    ==============    ==============    ==============      ==============
                                                                                                                                   
$   55,289,479      $   85,571,939     $  178,161,619    $    4,879,501    $  120,740,347    $    3,530,857      $    4,376,701    
             -                   -             10,552                 -            18,279                 -                   -    
- --------------      --------------     --------------    --------------    --------------    --------------      --------------
$   55,289,479      $   85,571,939     $  178,172,171    $    4,879,501    $  120,758,626    $    3,530,857      $    4,376,701    
==============      ==============     ==============    ==============    ==============    ==============      ==============
</TABLE>

                                       5
<PAGE>   239
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------





STATEMENTS OF OPERATIONS
For the year ended December 31, 1996

<TABLE>
<CAPTION>
                                                                              AGSPC STOCK INDEX FUND  
                                                     ------------------------------------------------------------------
                                                      DIVISION 10A     DIVISION 10B      DIVISION 10C     DIVISION 10D  
                                                     --------------   --------------    --------------   --------------
<S>                                                  <C>              <C>               <C>              <C>           
INVESTMENT INCOME:
Dividends from mutual funds ......................   $    6,791,052   $      559,035    $   24,619,582   $      775,055
                                                     --------------   --------------    --------------   --------------
EXPENSES:
Mortality and expense risk charge ................        3,604,468          170,656        12,878,174          411,146
Reimbursement of expenses (Note C) ...............             --            (73,695)             --               --
                                                     --------------   --------------    --------------   --------------
   Total expenses ................................        3,604,468           96,961        12,878,174          411,146
                                                     --------------   --------------    --------------   --------------
NET INVESTMENT INCOME (LOSS) .....................        3,186,584          462,074        11,741,408          363,909
                                                     --------------   --------------    --------------   --------------

REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENTS:
Net realized gain on investments .................       12,767,086        2,085,848        10,129,542        2,391,364
Capital gains distributions from mutual funds ....        2,739,498          222,372        11,061,404          307,213
Net unrealized appreciation (depreciation)
   of investments during the year ................       51,675,655        3,182,195       222,475,966        4,964,983
                                                     --------------   --------------    --------------   --------------
Net realized and unrealized gain on investments ..       67,182,239        5,490,415       243,666,912        7,663,560
                                                     --------------   --------------    --------------   --------------
INCREASE IN NET ASSETS
   RESULTING FROM OPERATIONS .....................   $   70,368,823   $    5,952,489    $  255,408,320   $    8,027,469
                                                     ==============   ==============    ==============   ==============
</TABLE>

<TABLE>
<CAPTION>
                                                             AGSPC             AGSPC            AGSPC                          
                                                            SCIENCE &          SOCIAL           TIMED             DREYFUS      
STATEMENTS OF OPERATIONS                                   TECHNOLOGY         AWARENESS       OPPORTUNITY        SMALL CAP     
For the year ended December 31, 1996                         FUND               FUND             FUND              PORTFOLIO   
                                                           DIVISION 17        DIVISION 12      DIVISION 5        DIVISION 18   
                                                          --------------    --------------   --------------    --------------
<S>                                                       <C>               <C>            <C>               <C>      
INVESTMENT INCOME:
Dividends from mutual funds ...........................   $         --      $    1,339,307   $    5,922,604    $    1,224,730
                                                          --------------    --------------   --------------    --------------
EXPENSES:
Mortality and expense risk charge .....................        5,521,307           792,838        1,788,197         6,549,419
Reimbursement of expenses (Note C) ....................             --                --               --                --   
                                                          --------------    --------------   --------------    --------------
   Total expenses .....................................        5,521,307           792,838        1,788,197         6,549,419
                                                          --------------    --------------   --------------    --------------
NET INVESTMENT INCOME (LOSS) ..........................       (5,521,307)          546,469        4,134,407        (5,324,689)
                                                          --------------    --------------   --------------    --------------

REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENTS:
Net realized gain on investments ......................       20,659,560           778,115        7,668,485         1,994,033
Capital gains distributions from mutual funds .........       32,117,202        10,715,745       18,741,770        19,221,026
Net unrealized appreciation (depreciation)
   of investments during the year .....................       15,569,750         4,483,540      (13,565,417)       56,124,110
                                                          --------------    --------------   --------------    --------------
Net realized and unrealized gain (loss) on investments        68,346,512        15,977,400       12,844,838        77,339,169
                                                          --------------    --------------   --------------    --------------
INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS ..........................   $   62,825,205    $   16,523,869   $   16,979,245    $   72,014,480
                                                          ==============    ==============   ==============    ==============
</TABLE>

* For the period from July 1, 1996 to December 31, 1996.                   

SEE NOTES TO FINANCIAL STATEMENTS.


                                       6


<PAGE>   240
================================================================================
                                                              SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------


<TABLE>
<CAPTION>
   AGSPC            AGSPC            AGSPC                               AGSPC             
   MIDCAP          SMALL CAP      INTERNATIONAL       AGSPC             GROWTH &        
   INDEX            INDEX           EQUITIES          GROWTH            INCOME          
    FUND            FUND             FUND              FUND              FUND            
  DIVISION 4      DIVISION 14      DIVISION 11       DIVISION 15        DIVISION 16     
- --------------   --------------   --------------    --------------    --------------
<S>              <C>              <C>               <C>               <C>           
$    6,776,195   $    2,324,957   $    3,599,021    $    2,128,889    $      799,107
- --------------   --------------   --------------    --------------    --------------


     5,262,899        1,687,562        2,007,600         4,407,390         1,201,329
          --               --               --                --                --
     5,262,899        1,687,562        2,007,600         4,407,390         1,201,329
- --------------   --------------   --------------    --------------    --------------
     1,513,296          637,395        1,591,421        (2,278,501)         (402,222)
- --------------   --------------   --------------    --------------    --------------



    17,436,698        4,544,601       10,405,298           130,878           483,596
    33,690,174       11,216,991        6,021,502        11,891,551         3,131,642

    33,029,566        7,711,563       (6,663,813)       58,161,783        19,205,904
- --------------   --------------   --------------    --------------    --------------
    84,156,438       23,473,155        9,762,987        70,184,212        22,821,142
- --------------   --------------   --------------    --------------    --------------

$   85,669,734   $   24,110,550   $   11,354,408    $   67,905,711    $   22,418,920
==============   ==============   ==============    ==============    ==============
</TABLE>


<TABLE>
<CAPTION>
                    NEUBERGER&         PUTNAM           PUTNAM           PUTNAM OTC &      
  FOUNDERS           BERMAN            GLOBAL            NEW              EMERGING          
   GROWTH            GUARDIAN          GROWTH         OPPORTUNITIES        GROWTH            
   FUND               TRUST             FUND             FUND               FUND              
 DIVISION 30*      DIVISION 29*       DIVISION 28*      DIVISION 26*      DIVISION 27*      
- --------------    --------------    --------------    --------------    --------------
<S>                <C>               <C>               <C>              <C>    
                                                                                                     
$       31,678    $       33,512    $      386,503    $         --      $       --        
- --------------    --------------    --------------    --------------    --------------
                                                                                                     
                                                                                                     
        74,336            22,319            39,664           113,933           108,371
       (14,593)           (4,401)           (7,712)          (22,122)          (21,011)
- --------------    --------------    --------------    --------------    --------------
        59,743            17,918            31,952            91,811            87,360
- --------------    --------------    --------------    --------------    --------------
       (28,065)           15,594           354,551           (91,811)           (87,360)
- --------------    --------------    --------------    --------------    --------------



          --              10,864             1,237             9,737             9,014
     2,106,129           128,127           765,977           333,297         2,846,114

    (1,697,540)          348,451          (504,554)       (1,619,779)       (4,620,592)
- --------------    --------------    --------------    --------------    --------------
       408,589           487,442           262,660        (1,276,745)       (1,765,464)
- --------------    --------------    --------------    --------------    --------------

$      380,524    $      503,036    $      617,211    $   (1,368,556)   $   (1,852,824)
==============    ==============    ==============    ==============    ==============
</TABLE>



                                      7



<PAGE>   241
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

STATEMENTS OF OPERATIONS            
For the year ended December 31, 1996

<TABLE>
<CAPTION>

                                                                           
                                                              SCUDDER         
                                                             GROWTH AND         TEMPLETON         TEMPLETON       
                                                              INCOME         ASSET ALLOCATION      FOREIGN         
                                                                FUND              FUND               FUND            
                                                             DIVISION 21*      DIVISION 19        DIVISION 32*    
                                                          ----------------   ----------------   ----------------
<S>                                                       <C>                <C>                <C>             
INVESTMENT INCOME: ....................................   $        158,744   $      3,271,039   $        550,688
Dividends from mutual funds ...........................               --   

EXPENSES:
Mortality and expense risk charge .....................             38,490          1,812,817             84,678
Reimbursement of expenses (Note C) ....................               --                 --              (16,623)
   Total expenses .....................................             38,490          1,812,817             68,055
NET INVESTMENT INCOME (LOSS) ..........................            120,254          1,458,222            482,633

REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENTS:
Net realized gain on investments ......................             22,419            430,651                125
Capital gains distributions from mutual funds .........            607,596          2,566,073            285,587
Net unrealized appreciation (depreciation)
   of investments during the year .....................             84,718         19,843,521          1,121,790
Net realized and unrealized gain on investments .......            714,733         22,840,245          1,407,502
INCREASE IN NET ASSETS
   RESULTING FROM OPERATIONS ..........................   $        834,987   $     24,298,467   $      1,890,135
                                                          ================   ================   ================
</TABLE>

STATEMENTS OF OPERATIONS            
For the year ended December 31, 1996
<TABLE>
<CAPTION>
                                                                                                      AGSPC      
                                                                                                     GOVERNMENT  
                                                               AGSPC CAPITAL CONSERVATION FUND      SECURITIES   
                                                               --------------------------------        FUND      
                                                                 DIVISION 1       DIVISION 7         DIVISION 8  
                                                               --------------    --------------    --------------
<S>                                                            <C>               <C>               <C>           
INVESTMENT INCOME:
Dividends from mutual funds ................................   $      454,827    $    3,599,885    $    4,872,690
                                                               --------------    --------------    --------------
EXPENSES:
Mortality and expense risk charge ..........................           69,783           545,929           795,753
Reimbursement of expenses (Note C) .........................             --                --                --   
   Total expenses ..........................................           69,783           545,929           795,753
                                                               --------------    --------------    --------------
NET INVESTMENT INCOME ......................................          385,044         3,053,956         4,076,937
                                                               --------------    --------------    --------------

REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENTS:
Net realized gain (loss) on investments ....................           60,355          (425,696)         (378,294)
Capital gains distributions from mutual funds ..............             --                --                --   
Net unrealized appreciation (depreciation)
   of investments during the year ..........................         (428,426)       (2,170,354)       (2,658,037)
                                                               --------------    --------------    --------------
Net realized and unrealized gain (loss) on investments .....         (368,071)       (2,596,050)       (3,036,331)
                                                               --------------    --------------    --------------
INCREASE IN NET ASSETS
   RESULTING FROM OPERATIONS ...............................   $       16,973    $      457,906    $    1,040,606
                                                               ==============    ==============    ==============
</TABLE>

* For the period from July 1, 1996 to December 31, 1996.           
                                                                   
SEE NOTES TO FINANCIAL STATEMENTS.

                                       8
<PAGE>   242
================================================================================
                                                              SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
   TEMPLETON         TWENTIETH        VANGUARD/                         
 INTERNATIONAL     CENTURY ULTRA     WELLINGTON         VANGUARD/         
    FUND              FUND              FUND            WINDSOR II      
 DIVISION 20       DIVISION 31*      DIVISION 25*      DIVISION 24*    
- --------------    --------------    --------------    --------------
<S>               <C>               <C>               <C>   
$    4,540,296    $         --      $      379,677    $      576,345
- --------------    --------------    --------------    --------------


     4,934,897            43,940            53,077            88,288
          --              (6,881)             --                --   
- --------------    --------------    --------------    --------------
     4,934,897            37,059            53,077            88,288
- --------------    --------------    --------------    --------------
      (394,601)          (37,059)          326,600           488,057
- --------------    --------------    --------------    --------------

     3,551,468            18,993              --              11,774
     1,324,253           884,238           818,129         1,554,790
- --------------    --------------    --------------    --------------

    78,888,709          (659,907)         (444,072)         (217,368)
- --------------    --------------    --------------    --------------
    83,764,430           243,324           374,057         1,349,196
- --------------    --------------    --------------    --------------

$   83,369,829    $      206,265    $      700,657    $    1,837,253
==============    ==============    ==============    ==============
</TABLE>

<TABLE>
<CAPTION>
                                                       VANGUARD             VANGUARD 
  AGSPC                                             FIXED INCOME         FIXED INCOME 
INTERNATIONAL                                       SECURITIES FUND-     SECURITIES FUND-
 GOVERNMENT          AGSPC MONEY MARKET FUND         L/T CORPORATE      L/T U.S. TREASURY
  BOND FUND       -------------------------------     PORTFOLIO             PORTFOLIO  
 DIVISION 13        DIVISION 2       DIVISION 6       DIVISION 22*         DIVISION 23*
- --------------    --------------   --------------   ----------------    ----------------
<S>               <C>              <C>              <C>                 <C>             
$    8,037,534    $      272,228   $    4,429,817   $         44,221    $         57,514
- --------------    --------------   --------------   ----------------    ----------------


     1,475,858            55,691          904,012              8,054              11,232
          --                --               --                 --                  --   
- --------------    --------------   --------------   ----------------    ----------------
     1,475,858            55,691          904,012              8,054              11,232
- --------------    --------------   --------------   ----------------    ----------------
     6,561,676           216,537        3,525,805             36,167              46,282
- --------------    --------------   --------------   ----------------    ----------------

     1,815,703              --               --                2,260               2,349
       295,588              --               --               31,298                --   

    (2,362,017)             --               --              (11,407)             33,654
- --------------    --------------   --------------   ----------------    ----------------
      (250,726)             --               --               22,151              36,003
- --------------    --------------   --------------   ----------------    ----------------

$    6,310,950    $      216,537   $    3,525,805   $         58,318    $         82,285
==============    ==============   ==============   ================    ================
</TABLE>


                                      9

<PAGE>   243
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

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



<TABLE>
<CAPTION>
                                                                                             AGSPC STOCK INDEX FUND
                                                                    ---------------------------------------------------------------
                                                                           DIVISION 10A                          DIVISION 10B      
                                                                   ------------------------------    ------------------------------
                                                                      1996             1995             1996             1995 
                                                                   -------------    -------------    -------------    -------------
<S>                                                                <C>              <C>              <C>              <C>          
OPERATIONS:
Net investment income ..........................................   $   3,186,584    $   3,760,733    $     462,074    $     493,423
Net realized gain on investments ...............................      12,767,086        5,349,737        2,085,848          631,222
Capital gains distributions from mutual funds ..................       2,739,498        6,875,040          222,372          570,166
Net unrealized appreciation
   of investments during the year ..............................      51,675,655       78,996,842        3,182,195        6,528,773
                                                                   -------------    -------------    -------------    -------------
     Increase in net assets resulting from operations ..........      70,368,823       94,982,352        5,952,489        8,223,584
                                                                   -------------    -------------    -------------    -------------

PRINCIPAL TRANSACTIONS:
Purchase payments ..............................................       4,265,439        5,033,111          501,306          574,384
Surrenders of accumulation units by terminations,
   withdrawals, and maintenance fees ...........................     (22,309,652)     (16,541,542)      (2,364,484)      (1,698,590)
Annuity benefit payments .......................................      (1,401,028)      (1,296,973)        (250,350)        (218,489)
Amounts transferred (to) from VALIC general account ............     (13,443,730)     (23,599,151)      (1,406,730)      (2,885,564)
                                                                   -------------    -------------    -------------    -------------
     Increase (decrease) in net assets
       resulting from principal transactions ...................     (32,888,971)     (36,404,555)      (3,520,258)      (4,228,259)
                                                                   -------------    -------------    -------------    -------------
TOTAL INCREASE IN NET ASSETS ...................................      37,479,852       58,577,797        2,432,231        3,995,325

NET ASSETS:
Beginning of year ..............................................     341,169,177      282,591,380       28,293,693       24,298,368
                                                                   -------------    -------------    -------------    -------------
End of year ....................................................   $ 378,649,029    $ 341,169,177    $  30,725,924    $  28,293,693
                                                                   =============    =============    =============    =============

CHANGE IN UNITS OUTSTANDING:
Accumulation units beginning of year ...........................      29,995,363       33,814,520        1,560,525        1,836,094
Purchase payments ..............................................         323,038          497,922           26,729           39,513
Surrenders .....................................................      (1,822,126)      (1,718,657)        (123,291)        (110,735)
Transfers - interdivision and (to) from VALIC general account ..      (1,116,886)      (2,598,422)         (83,562)        (204,347)
                                                                   -------------    -------------    -------------    -------------
Accumulation units end of year .................................      27,379,389       29,995,363        1,380,401        1,560,525
                                                                   =============    =============    =============    =============
</TABLE>

<TABLE>
<CAPTION>
                                                                           DECEMBER 31:                    DECEMBER 31:         
                                                                   ----------------------------    ----------------------------   
                                                                      1996            1995              1996          1995       
                                                                   -------------   ------------    -------------   ------------   
<S>                                                                <C>             <C>             <C>             <C>            
Accumulation unit value........................................    $   13.413891   $  11.036946    $   21.070956   $  17.221812   
                                                                   =============   ============    =============   ============   
Annuity unit value assuming a 3.5% discount factor.............    $    3.873132   $   3.298369    $    5.173716   $   4.376632   
                                                                   =============   ============    =============   ============   
</TABLE>



SEE NOTES TO FINANCIAL STATEMENTS.




                                      10
<PAGE>   244

================================================================================
                                                             SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                          
                                                                               
                         AGSPC STOCK INDEX FUND                              
- ------------------------------------------------------------------------  
           DIVISION 10C                          DIVISION 10D                 
- ----------------------------------    ----------------------------------  
    1996               1995               1996               1995         
- ---------------    ---------------    ---------------    ---------------  
<S>                <C>                <C>                <C>              
$    11,741,408    $    10,698,331    $       363,909    $       472,763  
     10,129,542         10,775,457          2,391,364          1,335,894  
     11,061,404         21,483,819            307,213            831,333  
                                                                          
    222,475,966        221,238,425          4,964,983          9,456,579  
- ---------------    ---------------    ---------------    ---------------  
    255,408,320        264,196,032          8,027,469         12,096,569  
- ---------------    ---------------    ---------------    ---------------  
                                                                          
                                                                          
    210,185,191        155,833,642          1,004,698          1,280,197  
                                                                          
    (49,624,470)       (30,060,583)        (2,219,367)        (2,417,823) 
        (61,625)           (29,665)           (10,433)            (5,520) 
     47,055,243        (42,300,802)        (5,536,446)        (7,115,532) 
- ---------------    ---------------    ---------------    ---------------  
                                                                          
    207,554,339         83,442,592         (6,761,548)        (8,258,678) 
- ---------------    ---------------    ---------------    ---------------  
    462,962,659        347,638,624          1,265,921          3,837,891  
                                                                          
                                                                          
  1,067,383,711        719,745,087         41,205,206         37,367,315  
- ---------------    ---------------    ---------------    ---------------  
$ 1,530,346,370    $ 1,067,383,711    $    42,471,127    $    41,205,206  
===============    ===============    ===============    ===============  
                                                                          
                                                                          
    455,255,243        416,234,288          9,885,873         12,207,684  
     80,768,570         76,950,994            231,458            341,405  
    (18,096,464)       (14,254,441)          (486,940)          (663,263) 
     18,879,616        (23,675,598)        (1,248,687)        (1,999,953) 
- ---------------    ---------------    ---------------    ---------------  
    536,806,965        455,255,243          8,381,704          9,885,873  
===============    ===============    ===============    ===============  

<CAPTION>
            DECEMBER 31:                         DECEMBER 31:           
- ----------------------------------    ----------------------------------   
     1996               1995               1996               1995       
- ---------------    ---------------    ---------------    ---------------  
<S>                <C>                <C>                <C>            
$      2.848437    $      2.343900    $      5.049088    $      4.155057   
===============    ===============    ===============    ===============  
$      2.085358    $      1.776053    $      3.032347    $      2.582770   
===============    ===============    ===============    ===============  

<CAPTION>
                                                      AGSPC
              AGSPC                                 SMALL CAP                      
        MIDCAP INDEX FUND                          INDEX FUND                    
- ----------------------------------    ----------------------------------
             DIVISION 4                            DIVISION 14                    
- ----------------------------------    ----------------------------------
    1996               1995               1996               1995 
- ---------------    ---------------    ---------------    ---------------
<S>                <C>                <C>                <C>            
$     1,513,296    $     2,391,702    $       637,395    $       563,294
     17,436,698         10,603,188          4,544,601          2,963,270
     33,690,174         17,377,938         11,216,991          2,945,819

     33,029,566         76,322,743          7,711,563         24,766,420
- ---------------    ---------------    ---------------    ---------------
     85,669,734        106,695,571         24,110,550         31,238,803
- ---------------    ---------------    ---------------    ---------------


     76,583,041         87,946,264         31,004,229         40,608,391

    (21,727,656)       (15,264,152)        (7,478,000)        (4,632,557)
        (19,036)           (16,844)              (563)            (3,022)
    (55,201,966)       (69,269,652)       (15,148,966)       (38,506,364)
- ---------------    ---------------    ---------------    ---------------

       (365,617)         3,395,616          8,376,700         (2,533,552)
- ---------------    ---------------    ---------------    ---------------
     85,304,117        110,091,187         32,487,250         28,705,251


    480,407,276        370,316,089        151,991,072        123,285,821
- ---------------    ---------------    ---------------    ---------------
$   565,711,393    $   480,407,276    $   184,478,322    $   151,991,072
===============    ===============    ===============    ===============


    172,613,690        171,442,018         98,335,995        100,383,839
     25,301,831         35,874,094         18,844,484         30,141,511
     (7,030,990)        (5,995,776)        (4,305,572)        (3,356,851)
    (18,067,553)       (28,706,646)        (9,554,065)       (28,832,504)
- ---------------    ---------------    ---------------    ---------------
    172,816,978        172,613,690        103,320,842         98,335,995
===============    ===============    ===============    ===============

<CAPTION>
            DECEMBER 31:                         DECEMBER 31:           
- ----------------------------------    ----------------------------------   
     1996               1995               1996               1995       
- ---------------    ---------------    ---------------    ---------------  
<S>                <C>                <C>                <C>            
$      3.272588    $      2.782677    $      1.785442    $      1.544896
===============    ===============    ===============    ===============  
$      2.044683    $      1.799452    $      1.520786    $      1.361960
===============    ===============    ===============    ===============  
</TABLE>





                                      11
<PAGE>   245
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

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


<TABLE>
<CAPTION>
                                                                               AGSPC
                                                                      INTERNATIONAL EQUITIES                      AGSPC         
                                                                               FUND                            GROWTH FUND      
                                                                            DIVISION 11                         DIVISION 15     
                                                                   ------------------------------    ------------------------------
                                                                        1996             1995             1996             1995 
                                                                   -------------    -------------    -------------    -------------
<S>                                                                <C>              <C>              <C>              <C>           
OPERATIONS:                                                    
Net investment income (loss) ...................................   $   1,591,421    $   1,304,847    $  (2,278,501)   $    (869,578)
Net realized gain on investments ...............................      10,405,298       13,215,875          130,878            8,587
Capital gains distributions from mutual funds ..................       6,021,502        4,363,325       11,891,551        3,650,399
Net unrealized appreciation (depreciation)                     
   of investments during the year ..............................      (6,663,813)        (725,229)      58,161,783       39,103,633
                                                                   -------------    -------------    -------------    -------------
     Increase in net assets resulting from operations ..........      11,354,408       18,158,818       67,905,711       41,893,041
                                                                   -------------    -------------    -------------    -------------
                                                               
PRINCIPAL TRANSACTIONS:                                        
Purchase payments ..............................................      34,022,917       52,726,233      164,255,730       58,223,803
Surrenders of accumulation units by terminations,              
   withdrawals, and maintenance fees ...........................      (8,616,063)      (6,722,321)     (10,378,550)      (1,776,523)
Annuity benefit payments .......................................         (13,432)          (5,870)         (38,688)            --   
Amounts transferred (to) from VALIC general account ............     (45,208,742)     (63,364,477)     172,227,639      109,893,422
                                                                   -------------    -------------    -------------    -------------
     Increase (decrease) in net assets                         
       resulting from principal transactions ...................     (19,815,320)     (17,366,435)     326,066,131      166,340,702
                                                                   -------------    -------------    -------------    -------------
TOTAL INCREASE (DECREASE) IN NET ASSETS ........................      (8,460,912)         792,383      393,971,842      208,233,743
                                                               
NET ASSETS:                                                    
Beginning of year ..............................................     199,687,440      198,895,057      241,143,765       32,910,022
                                                                   -------------    -------------    -------------    -------------
End of year ....................................................   $ 191,226,528    $ 199,687,440    $ 635,115,607    $ 241,143,765
                                                                   =============    =============    =============    =============
                                                               
CHANGE IN UNITS OUTSTANDING:                                   
Accumulation units beginning of year ...........................     172,564,018      187,749,916      164,417,848       32,633,370
Purchase payments ..............................................      28,526,458       49,402,081      101,043,809       45,984,606
Surrenders .....................................................      (7,207,422)      (6,214,230)      (5,693,969)      (1,266,891)
Transfers - interdivision and (to) from VALIC general account ..     (37,656,740)     (58,373,749)     106,504,821       87,066,763
                                                                   -------------    -------------    -------------    -------------
Accumulation units end of year .................................     156,226,314      172,564,018      366,272,509      164,417,848
                                                                   =============    =============    =============    =============
</TABLE>


<TABLE>
<CAPTION>
                                                                             DECEMBER 31:                  DECEMBER 31:       
                                                                   ------------------------------     -----------------------------
                                                                        1996            1995              1996             1995 
                                                                   -------------    -------------     ------------     ------------
<S>                                                                <C>              <C>               <C>              <C>         
Accumulation unit value ........................................   $    1.222906    $    1.156454     $   1.733324     $   1.466652
                                                                   =============    =============     ============     ============
Annuity unit value assuming a 3.5% discount factor .............   $    0.953246    $    0.933003     $   1.580931     $   1.384532
                                                                   =============    =============     ============     ============
</TABLE>



SEE NOTES TO FINANCIAL STATEMENTS.




                                     12
<PAGE>   246

================================================================================
                                                              SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                                  AGSPC    
             AGSPC                            AGSPC                            AGSPC                        TIMED OPPORTUNITY 
     GROWTH & INCOME FUND             SCIENCE & TECHNOLOGY FUND        SOCIAL AWARENESS FUND                      FUND        
- ------------------------------    ------------------------------   ------------------------------    ------------------------------
          DIVISION 16                      DIVISION 17                      DIVISION 12                        DIVISION 5     
- ------------------------------    ------------------------------   ------------------------------    ------------------------------
    1996             1995             1996             1995            1996             1995             1996             1995 
- -------------    -------------    -------------    -------------   -------------    -------------    -------------    -------------
<S>              <C>              <C>              <C>             <C>              <C>              <C>              <C>          
$    (402,222)   $     (75,425)   $  (5,521,307)   $  (1,432,122)  $     546,469    $     599,922    $   4,134,407    $   5,452,120
      483,596           19,953       20,659,560        6,545,968         778,115          371,169        7,668,485        2,006,917
    3,131,642          472,785       32,117,202       37,380,606      10,715,745        3,609,468       18,741,770        3,186,462
                                                                  
   19,205,904        8,794,032       15,569,750       41,310,631       4,483,540       10,227,915      (13,565,417)      26,710,438
- -------------    -------------    -------------    -------------   -------------    -------------    -------------    -------------
   22,418,920        9,211,345       62,825,205       83,805,083      16,523,869       14,808,474       16,979,245       37,355,937
- -------------    -------------    -------------    -------------   -------------    -------------    -------------    -------------
                                                                  
                                                                  
   41,180,652       17,507,504      181,422,903       93,027,877      18,543,307       10,849,944       15,126,160       20,940,181
                                                                  
   (2,962,157)        (641,935)     (14,164,178)      (3,055,711)     (3,798,307)      (1,516,923)     (11,037,733)      (7,824,702)
       (1,598)            --            (40,073)            (824)           --               --             (7,329)          (6,591)
   43,756,812       28,680,150      105,706,951      147,758,969      13,547,350       (2,864,774)     (30,784,573)     (42,300,580)
- -------------    -------------    -------------    -------------   -------------    -------------    -------------    -------------
                                                                  
   81,973,709       45,545,719      272,925,603      237,730,311      28,292,350        6,468,247      (26,703,475)     (29,191,692)
- -------------    -------------    -------------    -------------   -------------    -------------    -------------    -------------
  104,392,629       54,757,064      335,750,808      321,535,394      44,816,219       21,276,721       (9,724,230)       8,164,245
                                                                  
                                                                  
   67,135,576       12,378,512      375,213,356       53,677,962      60,099,810       38,823,089      182,953,705      174,789,460
- -------------    -------------    -------------    -------------   -------------    -------------    -------------    -------------
$ 171,528,205    $  67,135,576    $ 710,964,164    $ 375,213,356   $ 104,916,029    $  60,099,810    $ 173,229,475    $ 182,953,705
=============    =============    =============    =============   =============    =============    =============    =============
                                                                  
                                                                  
   51,779,089       12,386,602      187,862,232       42,726,137      32,750,120       29,015,764       75,851,431       89,377,860
   28,095,895       14,980,745       84,389,312       54,428,033       9,143,695        6,860,477        6,003,535        9,806,864
   (1,842,881)        (455,265)      (6,049,987)      (1,584,330)     (1,827,332)        (929,671)      (4,376,494)      (3,569,040)
   30,309,532       24,867,007       49,608,089       92,292,392       6,507,533       (2,196,450)     (12,185,855)     (19,764,253)
- -------------    -------------    -------------    -------------   -------------    -------------    -------------    -------------
  108,341,635       51,779,089      315,809,646      187,862,232      46,574,016       32,750,120       65,292,617       75,851,431
=============    =============    =============    =============   =============    =============    =============    =============
</TABLE>


<TABLE>
<CAPTION>
         DECEMBER 31:                     DECEMBER 31:                     DECEMBER 31:                      DECEMBER 31:          
- ------------------------------    ------------------------------   ------------------------------    ------------------------------
    1996             1995             1996             1995            1996             1995             1996            1995 
- -------------    -------------    -------------    -------------   -------------    -------------    ------------     -------------
<S>              <C>              <C>              <C>             <C>              <C>              <C>              <C>
$    1.583056    $    1.296577    $    2.250471    $    1.997175   $    2.252673    $    1.835102    $    2.651899    $    2.411022
=============    =============    =============    =============   =============    =============    =============    =============
$    1.443874    $    1.223980    $    2.052612    $    1.885352   $    1.755941    $    1.480522    $    1.680570    $    1.581407
=============    =============    =============    =============   =============    =============    =============    =============
</TABLE>





                                      13
<PAGE>   247
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

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

<TABLE>
<CAPTION>
                                                                                                          FOUNDERS
                                                                                                           GROWTH
                                                                      DREYFUS SMALL CAP PORTFOLIO           FUND            
                                                                     ------------------------------     -------------
                                                                              DIVISION 18                DIVISION 30     
                                                                     ------------------------------     -------------
                                                                         1996             1995              1996*
                                                                     -------------    -------------     -------------
<S>                                                                  <C>              <C>               <C>           
OPERATIONS:
Net investment income (loss) .....................................   $  (5,324,689)   $  (1,441,343)    $     (28,065)
Net realized gain on investments .................................       1,994,033           26,776              --   
Capital gains distributions from mutual funds ....................      19,221,026        6,796,184         2,106,129
Net unrealized appreciation (depreciation)
   of investments during the year ................................      56,124,110       47,179,100        (1,697,540)
                                                                     -------------    -------------     -------------
     Increase (decrease) in net assets resulting from operations .      72,014,480       52,560,717           380,524
                                                                     -------------    -------------     -------------

PRINCIPAL TRANSACTIONS:
Purchase payments ................................................     168,538,535       96,201,687         8,595,522
Surrenders of accumulation units by terminations,
   withdrawals, and maintenance fees .............................     (13,795,343)      (3,867,838)          (36,494)
Annuity benefit payments .........................................          (8,413)            (915)             --   
Amounts transferred (to) from VALIC general account ..............      74,732,906      122,606,635        23,178,924
                                                                     -------------    -------------     -------------
     Increase in net assets
       resulting from principal transactions .....................     229,467,685      214,939,569        31,737,952
                                                                     -------------    -------------     -------------
TOTAL INCREASE IN NET ASSETS .....................................     301,482,165      267,500,286        32,118,476

NET ASSETS:
Beginning of year ................................................     356,903,894       89,403,608              --   
                                                                                      -------------     -------------
End of year ......................................................   $ 658,386,059    $ 356,903,894     $  32,118,476
                                                                     =============    =============     =============

CHANGE IN UNITS OUTSTANDING:
Accumulation units beginning of year .............................     267,735,219       85,169,871              --   
Purchase payments ................................................     117,376,109       80,950,706         9,274,157
Surrenders .......................................................      (8,756,141)      (2,954,777)          (32,596)
Transfers - interdivision and (to) from VALIC general account ....      52,528,063      104,569,419        21,955,903
                                                                     -------------    -------------     -------------
Accumulation units end of year ...................................     428,883,250      267,735,219        31,197,464
                                                                     =============    =============     =============
</TABLE>

<TABLE>
<CAPTION>
                                                                 DECEMBER 31:            DECEMBER 31,    
                                                          ---------------------------   ------------
                                                              1996           1995           1996 
                                                          ------------   ------------   ------------
<S>                                                       <C>            <C>            <C>         
Accumulation unit value ...............................   $   1.534694   $   1.332904   $   1.029522
                                                          ============   ============   ============
Annuity unit value assuming a 3.5% discount factor ....   $   1.409551   $   1.267071   $   1.011867
                                                          ============   ============   ============
</TABLE>

* For the period from July 1, 1996 to December 31, 1996.

SEE NOTES TO FINANCIAL STATEMENTS.





                                      14
<PAGE>   248
================================================================================
                                                              SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                           PUTNAM            
                      PUTNAM            PUTNAM              OTC &            SCUDDER         
                      GLOBAL             NEW               EMERGING        GROWTH AND      
NEUBERGER&BERMAN       GROWTH         OPPORTUNITIES         GROWTH           INCOME          
 GUARDIAN TRUST        FUND               FUND               FUND             FUND            
  DIVISION 29       DIVISION 28        DIVISION 26        DIVISION 27      DIVISION 21     
- --------------    --------------    --------------    --------------    --------------
    1996*              1996*              1996*            1996*              1996*
- --------------    --------------    --------------    --------------    --------------
<S>                <C>                <C>                <C>                <C>           
$       15,594    $      354,551    $      (91,811)   $      (87,360)   $      120,254
        10,864             1,237             9,737             9,014            22,419
       128,127           765,977           333,297         2,846,114           607,596

       348,451          (504,554)       (1,619,779)       (4,620,592)           84,718
- --------------    --------------    --------------    --------------    --------------
       503,036           617,211        (1,368,556)       (1,852,824)          834,987
- --------------    --------------    --------------    --------------    --------------


     2,108,685         3,174,282        11,510,093        11,571,920         4,643,308

       (21,439)          (15,952)          (87,148)          (77,988)          (23,004)
          --                --                --                --                --
     6,613,024        13,833,517        40,168,590        34,125,847        12,968,194
- --------------    --------------    --------------    --------------    --------------

     8,700,270        16,991,847        51,591,535        45,619,779        17,588,498
- --------------    --------------    --------------    --------------    --------------
     9,203,306        17,609,058        50,222,979        43,766,955        18,423,485
          --                --                --                --                --
- --------------    --------------    --------------    --------------    --------------
$    9,203,306    $   17,609,058    $   50,222,979    $   43,766,955    $   18,423,485
==============    ==============    ==============    ==============    ==============
          --                --                --                --                --
     2,109,025         3,377,941        13,342,250        13,681,504         4,726,075
       (19,267)          (16,466)          (87,502)          (82,877)          (21,254)
     6,121,834        13,287,125        39,746,951        35,304,201        11,819,225
- --------------    --------------    --------------    --------------    --------------
     8,211,592        16,648,600        53,001,699        48,902,828        16,524,046
==============    ==============    ==============    ==============    ==============
</TABLE>

<TABLE>
<CAPTION>
 December 31,      December 31,      December 31,      December 31,      December 31,    
     1996              1996              1996              1996              1996 
- --------------    --------------    --------------    --------------    --------------
<S>               <C>               <C>               <C>               <C>         
$     1.120770    $     1.057690    $     0.947573    $     0.894978    $     1.114950
==============    ==============    ==============    ==============    ==============
$     1.101550    $     1.039552    $     0.931324    $     0.879630    $     1.095830
==============    ==============    ==============    ==============    ==============
</TABLE>




                                      15
<PAGE>   249
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

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



<TABLE>
<CAPTION>
                                                                                                         TEMPLETON       
                                                                          TEMPLETON ASSET                 FOREIGN         
                                                                            ALLOCATION FUND                FUND            
                                                                    ------------------------------     -------------
                                                                              DIVISION 19               DIVISION 32     
                                                                    ------------------------------     -------------
                                                                        1996             1995              1996*
                                                                    -------------    -------------     -------------
<S>                                                                 <C>              <C>               <C>          
OPERATIONS:
Net investment income (loss) ....................................   $   1,458,222    $     360,608     $     482,633
Net realized gain on investments ................................         430,651           87,754               125
Capital gains distributions from mutual funds ...................       2,566,073             --             285,587
Net unrealized appreciation (depreciation)
   of investments during the year ...............................      19,843,521       11,935,576         1,121,790
                                                                    -------------    -------------     -------------
     Increase in net assets resulting from operations ...........      24,298,467       12,383,938         1,890,135
                                                                    -------------    -------------     -------------

PRINCIPAL TRANSACTIONS:
Purchase payments ...............................................      46,026,342       26,412,918         9,386,263
Surrenders of accumulation units by terminations,
   withdrawals, and maintenance fees ............................      (3,839,217)      (1,156,891)         (122,577)
Annuity benefit payments ........................................         (39,584)          (1,361)             --   
Amounts transferred (to) from VALIC general account .............      33,529,527       24,133,475        28,301,252
                                                                    -------------    -------------     -------------
     Increase in net assets
       resulting from principal transactions ....................      75,677,068       49,388,141        37,564,938
                                                                    -------------    -------------     -------------
TOTAL INCREASE IN NET ASSETS ....................................      99,975,535       61,772,079        39,455,073

NET ASSETS:
Beginning of year ...............................................      94,625,352       32,853,273              --   
                                                                    -------------    -------------     -------------
End of year .....................................................   $ 194,600,887    $  94,625,352     $  39,455,073
                                                                    =============    =============     =============

CHANGE IN UNITS OUTSTANDING:
Accumulation units beginning of year ............................      78,494,505       32,807,602              --   
Purchase payments ...............................................      35,369,271       24,212,805        10,156,940
Surrenders ......................................................      (2,676,756)        (964,768)         (116,295)
Transfers - interdivision and (to) from VALIC general account ...      26,197,650       22,438,866        26,631,183
                                                                    =============    =============     =============
Accumulation units end of year ..................................     137,384,670       78,494,505        36,671,828
                                                                    =============    =============     =============
</TABLE>

<TABLE>
<CAPTION>
                                                                            DECEMBER 31:               DECEMBER 31,    
                                                                     -----------------------------     -------------
                                                                         1996             1995             1996 
                                                                     ------------    -------------     -------------
<S>                                                                  <C>             <C>               <C>         
Accumulation unit value ........................................... $    1.414844    $    1.205181     $    1.075896
                                                                    =============    =============     =============
Annuity unit value assuming a 3.5% discount factor ...............  $    1.299474    $    1.145656     $    1.057446
                                                                    =============    =============     =============
</TABLE>

* For the period from July 1, 1996 to December 31, 1996.

SEE NOTES TO FINANCIAL STATEMENTS.





                                       16
<PAGE>   250
================================================================================
                                                              SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                    TWENTIETH       
                                     CENTURY          VANGUARD/        
                                      ULTRA          WELLINGTON          VANGUARD/
 TEMPLETON INTERNATIONAL FUND          FUND             FUND            WINDSOR II
- ------------------------------    -------------     -------------     -------------
          DIVISION 20              DIVISION 31       DIVISION 25       DIVISION 24 
- ------------------------------    -------------     -------------     -------------
     1996             1995             1996*             1996*             1996*
- -------------    -------------    -------------     -------------     -------------
<S>              <C>              <C>               <C>               <C>          
$    (394,601)   $  (1,169,628)   $     (37,059)    $     326,600     $     488,057
    3,551,468           25,628           18,993              --              11,774
    1,324,253          350,470          884,238           818,129         1,554,790

   78,888,709       23,406,038         (659,907)         (444,072)         (217,368)
- -------------    -------------    -------------     -------------     -------------
   83,369,829       22,612,508          206,265           700,657         1,837,253
- -------------    -------------    -------------     -------------     -------------


  121,376,573       69,120,243        4,513,492         7,042,246        10,178,409

   (9,699,818)      (2,577,387)         (29,941)          (12,075)         (103,527)
       (3,367)            (463)            --                --                --   
   84,599,243       89,125,401       12,627,842        17,458,690        29,887,643
- -------------    -------------    -------------     -------------     -------------

  196,272,631      155,667,794       17,111,393        24,488,861        39,962,525
- -------------    -------------    -------------     -------------     -------------
  279,642,460      178,280,302       17,317,658        25,189,518        41,799,778


  250,381,351       72,101,049             --                --                --   
- -------------    -------------    -------------     -------------     -------------
$ 530,023,811    $ 250,381,351    $  17,317,658     $  25,189,518     $  41,799,778
=============    =============    =============     =============     =============


  219,124,926       71,716,511             --                --                --   
   97,229,761       65,697,216        4,747,541         7,335,077        10,359,662
   (7,187,616)      (2,198,909)         (27,374)          (12,748)          (91,924)
   69,414,878       83,910,108       11,933,909        15,544,305        27,025,023
- -------------    -------------    -------------     -------------     -------------
  378,581,949      219,124,926       16,654,076        22,866,634        37,292,761
=============    =============    =============     =============     =============

<CAPTION>
         DECEMBER 31:     
- ------------------------------     DECEMBER 31,      DECEMBER 31,      DECEMBER 31,
     1996             1995             1996              1996              1996 
- -------------    -------------    -------------     -------------     -------------
<S>              <C>              <C>               <C>               <C>          
$    1.399702    $    1.142586    $    1.039845     $    1.101584     $    1.120855
=============    =============    =============     =============     =============
$    1.285567    $    1.086152    $    1.022013     $    1.082693     $    1.101634
=============    =============    =============     =============     =============
</TABLE>







                                      17
<PAGE>   251
================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

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

<TABLE>
<CAPTION>
                                                                            AGSPC                           AGSPC 
                                                                    CAPITAL CONSERVATION            CAPITAL CONSERVATION
                                                                            FUND                            FUND
                                                                ----------------------------    ----------------------------
                                                                         DIVISION 1                       DIVISION 7
                                                                ----------------------------    ----------------------------
                                                                    1996            1995            1996            1995 
                                                                ------------    ------------    ------------    ------------
<S>                                                             <C>             <C>             <C>             <C>         
OPERATIONS:
Net investment income ......................................... $    385,044    $    449,111    $  3,053,956    $  2,607,547
Net realized gain (loss) on investments .......................       60,355          65,122        (425,696)       (138,616)
Capital gains distributions from mutual funds .................         --              --              --              --   
Net unrealized appreciation (depreciation)
   of investments during the year .............................     (428,426)        906,759      (2,170,354)      5,643,853
                                                                ------------    ------------    ------------    ------------
     Increase in net assets resulting from operations .........       16,973       1,420,992         457,906       8,112,784
                                                                ------------    ------------    ------------    ------------

PRINCIPAL TRANSACTIONS:
Purchase payments .............................................      280,092         286,600      10,990,401      10,464,260
Surrenders of accumulation units by terminations,
   withdrawals, and maintenance fees ..........................     (624,478)       (623,792)     (2,515,394)     (1,972,220)
Annuity benefit payments ......................................         (512)           (499)           --              --   
Amounts transferred (to) from VALIC general account ...........     (953,654)     (1,306,120)     (7,231,500)     (3,821,311)
                                                                ------------    ------------    ------------    ------------
     Increase (decrease) in net assets
       resulting from principal transactions ..................   (1,298,552)     (1,643,811)      1,243,507       4,670,729
                                                                ------------    ------------    ------------    ------------
TOTAL INCREASE (DECREASE) IN NET ASSETS .......................   (1,281,579)       (222,819)      1,701,413      12,783,513

NET ASSETS:
Beginning of year .............................................    7,783,449       8,006,268      53,588,066      40,804,553
                                                                ------------    ------------    ------------    ------------
End of year ................................................... $  6,501,870    $  7,783,449    $ 55,289,479    $ 53,588,066
                                                                ============    ============    ============    ============

CHANGE IN UNITS OUTSTANDING:
Accumulation units beginning of year ..........................    2,402,085       2,953,861      29,573,808      26,859,219
Purchase payments .............................................       87,169          96,297       6,098,740       6,253,935
Surrenders ....................................................     (196,821)       (207,008)     (1,343,357)     (1,058,493)
Transfers - interdivision and (to) from VALIC
  general account . ...........................................     (300,897)       (441,065)     (4,042,697)     (2,480,853)
                                                                ------------    ------------    ------------    ------------
Accumulation units end of year ................................    1,991,536       2,402,085      30,286,494      29,573,808
                                                                ============    ============    ============    ============

<CAPTION>
                                                                        DECEMBER 31:                     DECEMBER 31:
                                                                ----------------------------    ----------------------------
                                                                    1996            1995            1996            1995 
                                                                ------------    ------------    ------------    ------------
<S>                                                             <C>             <C>             <C>             <C>         
Accumulation unit value ....................................... $   3.262402    $   3.238370    $   1.825549    $   1.812011
                                                                ============    ============    ============    ============
Annuity unit value assuming a 3.5% discount factor ............ $   1.794552    $   1.843690    $   1.255251    $   1.289558
                                                                ============    ============    ============    ============
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS.







                                       18
<PAGE>   252


================================================================================
SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
             AGSPC                            AGSPC                         
     GOVERNMENT SECURITIES           INTERNATIONAL GOVERNMENT                                   AGSPC                          
             FUND                            BOND FUND                                     MONEY MARKET FUND              
- -----------------------------    ------------------------------    ----------------------------------------------------------------
          DIVISION 8                        DIVISION 13                       DIVISION 2                        DIVISION 6   
- -----------------------------    ------------------------------    ------------------------------    ------------------------------
     1996            1995             1996             1995             1996             1995             1996             1995 
- -------------   -------------    -------------    -------------    -------------    -------------    -------------    -------------
<C>             <C>              <C>              <C>              <C>              <C>              <C>              <C>          
$   4,076,937   $   2,982,495    $   6,561,676    $   3,459,290    $     216,537    $     306,524    $   3,525,805    $   3,277,326
     (378,294)        (28,711)       1,815,703          911,852             --               --               --               --   
         --              --            295,588          114,019             --               --               --               --   
                
   (2,658,037)      5,103,399       (2,362,017)       3,111,995             --               --               --               --   
- -------------   -------------    -------------    -------------    -------------    -------------    -------------    -------------
    1,040,606       8,057,183        6,310,950        7,597,156          216,537          306,524        3,525,805        3,277,326
- -------------   -------------    -------------    -------------    -------------    -------------    -------------    -------------
                
                
   18,451,360      15,047,915       48,300,297       31,073,737          163,293          355,756       40,448,483       26,840,702
                
   (3,354,710)     (1,987,445)      (4,925,561)      (1,946,252)        (465,203)        (681,366)     (13,617,200)      (7,793,169)
         --              --                (33)            --               --               --             (1,584)          (1,574)
   (2,269,092)      9,219,172       16,174,338       42,026,449       (1,426,148)        (806,250)      10,145,727      (54,484,648)
- -------------   -------------    -------------    -------------    -------------    -------------    -------------    -------------
                
   12,827,558      22,279,642       59,549,041       71,153,934       (1,728,058)      (1,131,860)      36,975,426      (35,438,689)
- -------------   -------------    -------------    -------------    -------------    -------------    -------------    -------------
   13,868,164      30,336,825       65,859,991       78,751,090       (1,511,521)        (825,336)      40,501,231      (32,161,363)
                
                
   71,703,775      41,366,950      112,312,180       33,561,090        6,391,022        7,216,358       80,257,395      112,418,758
- -------------   -------------    -------------    -------------    -------------    -------------    -------------    -------------
$  85,571,939   $  71,703,775    $ 178,172,171    $ 112,312,180    $   4,879,501    $   6,391,022    $ 120,758,626    $  80,257,395
=============   =============    =============    =============    =============    =============    =============    =============
                
                
   39,847,053      26,667,073       73,369,250       25,691,713        2,917,361        3,442,237       51,907,757       75,765,781
   10,391,393       9,058,310       31,815,367       21,413,110           73,255          165,743       25,572,924       18,072,687
   (1,871,516)     (1,149,951)      (3,112,236)      (1,286,336)        (208,252)        (316,475)      (8,565,366)      (5,090,822)
   (1,236,761)      5,271,621       10,529,212       27,550,763         (639,830)        (374,144)       6,208,780      (36,839,889)
- -------------   -------------    -------------    -------------    -------------    -------------    -------------    -------------
   47,130,169      39,847,053      112,601,593       73,369,250        2,142,534        2,917,361       75,124,095       51,907,757
=============   =============    =============    =============    =============    =============    =============    =============

<CAPTION>
         December 31:                       December 31:                      December 31:                      December 31:
- -----------------------------    ------------------------------    ------------------------------    ------------------------------
     1996            1995             1996             1995             1996             1995             1996             1995 
- -------------   -------------    -------------    -------------    -------------    -------------    -------------    -------------
<S>             <C>              <C>              <C>              <C>              <C>              <C>              <C>          
$    1.815651   $    1.799475    $    1.582230    $    1.530780    $    2.277444    $    2.190686    $    1.607212    $    1.545802
=============   =============    =============    =============    =============    =============    =============    =============
$    1.248443   $    1.280634    $    1.321708    $    1.323493    $    1.399179    $    1.392992    $    1.093041    $    1.088077
=============   =============    =============    =============    =============    =============    =============    =============
</TABLE>





                                       19
<PAGE>   253

================================================================================
FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

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


<TABLE>
<CAPTION>
                                                                     VANGUARD          VANGUARD
                                                                       FIXED            FIXED 
                                                                      INCOME            INCOME 
                                                                     SECURITIES       SECURITIES
                                                                       FUND -         FUND - L/T
                                                                   L/T CORPORATE    U.S. TREASURY
                                                                     PORTFOLIO         PORTFOLIO 
                                                                    ------------     ------------
                                                                    DIVISION 22       DIVISION 23
                                                                    ------------     ------------
                                                                        1996*            1996*
                                                                    ------------     ------------
<S>                                                                 <C>              <C>         
OPERATIONS:
Net investment income ...........................................   $     36,167     $     46,282
Net realized gain on investments ................................          2,260            2,349
Capital gains distributions from mutual funds ...................         31,298             --   
Net unrealized appreciation (depreciation)
   of investments during the year ...............................        (11,407)          33,654
                                                                    ------------     ------------
     Increase in net assets resulting from operations ...........         58,318           82,285
                                                                    ------------     ------------

PRINCIPAL TRANSACTIONS:
Purchase payments ...............................................      1,030,635        1,117,289
Surrenders of accumulation units by terminations,
   withdrawals, and maintenance fees ............................         (3,212)          (9,447)
Annuity benefit payments ........................................           --               --   
Amounts transferred (to) from VALIC general account .............      2,445,116        3,186,574
                                                                    ------------     ------------
     Increase in net assets
       resulting from principal transactions ....................      3,472,539        4,294,416
                                                                    ------------     ------------
TOTAL INCREASE IN NET ASSETS ....................................      3,530,857        4,376,701

NET ASSETS:
Beginning of year ...............................................           --               --   
                                                                    ------------     ------------
End of year .....................................................   $  3,530,857     $  4,376,701
                                                                    ============     ============

CHANGE IN UNITS OUTSTANDING:
Accumulation units beginning of year ............................           --               --   
Purchase payments ...............................................      1,099,573        1,138,211
Surrenders ......................................................         (3,347)          (9,203)
Transfers - interdivision and (to) from VALIC general account ...      2,274,215        3,045,361
                                                                    ------------     ------------
Accumulation units end of year ..................................      3,370,441        4,174,369
                                                                    ============     ============
<CAPTION>
                                                                    December 31,     December 31,
                                                                        1996             1996 
                                                                    ------------     ------------
<S>                                                                 <C>              <C>         
Accumulation unit value .........................................   $   1.047595     $   1.048470
                                                                    ============     ============
Annuity unit value assuming a 3.5% discount factor ..............   $   1.029630     $   1.030490
                                                                    ============     ============
</TABLE>

* For the period from July 1, 1996 to December 31, 1996.

SEE NOTES TO FINANCIAL STATEMENTS.





                                       20
<PAGE>   254

================================================================================
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 thirty-three 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"): 
      AGSPC Stock Index Fund (Divisions 10A, B, C, and D)
      AGSPC MidCap Index Fund (Division 4)
      AGSPC Small Cap Index Fund (Division 14)
      AGSPC International Equities Fund (Division 11)
      AGSPC Growth Fund (Division 15)
      AGSPC Growth & Income Fund (Division 16)
      AGSPC Science & Technology Fund (Division 17)
      AGSPC Social Awareness Fund (Division 12)
      AGSPC Timed Opportunity Fund (Division 5)
      AGSPC Capital Conservation Fund (Divisions 1 and 7)
      AGSPC Government Securities Fund (Division 8)
      AGSPC International Government Bond Fund (Division 13)
      AGSPC Money Market Fund (Divisions 2 and 6)
     Dreyfus Variable Investment Fund --
      Dreyfus Small Cap Portfolio (Division 18)
     Founders Growth Fund (Division 30)
     Neuberger&Berman Guardian Trust (Division 29)
     Putnam Global Growth Fund (Division 28)
     Putnam New Opportunities Fund (Division 26)
     Putnam OTC & Emerging Growth Fund (Division 27)
     Scudder Growth and Income Fund (Division 21)
     Templeton Foreign Fund (Division 32)
     Templeton Variable Products Series Fund:
      Templeton Asset Allocation Fund (Division 19)
      Templeton International Fund (Division 20)
     Twentieth Century Ultra Fund (Division 31)
     Vanguard Fixed Income Securities Fund:
      Long-Term Corporate Portfolio (Division 22)
      Long-Term U.S. Treasury Portfolio (Division 23)
     Vanguard/Wellington Fund (Division 25)
     Vanguard/Windsor II (Division 24)

Divisions 21 through 32 commenced operations on July 1, 1996.

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 as
reported by the Fund.

     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 1983(a) Individual Mortality 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.


                                       21
<PAGE>   255

================================================================================
NOTES TO FINANCIAL STATEMENTS - CONTINUED                     SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------

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, 0.85% on the first
$10,000,000, 0.425% on the next $90,000,000, and 0.21% 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 through 32, 1.25%. Certain
unaffiliated mutual funds reimburse to VALIC a portion of the distribution or
administrative costs associated with offering their funds through a VALIC
annuity contract. VALIC, in turn reduces the separate account charge to that
division by the amount of the reimbursement. The expense reduction is credited
daily based on the following annual rates: for Divisions 26 through 30 and
Division 32, 0.25%; for Division 31, 0.20%.

   Pursuant to the reorganization agreement entered into on April 17, 1987,
which transferred VALIC Separate Accounts One and Two into Separate Account A
Divisions 10A and 10B, respectively, expenses of each division (as defined to
include underlying mutual fund expenses) are limited to the following rates
based on average daily net assets: Division 10A, 1.4157% on the first
$359,065,787, 1.36% on the next $40,934,213, and 1.32% on the excess over
$400,000,000; Division 10B, 0.6966% on the first $25,434,267, 0.5% on the next
$74,565,733, and 0.25% on the excess over $100,000,000. Accordingly, during the
years ended December 31, 1996 and 1995, VALIC reduced expenses of Division 10B
by $73,695 and $69,586, 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 $3,625,368 and $2,494,903 for the years
ended December 31, 1996, and December 31, 1995, respectively.

   VALIC received surrender charges of $1,998,356 and $1,299,069 for the years
ended December 31, 1996, and December 31, 1995, respectively. In addition,
VALIC received $76,330 and $11,846 for the year ended December 31, 1996, in
sales load on variable annuity purchase payments for Divisions 10A and 10B,
respectively. 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. 

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, 1996:

<TABLE>
<CAPTION>
                                                                                                                      UNREALIZED
                                                                         MARKET                                      APPRECIATION
UNDERLYING FUND                             DIVISION          SHARES     PRICE         MARKET            COST       (DEPRECIATION)
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>             <C>          <C>      <C>              <C>              <C>           
AGSPC Stock Index Fund ...............      10A,B,C,D       87,073,994   $22.76   $1,981,804,121   $1,327,746,117   $  654,058,004
AGSPC MidCap Index Fund ..............           4          29,632,311    19.09      565,680,826      449,572,385      116,108,441
AGSPC Small Cap Index Fund ...........          14          11,997,478    15.38      184,521,204      153,924,818       30,596,386
AGSPC International Equities Fund ....          11          17,597,622    10.86      191,110,175      186,523,328        4,586,847
AGSPC Growth Fund ....................          15          37,305,439    16.99      633,819,402      536,223,583       97,595,819
AGSPC Growth & Income Fund ...........          16          11,029,231    15.53      171,283,956      143,198,387       28,085,569
AGSPC Science & Technology Fund ......          17          36,314,121    19.54      709,577,919      650,004,665       59,573,254
AGSPC Social Awareness Fund ..........          12           6,746,465    15.53      104,772,608       92,520,041       12,252,567
AGSPC Timed Opportunity Fund .........           5          14,900,615    11.62      173,145,150      164,668,872        8,476,278
Dreyfus Small Cap Portfolio ..........          18          12,622,965    52.08      657,404,003      554,202,812      103,201,191
Founders Growth Fund .................          30           2,008,357    15.87       31,872,619       33,570,159       (1,697,540)
Neuberger&Berman Guardian Trust ......          29             576,221    15.87        9,144,621        8,796,170          348,451
Putnam Global Growth Fund ............          28           1,616,874    10.82       17,494,577       17,999,131         (504,554)
Putnam New Opportunities Fund ........          26           1,226,012    40.63       49,812,851       51,432,630       (1,619,779)
Putnam OTC & Emerging Growth Fund ....          27           2,978,308    14.62       43,542,866       48,163,458       (4,620,592)
Scudder Growth and Income Fund .......          21             788,862    23.23       18,325,255       18,240,537           84,718
Templeton Asset Allocation Fund ......          19           9,215,934    21.08      194,271,899      163,221,896       31,050,003
Templeton Foreign Fund ...............          32           3,770,922    10.36       39,066,749       37,944,959        1,121,790
Templeton International Fund .........          20          28,785,081    18.40      529,645,484      429,586,719      100,058,765
Twentieth Century Ultra Fund .........          31             614,433    28.09       17,259,437       17,919,344         (659,907)
Vanguard/Wellington Fund .............          25             957,006    26.15       25,025,702       25,469,774         (444,072)
Vanguard/Windsor II ..................          24           1,738,829    23.83       41,436,294       41,653,662         (217,368)
AGSPC Capital Conservation Fund ......         1 & 7         6,540,731     9.44       61,744,501       62,635,525         (891,024)
AGSPC Government Securities Fund .....           8           8,740,580     9.79       85,570,274       87,080,789       (1,510,515)
AGSPC Intl Government Bond Fund ......          13          14,664,070    12.14      178,021,807      177,770,389          251,418
AGSPC Money Market Fund ..............         2 & 6       125,248,759     1.00      125,248,759      125,248,759             --
Vanguard Fixed Income Securities Fund:
   Long-Term Corporate Portfolio .....          22             401,405     8.79        3,528,351        3,539,758          (11,407)
   Long-Term Treasury Portfolio ......          23             460,773     9.96        4,589,300        4,555,646           33,654
                                                                                  --------------   --------------   --------------
                                                                                  $6,848,720,710   $5,613,414,313   $1,235,306,397
                                                                                  ==============   ==============   ==============
</TABLE>





                                       22
<PAGE>   256

================================================================================
SEPARATE ACCOUNT A
- --------------------------------------------------------------------------------

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, 1996, the aggregate cost of purchases and
proceeds from sales of investments were:

<TABLE>
<CAPTION>
                                                             PURCHASES          SALES
                                                          --------------   --------------
<S>                                                       <C>              <C>           
AGSPCStock Index Fund:
   Division 10A .......................................   $   17,021,738   $   43,812,850
   Division 10B .......................................        2,580,971        5,429,098
   Division 10C .......................................      256,325,254       25,747,213
   Division 10D .......................................        2,027,471        8,102,453
AGSPCMidCap Index Fund Division 4 .....................       82,810,931       47,686,904
AGSPCSmall Cap Index Fund Division 14 .................       39,025,150       19,167,355
AGSPCInternational Equities Fund Division 11 ..........       86,696,926       98,467,340
AGSPCGrowth Fund Division 15 ..........................      335,262,129          301,789
AGSPCGrowth & Income Fund Division 16 .................       86,012,396        1,299,897
AGSPCScience & Technology Fund Division 17 ............      352,574,477       53,374,853
AGSPCSocial Awareness Fund Division 12 ................       42,813,000        3,268,198
AGSPCTimed Opportunity Fund Division 5 ................       28,638,442       32,465,770
Dreyfus Small Cap Portfolio Division 18 ...............      249,716,319        6,505,702
Founders Growth Fund Division 30 ......................       33,570,159             --
Neuberger&Berman Guardian Trust Division 29 ...........        8,898,099          112,793
Putnam Global Growth Fund Division 28 .................       18,021,308           23,414
Putnam New Opportunities Fund Division 26 .............       51,544,430          121,537
Putnam OTC & Emerging Growth Fund Division 27 .........       48,276,161          121,717
Scudder Growth and Income Fund Division 21 ............       18,402,759          184,641
Templeton Asset Allocation Fund Division 19 ...........       82,157,269        2,508,019
Templeton Foreign Fund Division 32 ....................       37,950,945            6,111
Templeton International Fund Division 20 ..............      218,306,492       20,995,568
Twentieth Century Ultra Fund Division 31 ..............       18,018,419          118,068
Vanguard/Wellington Fund Division 25 ..................       25,469,774             --
Vanguard/Windsor II Division 24 .......................       41,722,849           80,961
AGSPCCapital Conservation Fund:
   Division 1 .........................................          693,471        1,607,591
   Division 7 .........................................       14,085,173        9,602,267
AGSPCGovernment Securities Fund Division 8 ............       25,289,634        8,298,547
AGSPCInternational Government Bond Fund Division 13 ...       90,682,754       24,293,817
AGSPCMoney Market Fund:
   Division 2 .........................................        1,864,996        3,374,351
   Division 6 .........................................      234,317,827      194,495,674
Vanguard Fixed Income Securities Fund:
   Long-Term Corporate Portfolio Division 22 ..........        3,689,310          151,812
   Long-Term U.S. Treasury Portfolio Division 23 ......        4,877,356          324,059
                                                          --------------   --------------
      Total ...........................................   $2,559,344,389   $  612,050,369
                                                          ==============   ==============
</TABLE>



                                       23
<PAGE>   257

================================================================================
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, and 11 through
32, inclusive) comprising Separate Account A as of December 31, 1996. 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
21 through 32, inclusive, for which we audited the statements of operations and
the statements of changes in net assets for the period from July 1, 1996
(inception) to December 31, 1996. 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, 1996,
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, 1996, 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 24, 1997



                                      24
<PAGE>   258

THE VARIABLE ANNUITY LIFE INSURANCE COMPANY                    --------------
SEPARATE ACCOUNT A                                                Bulk Rate  
                                                                 U.S. Postal 
P.O. Box 3206                                                       PAID     
Houston, Texas 77253-3206                                      Permit No. 6__
                                                               Houston, Texas
                                                               --------------
<PAGE>   259
 
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
 
                               SEPARATE ACCOUNT A
                                 CONTRACT FORM
                               PORTFOLIO DIRECTOR
                                      AND
                              PORTFOLIO DIRECTOR 2
 
                           PART C. OTHER INFORMATION
 
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
 
     (a)  Financial Statements
 
          Filed with Part A:
 
            Selected Purchase Unit Data for each Fund for the last ten years or
since inception
 
        Filed with Part B:
 
        (i)  Audited Financial Statements
 
             The Variable Annuity Life Insurance Company
 
                Report of Independent Auditors
 
                Consolidated Balance Sheets
 
                Consolidated Statements of Income
 
                Consolidated Statements of Changes in Stockholder Equity
 
                Consolidated Statements of Cash Flows
 
                Notes to Consolidated Financial Statements
 
        (ii)  Audited Financial Statements
 
              The Variable Annuity Life Insurance Company Separate Account A --
 
                Report of Independent Auditors
 
                Statement of Net Assets
 
                Statement of Operations
 
                Statements of Changes in Net Assets
 
                Division Financial Statements
 
                Notes to Financial Statements
 
       All other schedules for which provision is made in the applicable
       accounting regulation of the Securities and Exchange Commission are not
       required under the related instructions, are inapplicable, or the related
       information is included in the financial statements and therefore such
       schedules have been omitted.
 
                                       C-1
<PAGE>   260
 
     (b) Exhibits
 
<TABLE>
<C>                      <S>
          1.             -- Resolutions adopted by The Variable Annuity Life
                            Insurance Company Board of Directors at its Annual
                            Meeting of April 18, 1979 establishing The Variable
                            Annuity Life Insurance Company Separate Account A,
                            incorporated herein by reference to Post-Effective
                            Statement No. 5 filed with the Securities and Exchange
                            Commission ("SEC") on March 1, 1996 (File No. 33-
                            75292/811-3240)
          2.             -- Not Applicable.
          3.             -- Underwriting Agreement between The Variable Annuity Life
                            Insurance Company, The Variable Annuity Life Insurance
                            Company Separate Account A and The Variable Annuity
                            Marketing Company, incorporated herein by reference to
                            Post-Effective Amendment No. 5 filed with the SEC on
                            March 1, 1996 (File No. 33-75292/811-3240).
          4(a).          -- Specimen Individual Annuity Contract. (Form UIT-194),
                            incorporated herein by reference to Post-Effective
                            Amendment No. 5 filed with the SEC on March 1, 1996 (File
                            No. 33-75292/811-3240).
          4(b)(i).       -- Specimen Group Annuity Contract. (Form UITG-194),
                            incorporated herein by reference to Post-Effective
                            Amendment No. 5 filed with the SEC on March 1, 1996 (File
                            No. 33-75292/811-3240).
          4(b)(ii).      -- Specimen Individual Non-Qualified Annuity Contract. (Form
                            UITN-194), incorporated herein by reference to
                            Post-Effective Amendment No. 5 filed with the SEC on
                            March 1, 1996 (File No. 33-75292/811-3240).
          4(b)(iii).     -- Specimen Certificate of Participation under Group Annuity
                            Contract. (Form UITG-194P), incorporated herein by
                            reference to Post-Effective Amendment No. 5 filed with
                            the SEC on March 1, 1996 (File No. 33-75292/811-3240).
          4(b)(iv).      -- Specimen Individual Retirement Account Annuity Contract.
                            (Form UIT-IRA-194), incorporated herein by reference to
                            Post-Effective Amendment No. 5 filed with the SEC on
                            March 1, 1996 (File No. 33-75292/811-3240).
          4(b)(v).       -- Specimen Simplified Employee Pension Contract (Form
                            UIT-SEP-194), incorporated herein by reference to
                            Post-Effective Amendment No. 5 filed with the SEC on
                            March 1, 1996 (File No. 33-75292/811-3240).
          5(a).          -- Specimen Application for Annuity Contract, incorporated
                            herein by reference to Post-Effective Amendment No. 5
                            filed with the SEC on March 1, 1996 (File No.
                            33-75292/811-3240).
          5(b).          -- Specimen Group Master Application, incorporated herein by
                            reference to Post-Effective Amendment No. 5 filed with
                            the SEC on March 1, 1996 (File No. 33-75292/811-3240).
          6(a).          -- Copy of Amended and Restated Articles of Incorporation of
                            The Variable Annuity Life Insurance Company, incorporated
                            herein by reference to Post-Effective Amendment No. 5
                            filed with the SEC on March 1, 1996 (File No.
                            33-75292/811-3240).
          6(b).          -- Copy of Amendment Number One to Amended and Restated
                            Articles of Incorporation of The Variable Annuity Life
                            Insurance Company (as amended through April 28, 1989)
                            effective March 28, 1990, incorporated herein by
                            reference to Post-Effective Amendment No. 5 filed with
                            the SEC on March 1, 1996 (File No. 33-75922/811-3240).
          7.             -- Not Applicable.
</TABLE>
 
                                       C-2
<PAGE>   261
<TABLE>
          <S>            <C>
          8(a).          -- Participation Agreement between The Variable Annuity Life
                            Insurance Company and Templeton Variable Products Series
                            Fund, incorporated herein by reference to Post-Effective
                            Amendment No. 5 filed with the SEC on March 1, 1996 (File
                            No. 33-75292/811-3240).
          8(b).          -- Participation Agreement between The Variable Annuity Life
                            Insurance Company and Dreyfus Variable Investment Fund,
                            incorporated herein by reference to Post-Effective
                            Amendment No. 5 filed with the SEC on March 1, 1994 (File
                            No. 33-75292/811-3420).
          8(c).          -- Order Transmission Agreement between The Variable Annuity
                            Life Insurance Company and Scudder Service Corporation,
                            incorporated herein by reference to Post-Effective
                            Amendment No. 8 filed with the SEC on June 28, 1996.
                            (File No. 33-75292/811-3240)
          8(d).          -- Fund Participation Agreement between The Variable Annuity
                            Life Insurance Company and Putnam Mutual Funds Corp.,
                            incorporated herein by reference to Post-Effective
                            Amendment No. 8 filed with the SEC on June 28, 1996.
                            (File No. 33-75292/811-3240)
          8(e).          -- Fund Participation Agreement between The Variable Annuity
                            Life Insurance Company and Twentieth Century Investors
                            Inc., incorporated herein by reference to Post-Effective
                            Amendment No. 8 filed with the SEC on June 28, 1996.
                            (File No. 33-75292/811-3240)
          8(f).          -- Participation Agreement between The Variable Annuity Life
                            Insurance Company and Founders Growth Fund Inc.,
                            incorporated herein by reference to Post-Effective
                            Amendment No. 8 filed with the SEC on June 28, 1996.
                            (File No. 33-75292/811-3240)
          8(g).          -- Master Shareholder Services Agreement between The
                            Variable Annuity Life Insurance Company and Franklin
                            Templeton Group of Funds, incorporated herein by
                            reference to Post-Effective Amendment No. 8 filed with
                            the SEC on June 28, 1996. (File No. 33-75292/811-3240)
          8(h).          -- Participation Agreement between The Variable Annuity Life
                            Insurance Company and Vanguard Group, Inc., incorporated
                            herein by reference to Post-Effective Amendment No. 8
                            filed with the SEC on June 28, 1996. (File No.
                            33-75292/811-3240)
          8(i)           -- Agreement between The Variable Annuity Life Insurance
                            Company and
                            Neuberger & Berman Management Inc., incorporated herein
                         by reference to Post-Effective Amendment No. 8 filed with
                         the SEC on June 28, 1996. (File No. 33-75292/811-3240)
          9.             -- Written Consent and Opinion of Cynthia A. Toles, Senior
                            Associate General Counsel and Secretary, incorporated
                            herein by reference to Post-Effective Amendment No. 5
                            filed with the SEC on March 1, 1995 (File No.
                            33-75292/811-3240).
         10.             -- Consent of Independent Auditors.
         11.             -- Not Applicable.
         12.             -- Not Applicable.
         13.             -- Calculation of standard and nonstandard performance
                            information.
         14.             -- Financial Data Schedule. (Exhibit 27 for purposes of
                            electronic filing).
</TABLE>
 
                                       C-3
<PAGE>   262
<TABLE>
         <S>             <C>
         15.             -- Confidential Personal Data Form which discloses Section
                            403(b)(11) withdrawal restrictions as set forth in a
                            no-action letter issued by the SEC on November 28, 1988,
                            and which requires the signed acknowledgement of
                            participants who purchase Section 403(b) annuities with
                            regard to these withdrawal restrictions, incorporated
                            herein by reference to Post-Effective Amendment No. 5
                            filed with the SEC on March 1, 1996 (File No.
                            33-75292/811-3240).
         16(a).          -- Copies of manually signed powers of attorney for The
                            Variable Annuity Life Insurance Company Directors Robert
                            M. Devlin, Peter V. Tuters, Stephen D. Bickel, Joe C.
                            Osborne, and Sam Magee, incorporated herein by reference
                            to Post-Effective Amendment No. 5 filed with the SEC on
                            March 1, 1996 (File No. 33-75292/811-3240).
         16(b).          -- Copy of manually signed power of attorney for The
                            Variable Annuity Life Insurance Company Director Harold
                            S. Hook, incorporated herein by reference to
                            Post-Effective Amendment No. 5 filed with the SEC on
                            March 1, 1996 (File No. 33-75292/811-3240).
         16(c).          -- Copy of manually signed power of attorney for The
                            Variable Annuity Life Insurance Company Director Austin
                            P. Young, incorporated herein by reference to
                            Post-Effective Amendment No. 5 filed with the SEC on
                            March 1, 1996 (File No. 33-75292/811-3240).
         16(d).          -- Copy of manually signed power of attorney for The
                            Variable Annuity Life Insurance Company Director Jon P.
                            Newton incorporated herein by reference to Post-Effective
                            Amendment No. 6 filed with the SEC on April 19, 1996
                            (File No. 33-75292/811-3240).
</TABLE>
 
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
 
     The directors and principal officers of the Company are set forth below,
together with their current principal occupations including any position with
American General Corporation ("AGC"), the indirect parent of The Variable
Annuity Life Insurance Company ("VALIC"), the depositor of the Registrant, and
The Variable Annuity Marketing Company ("VAMCO"), the principal underwriter of
the Contracts issued through the Registrant. The business address of each
officer and director is 2929 Allen Parkway, Houston, Texas 77019.
 
<TABLE>
<CAPTION>
          NAMES AND PRINCIPAL
           BUSINESS ADDRESS                      POSITIONS AND OFFICES HELD WITH DEPOSITOR
          -------------------                    -----------------------------------------
<S>                                      <C>
Harold S. Hook.........................  Senior Chairman of the Board of Directors, VALIC.
                                         Chairman of the Board, American General Corporation.
Robert M. Devlin.......................  Senior Chairman of the Board of Directors, VALIC.
                                         President, American General Corporation.
Jon P. Newton..........................  Vice Chairman of the Board of Directors, VALIC.
                                         Vice Chairman of the Board of Directors and General
                                         Counsel, American General Corporation
Peter V. Tuters........................  Director; Vice President and Chief Investment Officer,
                                         VALIC.
                                         Senior Vice President and Chief Investment Officer,
                                         American General Corporation.
Stephen D. Bickel......................  Chairman and Chief Executive Officer, VALIC.
                                         Chairman of the Board of Directors, VAMCO.
Craig R. Rodby.........................  Vice Chairman of the Board of Directors, VALIC.
Thomas L. West, Jr.....................  Director, President, VALIC.
                                         Director, VAMCO
</TABLE>
 
                                       C-4
<PAGE>   263
<TABLE>
<CAPTION>
          NAMES AND PRINCIPAL
           BUSINESS ADDRESS                      POSITIONS AND OFFICES HELD WITH DEPOSITOR
          -------------------                    -----------------------------------------
<S>                                      <C>
Sam E. Magee...........................  Director; Senior Vice President -- Operations, VALIC.
Joe C. Osborne.........................  Director; Senior Vice President -- Marketing, VALIC.
                                         Director and President, VAMCO.
Brent C. Nelson........................  Director, Senior Vice President and Controller, Finance,
                                         VALIC.
Donald L. Sharps.......................  Senior Vice President -- Systems VALIC
J. David Crank.........................  Vice President -- Group Plan Administration, VALIC.
Stephen H. Field.......................  Vice President -- Real Estate VALIC
Norman Jaskol..........................  Vice President and Managing Director -- Investments,
                                         VALIC.
Elizabeth B. Johnson...................  Vice President -- Organizational Services VALIC
Stephen G. Kellison....................  Vice President and Chief Actuary VALIC
Ronald E. Kopke........................  Vice President -- Sales Operations, VALIC.
                                         Senior Vice President -- VAMCO.
Charles D. Robinson....................  Vice President -- National Markets VALIC
Jack L. Rochelle.......................  Vice President -- Information Technology Services VALIC
Phillip W. Schraub.....................  Vice President -- Customer Service VALIC
Conway R. Shaw.........................  Vice President -- Group Marketing VALIC
William A. Wilson......................  Vice President and General Counsel, VALIC.
Bobby Ray Worrell......................  Vice President -- Systems Development Service VALIC
Cynthia A. Toles.......................  Secretary, VALIC.
                                         Director, Secretary and Assistant Treasurer, VAMCO.
James D. Bonsall.......................  Treasurer, VALIC.
Jane E. Bates..........................  Chief Compliance Officer, VALIC.
                                         Treasurer, VAMCO.
D. Lynne Walters.......................  Tax Officer, VALIC.
                                         Tax Officer, VAMCO.
                                         Vice President -- Taxes, American General Corporation.
</TABLE>
 
ITEM 26. PERSON CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT
 
     No person is controlled by the Registrant. The Registrant is a segregated
asset account of the Company ("Depositor") established in accordance with the
Texas Insurance Code. The Registrant supports benefits payable under Variable
Annuity Contracts investing in American General Series Portfolio Company (the
"Series Company"), the Templeton Asset Allocation Fund and Templeton
International Fund (each a separate series of Templeton Variable Products Series
Fund), and Small Cap Portfolio of the Dreyfus Variable Investment Fund. The
Registrant votes Series Company shares and shares held in Templeton Variable
Products Series Fund and Dreyfus Variable Investment Fund only as directed by
the contract owner. (See "Voting Rights" in the Prospectus for these Contracts.)
 
     The Depositor is indirectly wholly-owned by AGC (formerly American General
Insurance Company.) Therefore, the Depositor and various companies affiliated
with the Depositor may be deemed to be under common control with the Registrant.
These companies, together with their state of incorporation and the identity of
the owners of their common stock, are set forth in Exhibit 21, "Subsidiaries of
American General Corporation," of the Form 10-K of AGC filed for the year ended
December 31, 1996 (File No. 1-7981), which is incorporated herein by reference.
 
                                       C-5
<PAGE>   264
 
ITEM 27. NUMBER OF CONTRACT OWNERS
 
     As of a date within 90 days prior to the date of filing, there were 264,754
individual Contract Owners, 5,892 group Contract Owners of the qualified
Contracts, offered by the Portfolio Director prospectus of the Registrant, and
11,839 individual Contract Owners and 5 group Contract Owners of the
non-qualified Contracts offered by the Portfolio Director prospectus. The
Registrant issues different contracts through other Registration Statements.
 
ITEM 28. INDEMNIFICATION
 
     Set forth below is a summary of the general effect of applicable provisions
of the Depositor's Bylaws regarding indemnification of, and advancement of legal
expenses to, the Depositor's officers, directors and employees (collectively,
"Indemnitees").
 
     The Depositor shall indemnify any Indemnitee who was or is a named
defendant or respondent or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative, arbitrative, or investigative (including any action by or in the
right of the Depositor), or any appeal of such action, suit or proceeding and
any inquiry or investigation that could lead to such an action, suit or
proceeding, by reason of the fact that the Indemnitee is or was a director, or
officer or employee of the Depositor, or is or was serving at the request of the
Depositor as a director, officer, partner, venturer, proprietor, trustee,
employee, or similar functionary of another foreign or domestic corporation or
nonprofit corporation, partnership, joint venture, sole proprietorship, trust,
employee benefit plan or other enterprise, against judgments, penalties
(including excise and similar taxes), fines, amounts paid in settlement, and
reasonable expenses (including court costs and attorneys' fees) actually
incurred by him in connection with such action, suit or proceeding, if
Indemnitee acted in good faith and in a manner he reasonably believed, (i) in
the case of conduct in his official capacity as a director of the Depositor, to
be in the best interests of the Depositor and (ii) in all other cases, to be not
opposed to the best interests of the Depositor; and, with respect to any
criminal action or proceeding, if Indemnitee had no reasonable cause to believe
his conduct was unlawful; provided, however that in the case of any threatened,
pending or completed action, suit or proceeding by or in the right of the
Depositor, the indemnity shall be limited to reasonable expenses (including
court costs and attorneys' fees) actually incurred in connection with such
action, suit or proceeding; and no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to
be liable to the Depositor or liable on the basis that personal benefit was
improperly received by him, whether or not the benefit resulted from an action
taken in the person's official capacity as a director or officer. The
termination of any action, suit or proceeding by judgment, order, settlement, or
conviction, or on a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the Indemnitee did not act in good faith and
in a manner which Indemnitee reasonably believed to be in the best interests of
the Depositor; and, with respect to any criminal action or proceeding, shall not
create a presumption that the person had reasonable cause to believe that his
conduct was unlawful.
 
     Where an Indemnitee of the Depositor or other person entitled to indemnity
hereunder has been wholly successful, on the merits or otherwise, in defense of
any such action, suit or proceeding, Indemnitee shall be indemnified against
reasonable expenses (including court costs and attorneys' fees) actually
incurred by him in connection therewith.
 
     Any indemnification (unless otherwise ordered by a court of competent
jurisdiction) shall be made by the Depositor only as authorized in a specific
case upon a determination that the applicable standard of conduct has been met.
Such determination shall be made (i) by the Board of Directors by a majority
vote of a quorum consisting of directors who at the time of the vote have not
been named as defendants or respondents in such action, suit or proceeding, or
(ii) if such a quorum cannot be obtained, by a majority vote of a committee of
the Board of Directors, designated to act in the matter by a majority vote of
all directors, consisting solely of two or more directors who at the time of the
vote are not named defendants or respondents in such action, suit or proceeding,
or (iii) by special legal counsel selected by the Board of Directors (or a
committee thereof) by vote in the manner set forth in subparagraphs (i) and
 
                                       C-6
<PAGE>   265
 
(ii) immediately above or if such a quorum cannot be obtained and such a
committee cannot be established, by a majority vote of all directors, or (iv) by
the shareholders in a vote that excludes the shares held by any Indemnitee who
is named as a defendant or respondent in such action, suit or proceeding.
 
     Reasonable expenses incurred by an Indemnitee of the Depositor or other
person entitled to indemnity hereunder, who was, is or is threatened to be made
a named defendant or respondent in any such action, suit or proceeding described
above may be paid by the Depositor in advance of the final disposition thereof
upon (i) receipt of a written affirmation by the Indemnitee of his good faith
belief that he has met the standard of conduct necessary for indemnification
under this article and a written undertaking by or on behalf of the Indemnitee
to repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the Depositor as authorized under this article and
(ii) a determination that the facts then known to those making the determination
would not preclude indemnification under this article.
 
     Notwithstanding any other provision of this article, the Depositor may pay
or reimburse expenses incurred by any Indemnitee of the Depositor or any other
person entitled to indemnity hereunder in connection with his appearance as a
witness or other participation in any action, suit or a proceeding described
above at a time when he is not named defendant or respondent in such action,
suit or proceeding.
 
     Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers and controlling
persons of the Registrant, as provided above or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification by the Depositor is against public policy, as expressed in the
Act, and therefore may be unenforceable. In the event (a) that a claim for such
indemnification (except insofar as it provides for the payment by the Depositor
of expenses incurred or paid by a director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted against the
Depositor by such director, officer or controlling person; and (b) the
Securities and Exchange Commission is still of the same opinion that the
Depositor or Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit such cause to a court of
appropriate jurisdiction, the question of whether such indemnification by the
Depositor is against public policy as expressed in the Act will be governed by
the final adjudication of such issue.
 
ITEM 29. PRINCIPAL UNDERWRITERS
 
     (a) VAMCO acts as exclusive distributor and principal underwriter of the
Registrant and as principal underwriter for the Series Company, a registered
investment company.
 
     (b) The following information is furnished with respect to each officer and
director of VAMCO:
 
<TABLE>
<CAPTION>
           NAME AND PRINCIPAL                        POSITIONS AND OFFICES
            BUSINESS ADDRESS                              WITH VAMCO
            ----------------                              ----------
<S>                                        <C>
Stephen D. Bickel(1).....................  Chairman of the Board of Directors
Thomas L. West, Jr.......................  Director
Joe C. Osborne(1)........................  Director and President
Cynthia A. Toles(1)......................  Director, Secretary and Assistant
                                           Treasurer
Ronald E. Kopke(1).......................  Senior Vice President
Jane E. Bates(1).........................  Treasurer
D. Lynne Walters(1)......................  Tax Officer
Todd M. Adams............................  Vice President
8500 Normandale Lake Blvd.
Suite 750
Bloomington, MN 55437
</TABLE>
 
                                       C-7
<PAGE>   266
<TABLE>
<CAPTION>
           NAME AND PRINCIPAL                        POSITIONS AND OFFICES
            BUSINESS ADDRESS                              WITH VAMCO
            ----------------                              ----------
<S>                                        <C>
F. William Scott.........................  Vice President
Two Summit Park Drive
Suite 410
Independence, OH 44131
Edward K. Boero..........................  Vice President
222 South Harbor Blvd.
10th Floor
Anaheim, CA 92805
Steven P. Boero..........................  Vice President
1900 O'Farrell Street
Suite 390
San Mateo, CA 94403-1311
Joe H. Connell...........................  Vice President
10851 N. Black Canyon Hwy.
Suite 700
Phoenix, AZ 85029
James J. Costello........................  Vice President
1767 Sentry Parkway West 19
Suite 300
Blue Bell, PA 19422
Paige T. Davis...........................  Vice President
7310 Ritchie Highway
Suite 800
Glen Burnie, MD 21060
George E. Downing........................  Vice President
100 Ashford Center North
Suite 100
Atlanta, GA 30338
Robert G. Fillmore.......................  Vice President
90 Woodbridge Center Dr.
Suite 300
Woodbridge, NJ 07095
James K. Graham..........................  Vice President
1301 West Long Lake Road
Suite 340
Troy, MI 48098
Richard R. Gumpert.......................  Vice President
5400 LBJ Freeway
Suite 1340
Dallas, TX 75240
Thomas N. Lange..........................  Vice President
10006 N. Dale Mabry Hwy.
Suite 113
Tampa, FL 33618
Alden D. Lewis...........................  Vice President
1800 S.W. First Avenue
Suite 505
Portland, OR 97201
</TABLE>
 
                                       C-8
<PAGE>   267
<TABLE>
<CAPTION>
           NAME AND PRINCIPAL                        POSITIONS AND OFFICES
            BUSINESS ADDRESS                              WITH VAMCO
            ----------------                              ----------
<S>                                        <C>
David R. Lyle............................  Vice President
University Tower
3100 Tower Road
Suite 1601, Box 50
Durham, NC 27707
Sharon J. Novickas.......................  Vice President
230 West Monroe
Suite 1550
Chicago, IL 60606
Robert A. Obester........................  Vice President
800 Gessner
Suite 1280
Houston, TX 77024
Evan Cole................................  Vice President
410 Amherst Street
Suite 250
Nashua, NH 03063
William G. Tubbs.........................  Vice President
550 Congressional Blvd.
Suite 280
Carmel, IN 46032
Donald R. Van Putten.....................  Vice President
165 South Union Blvd.
Suite 1050
Lakewood, CO 80228
</TABLE>
 
- ---------------
 
(1) 2929 Allen Parkway, Houston, Texas 77019
 
     (c) VAMCO is the principal underwriter for the Registrant. The licensed
agents who sell the forms of Contract covered by this registration statement are
compensated for such sales by commissions paid by Depositor. These commissions
do not result in any change to the Registrant or to Contract Owners,
Participants, Annuitants or Beneficiaries in addition to the charges described
in the prospectuses for the Contract.
 
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
 
     The books or other documents required to be maintained by Section 31(a) of
the Investment Company Act of 1940 and the Rules promulgated thereunder will be
in the physical possession of:
 
        The Variable Annuity Life Insurance Company
        2929 Allen Parkway
        Houston, Texas 77019
 
ITEM 31. MANAGEMENT SERVICES
 
     There have been no management-related services provided to the Separate
Account for the last three fiscal years.
 
ITEM 32. UNDERTAKINGS
 
     a. VALIC hereby commits itself, on behalf of the Contract Owners, to the
following undertakings:
 
          1. To file a post-effective amendment to this registration statement
     as frequently as necessary to ensure that the audited financial statements
     in the registration statement are never more than 16 months old for so long
     as payments under he variable annuity contracts may be accepted;
 
                                       C-9
<PAGE>   268
 
          2. To include either (1) as part of any application to purchase a
     contract offer by the prospectus, a space that an applicant can check to
     request a Statement of Additional Information; or (2) a post card or
     similar written communication affixed to or included in the prospectus that
     the applicant can remove to send for a Statement of Additional Information:
 
          3. To deliver any Statement of Additional Information and any
     financial statements required to be made available under this form promptly
     upon written or oral request.
 
     b. The Company hereby represents that the fees and charges deducted under
the contract, in the aggregate, are reasonable in relation to the services
rendered, the expenses expected to be incurred and the risks assumed by the
Company.
 
ITEM 33. WITHDRAWAL RESTRICTIONS FOR 403(B) PLANS
 
     The Tax Reform Act of 1986 added to the Internal Revenue Code a new Section
403(b)(11) which applies to tax years beginning after December 31, 1988. This
paragraph provides that withdrawal restrictions apply to contributions made and
interest earned subsequent to December 31, 1988. Such restrictions require that
distributions not begin before age 59 1/2, separation from service, death,
disability, or hardship (only employee contributions without accrued interest
may be withdrawn in case of hardship). These withdrawal restrictions appear in
Section 403(b) Annuities for Employees of Certain Tax-Exempt Organizations or
Public Educational Institutions in the Prospectus for Contracts of this
Registration Statement.
 
     The Company relies on a no-action letter issued by the Securities and
Exchange Commission on November 28, 1988 stating that no enforcement action
would be taken under sections 22(e), 27(c)(1), or 27(d) of the Investment
Company Act of 1940 if, in effect, the Company permits restrictions on cash
distributions from elective contributions to the extent necessary to comply with
Section 403(b)(11) of the Internal Revenue Code in accordance with the following
conditions:
 
          (1) Include appropriate disclosure regarding the redemption
     restrictions imposed by Section 403(b)(11) in each registration statement,
     including the prospectus, used in connection with the offer of the
     Contract;
 
          (2) Include appropriate disclosure regarding the redemption
     restrictions imposed by Section 403(b)(11) in any sales literature used in
     connection with the offer of the Contract;
 
          (3) Instruct sales representatives who solicit participants to
     purchase the Contract specifically to being the redemption restrictions
     imposed by Section 403(b)(11) to the attention of the potential
     participants;
 
          (4) Obtain from each plan participant who purchases a Section 403(b)
     annuity Contract, prior to or at the time of such purchase, a signed
     statement acknowledging the participant's understanding of (1) the
     restrictions on redemption imposed by Section 403(b)(11), and (2) the
     investment alternatives available under the employer's Section 403(b)
     arrangement, to which the participant may elect to transfer his contract
     value.
 
     The Company has complied, and is complying, with the provisions of
paragraphs (1)-(4) above.
 
     The Company relies on Rule 6c-7 of the Investment Company Act of 1940 (the
"Act") which states that a registered separate account, and any depositor of or
underwriter for such account, shall be exempt from the provisions of sections
22(e), 27(c)(1) and 27(d) of the Act with respect to this Contract participating
in this account to the extent necessary to permit compliance with the Texas
Optional Retirement Program (Program) in accordance with the following
conditions:
 
          (a) include appropriate disclosure regarding the restrictions on
     redemption imposed by the Program in each registration statement, including
     the prospectus, used in connection with the Program;
 
                                      C-10
<PAGE>   269
 
          (b) include appropriate disclosure regarding the restrictions on
     redemption imposed by the Program in any sales literature used in
     connection with the offer of this Contract to Program participants;
 
          (c) instruct salespeople who solicit Program participants to purchase
     this Contract specifically to bring the restrictions on redemption imposed
     by the Program to the attention of potential Program participants.
 
          (d) obtain from each Program participant who purchases this Contract
     in connection with the Program, prior to or at the time of such purchase, a
     signed statement acknowledging the restrictions on redemption imposed by
     the Program.
 
     The Company has complied, and is complying, with the provisions of
paragraphs (a)-(d) above.
 
                                      C-11
<PAGE>   270
        As required by the Securities Act of 1933 and the Investment Company
Act of 1940, the Registrant, The Variable Annuity Life Insurance Company
Separate Account A, certifies that it meets the requirements of Securities Act
Rule 485(b) for effectiveness of this Registration Statement, and has duly
caused this amendment to be signed on its behalf by the undersigned thereunto
duly authorized, and its seal to be hereunto affixed and attested, all in the
City of Houston, State of Texas, on the 18th day of April, 1997.
                                        

                                          THE VARIABLE ANNUITY LIFE
                                          INSURANCE COMPANY SEPARATE
                                                 ACCOUNT A
                               
                               
                                          The Variable Annuity Life
                                           Insurance Company
                               
Attest: /s/ CYNTHIA A. TOLES              By: /s/ STEPHEN D. BICKEL
        ---------------------------           ----------------------------------
            Cynthia A. Toles                      Stephen D. Bickel
            Secretary                             Chairman and Chief Executive 
                                                  Officer
                                                                               
<PAGE>   271
        As required by the Securities Act of 1933 and the Investment Company
Act of 1940, the Depositor, The Variable Annuity Life Insurance Company,
certifies that it meets the requirements of Securities Act Rule 485(b) for 
effectiveness of this Registration Statement, and has duly caused this 
amendment to be signed on its behalf by the undersigned thereunto duly 
authorized, and its seal to be hereunto affixed and attested, all in the
City of Houston, State of Texas, on the 18th day of April, 1997.


                                          THE VARIABLE ANNUITY LIFE
                                          INSURANCE COMPANY 
                                       
                               
                               
Attest: /s/ CYNTHIA A. TOLES              By: /s/ STEPHEN D. BICKEL
        ---------------------------           ----------------------------------
            Cynthia A. Toles                      Stephen D. Bickel    
            Secretary                             Chairman and Chief Executive 
                                                  Officer
                                                                               
                            
<PAGE>   272
        Pursuant to the requirements of the Securities Act of 1933, this
amendment has been signed below by the following persons in the capacities and
on the date indicated.


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

<S>                            <C>                              <C> 
  /s/  STEPHEN D. BICKEL       Chairman and Chief Executive     April 18th, 1997
- ----------------------------     Officer                              
       Stephen D. Bickel


  /s/  THOMAS L. WEST, JR.      President and Director          April 18th, 1997
- ----------------------------                                          
       Thomas L. West, Jr.


  /s/  BRENT C. NELSON          Senior Vice President,          April 18th, 1997
- ----------------------------    Controller and Director               
       Brent C. Nelson


  /s/  BRENT C. NELSON          Principal Accounting Officer    April 18th, 1997
- ----------------------------                                         
       Brent C. Nelson


             **                 Senior Chairman of the Board    April   , 1997
- ----------------------------      of Directors                        --
       Harold S. Hook


              *                 Senior Chairman of the Board    April   , 1997
- ----------------------------      of Directors                        --
       Robert M. Devlin 


              *                 Vice Chairman of the Board      April   , 1997
- ----------------------------      of Directors                        --
       Jon P. Newton
                            
</TABLE>
<PAGE>   273

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

<S>                            <C>                              <C> 
   /s/ CRAIG R. RODBY          Vice Chairman of the Board       April 18th, 1997
- ----------------------------   of Directors                           
       Craig R. Rodby 


              *                 Senior Vice President -         April     , 1997
- ----------------------------    Operations and Director               ----
       Sam E. Magee  


              *                 Senior Vice President -         April     , 1997
- ----------------------------    Marketing and Director                ----
       Joe C. Osborne


              *                 Vice President, Chief           April     , 1997
- ----------------------------    Investment Officer and Director       ----
       Peter V. Tuters


*By: /s/ CYNTHIA A. TOLES                                       April 18th, 1997
- ----------------------------                                          
      Cynthia A. Toles
      Attorney-in-Fact


**By: /s/ STEPHEN D. BICKEL                                     April 18th, 1997
- ----------------------------                                          
      Stephen D. Bickel
      Attorney-in-Fact
</TABLE>
<PAGE>   274
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
    EXHIBIT NO.
    -----------
<S>                 <C>
   10.              -- Consent of Independent Auditors
   13.              -- Calculation of standard and nonstandard performance
                       information.
   14.              -- Financial Data Schedule (Exhibit 27 for purposes of
                       electronic filing).
</TABLE>
 
- ---------------
 
* Page numbers inserted in manually signed copy only

<PAGE>   1

                                                                 EXHIBIT 10


                        CONSENT OF INDEPENDENT AUDITORS


We consent to the reference to our firm under the caption "Experts" and to the
use of our reports dated February 14, 1997 as to The Variable Annuity Life
Insurance Company and January 24, 1997 as to The Variable Annuity Life
Insurance Company Separate Account A in Post-Effective Amendment No. 9 to the
Registration Statement (Form N-4, No. 33-75292) of The Variable Annuity Life
Insurance Company Separate Account A.



                                        /s/ ERNST & YOUNG LLP
                                        --------------------------------------
                                            ERNST & YOUNG LLP

Houston, Texas
April 16, 1997

<PAGE>   1
                   CALCULATIONS FOR PERFORMANCE INFORMATION
             IN PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION




                        Illustration of Calculation of
                          Average Annual Total Return




       SEPARATE ACCOUNT A - WITH SURRENDER CHARGES AND MAINTENANCE FEES


<TABLE>
<CAPTION>
       DIVISION 10 (PERIOD ENDING 12/31/96)          1 year     3 years     5 years      Since
          Inception Date: April 20, 1987                                               Inception
<S>                                                  <C>         <C>         <C>             <C> 
 Ending value before surrender charges:              1,214.23    1,641.38    1,880.23        0.00
 (90 % limit)                                            x 90%       x 90%       x 90%       x 90%
                                                     --------    --------    --------   ---------
                                                     1,092.81    1,477.24    1,692.21        0.00
 5 % surrender charge:                                    x 5%        x 5%        x 5%        x 5%
                                                     --------    --------    --------   ---------
 Surrender charge:                                      54.64       73.86       84.61        0.00
                                                     ========    ========    ========   =========
 Ending value before surrender charge:               1,214.23    1,641.38    1,880.23        0.00
 Less surrender charge: $50.00 LIMIT                    50.00       50.00       50.00        0.00
                                                     --------    --------    --------   ---------
 Ending value after surrender charge:                1,164.23    1,591.38    1,830.23        0.00
                                                     --------    --------    --------   ---------
 Average Annual Total Return Data

 Present Value - Initial Purchase (P):               1,000.00    1,000.00    1,000.00    1,000.00

 Future Value - End. Value after surr. chg (ERV):    1,164.23    1,591.38    1,830.23    2,813.13

 Number of years (n):                                    1.00        3.00        5.00    9.706849

 Average Annual Total Return (T):                       16.42%      16.75%      12.85%      11.29%
</TABLE>










<PAGE>   2


                                 Data for Division 10C STOCK INDEX
                                 Maintenance fee charged quarterly
                                  Monthly Contribution (14) =               0

<TABLE>
<CAPTION>
     (1)           (2)          (3)        (4)      (5)        (6)     (7)       (8)     (9)      (10)    (11)
                            [(2b-2a)/2a]         [(3b+1)*           [(3b+1)*          [(3b+1)*          [(3b+1)*
                                                (5a+(14))-         (7a+(14))-        (9a+(14))-        (11a+(14))-
                                                   (4)]               (6)]              (8)]              (10)]

     Date       Unit Value    % Change    Maint   $1,000      Maint  $1,000     Maint  $1,000     Maint  $1,000
                              In Unit      Fee  Investment     Fee Investment    Fee Investment    Fee Investment
                               Values          Since Inception       5 years           3 years           1 year
                 DIV 10C                 |-----------------maximum maintenance fee $3.75 per quarter--------------|
====================================================================================================================
   <S>       <C> <C>           <C>        <C>      <C>        <C>    <C>        <C>    <C>        <C>    <C>     
              * Inception date 4/20/87
    20-Apr-87 *  1.000000                          1,000.00
       Apr-87    0.983733     -0.016267   0.00       983.73
       May-87    0.991339      0.007732   0.00       991.34
       Jun-87 1  1.039922      0.049007   0.35     1,039.58
       Jul-87    1.088863      0.047062   0.00     1,088.50
       Aug-87    1.131177      0.038861   0.00     1,130.80
       Sep-87 1  1.103117     -0.024806   0.37     1,102.38
       Oct-87    0.862597     -0.218037   0.00       862.02
       Nov-87    0.792474     -0.081293   0.00       791.95
       Dec-87 1  0.856238      0.080462   0.28       855.38
       Jan-88    0.886990      0.035915   0.00       886.11
       Feb-88    0.925334      0.043229   0.00       924.41
       Mar-88 1  0.895865     -0.031847   0.30       894.67
       Apr-88    0.903639      0.008678   0.00       902.44
       May-88    0.907917      0.004734   0.00       906.71
       Jun-88 1  0.945578      0.041481   0.31       944.01
       Jul-88    0.941187     -0.004644   0.00       939.62
       Aug-88    0.906777     -0.036560   0.00       905.27
       Sep-88 1  0.945692      0.042916   0.31       943.81
       Oct-88    0.967037      0.022571   0.00       965.11
       Nov-88    0.951402     -0.016168   0.00       949.51
       Dec-88 1  0.968670      0.018150   0.32       966.42
</TABLE>

<PAGE>   3


                                 Data for Division 10C STOCK INDEX
                                 Maintenance fee charged quarterly
                                  Monthly Contribution (14) =               0

<TABLE>
<CAPTION>
     (1)           (2)          (3)        (4)      (5)        (6)     (7)       (8)     (9)      (10)    (11)
                            [(2b-2a)/2a]         [(3b+1)*           [(3b+1)*          [(3b+1)*          [(3b+1)*
                                                (5a+(14))-         (7a+(14))-        (9a+(14))-        (11a+(14))-
                                                   (4)]               (6)]              (8)]              (10)]

     Date       Unit Value    % Change    Maint   $1,000      Maint  $1,000     Maint  $1,000     Maint  $1,000
                              In Unit      Fee  Investment     Fee Investment    Fee Investment    Fee Investment
                               Values          Since Inception       5 years           3 years           1 year
                 DIV 10C                 |-----------------maximum maintenance fee $3.75 per quarter--------------|
====================================================================================================================
   <S>       <C> <C>           <C>        <C>      <C>        <C>    <C>        <C>    <C>        <C>    <C>     
       Jan-89    1.035019      0.068495   0.00     1,032.61
       Feb-89    1.007656     -0.026437   0.00     1,005.31
       Mar-89 1  1.026340      0.018542   0.34     1,023.62
       Apr-89    1.076142      0.048524   0.00     1,073.28
       May-89    1.118266      0.039144   0.00     1,115.30
       Jun-89 1  1.106383     -0.010626   0.37     1,103.08
       Jul-89    1.201150      0.085655   0.00     1,197.56
       Aug-89    1.222849      0.018065   0.00     1,219.20
       Sep-89 1  1.217594     -0.004297   0.40     1,213.55
       Oct-89    1.189220     -0.023303   0.00     1,185.27
       Nov-89    1.212673      0.019721   0.00     1,208.65
       Dec-89 1  1.238782      0.021530   0.41     1,234.26
       Jan-90    1.155647     -0.067110   0.00     1,151.43
       Feb-90    1.168074      0.010753   0.00     1,163.81
       Mar-90 1  1.199697      0.027073   0.40     1,194.92
       Apr-90    1.166850     -0.027379   0.00     1,162.21
       May-90    1.280713      0.097582   0.00     1,275.62
       Jun-90 1  1.273909     -0.005313   0.42     1,268.42
       Jul-90    1.263565     -0.008120   0.00     1,258.12
       Aug-90    1.143767     -0.094810   0.00     1,138.84
       Sep-90 1  1.087894     -0.048850   0.36     1,082.84
       Oct-90    1.078024     -0.009073   0.00     1,073.02
       Nov-90    1.146774      0.063774   0.00     1,141.45
       Dec-90 1  1.179000      0.028101   0.39     1,173.14
</TABLE>

<PAGE>   4


                                 Data for Division 10C STOCK INDEX
                                 Maintenance fee charged quarterly
                                  Monthly Contribution (14) =               0

<TABLE>
<CAPTION>
     (1)           (2)          (3)        (4)      (5)        (6)     (7)       (8)     (9)      (10)    (11)
                            [(2b-2a)/2a]         [(3b+1)*           [(3b+1)*          [(3b+1)*          [(3b+1)*
                                                (5a+(14))-         (7a+(14))-        (9a+(14))-        (11a+(14))-
                                                   (4)]               (6)]              (8)]              (10)]

     Date       Unit Value    % Change    Maint   $1,000      Maint  $1,000     Maint  $1,000     Maint  $1,000
                              In Unit      Fee  Investment     Fee Investment    Fee Investment    Fee Investment
                               Values          Since Inception       5 years           3 years           1 year
                 DIV 10C                 |-----------------maximum maintenance fee $3.75 per quarter--------------|
====================================================================================================================
   <S>       <C> <C>           <C>        <C>      <C>        <C>    <C>        <C>    <C>        <C>    <C>     
       Jan-91    1.227038      0.040745   0.00     1,220.94
       Feb-91    1.311679      0.068980   0.00     1,305.16
       Mar-91 1  1.340327      0.021841   0.44     1,333.22
       Apr-91    1.339568     -0.000566   0.00     1,332.46
       May-91    1.395707      0.041908   0.00     1,388.31
       Jun-91 1  1.329416     -0.047496   0.44     1,321.93
       Jul-91    1.388704      0.044597   0.00     1,380.88
       Aug-91    1.417723      0.020896   0.00     1,409.74
       Sep-91 1  1.391744     -0.018324   0.46     1,383.44
       Oct-91    1.410132      0.013212   0.00     1,401.72
       Nov-91    1.357625     -0.037236   0.00     1,349.53
       Dec-91 1  1.505641      0.109026   0.50     1,496.16          1,000.00
       Jan-92    1.473359     -0.021441   0.00     1,464.09   0.00     978.56
       Feb-92    1.489841      0.011187   0.00     1,480.46   0.00     989.51
       Mar-92 1  1.457573     -0.021659   0.48     1,447.92   0.32     967.75
       Apr-92    1.494237      0.025154   0.00     1,484.34   0.00     992.10
       May-92    1.500005      0.003860   0.00     1,490.07   0.00     995.93
       Jun-92 1  1.477379     -0.015084   0.49     1,467.11   0.33     980.58
       Jul-92    1.535260      0.039178   0.00     1,524.58   0.00   1,018.99
       Aug-92    1.501168     -0.022206   0.00     1,490.73   0.00     996.37
       Sep-92 1  1.519376      0.012129   0.50     1,508.31   0.34   1,008.12
       Oct-92    1.523170      0.002497   0.00     1,512.08   0.00   1,010.63
       Nov-92    1.572738      0.032543   0.00     1,561.28   0.00   1,043.52
       Dec-92 1  1.589718      0.010796   0.52     1,577.61   0.35   1,054.44
</TABLE>


<PAGE>   5


                                 Data for Division 10C STOCK INDEX
                                 Maintenance fee charged quarterly
                                  Monthly Contribution (14) =               0

<TABLE>
<CAPTION>
     (1)           (2)          (3)        (4)      (5)        (6)     (7)       (8)     (9)      (10)    (11)
                            [(2b-2a)/2a]         [(3b+1)*           [(3b+1)*          [(3b+1)*          [(3b+1)*
                                                (5a+(14))-         (7a+(14))-        (9a+(14))-        (11a+(14))-
                                                   (4)]               (6)]              (8)]              (10)]

     Date       Unit Value    % Change    Maint   $1,000      Maint  $1,000     Maint  $1,000     Maint  $1,000
                              In Unit      Fee  Investment     Fee Investment    Fee Investment    Fee Investment
                               Values          Since Inception       5 years           3 years           1 year
                 DIV 10C                 |-----------------maximum maintenance fee $3.75 per quarter--------------|
====================================================================================================================
   <S>       <C> <C>           <C>        <C>      <C>        <C>    <C>        <C>    <C>        <C>    <C>     
       Jan-93    1.603974      0.008968   0.00     1,591.76   0.00   1,063.89
       Feb-93    1.626466      0.014023   0.00     1,614.08   0.00   1,078.81
       Mar-93 1  1.660648      0.021016   0.55     1,647.46   0.37   1,101.12
       Apr-93    1.618904     -0.025137   0.00     1,606.04   0.00   1,073.44
       May-93    1.659405      0.025018   0.00     1,646.22   0.00   1,100.30
       Jun-93 1  1.661750      0.001413   0.55     1,648.00   0.37   1,101.48
       Jul-93    1.652984     -0.005275   0.00     1,639.31   0.00   1,095.67
       Aug-93    1.712719      0.036138   0.00     1,698.55   0.00   1,135.27
       Sep-93 1  1.697885     -0.008661   0.56     1,683.28   0.37   1,125.06
       Oct-93    1.730769      0.019368   0.00     1,715.88   0.00   1,146.85
       Nov-93    1.712002     -0.010843   0.00     1,697.27   0.00   1,134.42
       Dec-93 1  1.729327      0.010120   0.57     1,713.88   0.38   1,145.52          1,000.00
       Jan-94    1.784271      0.031772   0.00     1,768.33   0.00   1,181.91   0.00   1,031.77
       Feb-94    1.733667     -0.028361   0.00     1,718.18   0.00   1,148.39   0.00   1,002.51
       Mar-94 1  1.655974     -0.044814   0.55     1,640.64   0.36   1,096.56   0.32     957.26
       Apr-94    1.672968      0.010262   0.00     1,657.47   0.00   1,107.82   0.00     967.09
       May-94    1.697012      0.014372   0.00     1,681.30   0.00   1,123.74   0.00     980.99
       Jun-94 1  1.654395     -0.025113   0.54     1,638.53   0.36   1,095.15   0.32     956.03
       Jul-94    1.705734      0.031032   0.00     1,689.38   0.00   1,129.14   0.00     985.70
       Aug-94    1.774123      0.040094   0.00     1,757.11   0.00   1,174.41   0.00   1,025.22
       Sep-94 1  1.728930     -0.025473   0.57     1,711.78   0.38   1,144.11   0.33     998.77
       Oct-94    1.766283      0.021605   0.00     1,748.76   0.00   1,168.83   0.00   1,020.35
       Nov-94    1.701336     -0.036770   0.00     1,684.46   0.00   1,125.85   0.00     982.83
       Dec-94 1  1.724134      0.013400   0.57     1,706.46   0.38   1,140.56   0.33     995.67
</TABLE>


<PAGE>   6


                                 Data for Division 10C STOCK INDEX
                                 Maintenance fee charged quarterly
                                  Monthly Contribution (14) =               0

<TABLE>
<CAPTION>
     (1)           (2)          (3)        (4)      (5)        (6)     (7)       (8)     (9)      (10)    (11)
                            [(2b-2a)/2a]         [(3b+1)*           [(3b+1)*          [(3b+1)*          [(3b+1)*
                                                (5a+(14))-         (7a+(14))-        (9a+(14))-        (11a+(14))-
                                                   (4)]               (6)]              (8)]              (10)]

     Date       Unit Value    % Change    Maint   $1,000      Maint  $1,000     Maint  $1,000     Maint  $1,000
                              In Unit      Fee  Investment     Fee Investment    Fee Investment    Fee Investment
                               Values          Since Inception       5 years           3 years           1 year
                 DIV 10C                 |-----------------maximum maintenance fee $3.75 per quarter--------------|
====================================================================================================================
   <S>       <C> <C>           <C>        <C>      <C>        <C>    <C>        <C>    <C>        <C>    <C>     
       Jan-95    1.768410      0.025680   0.00     1,750.29   0.00   1,169.85   0.00   1,021.24
       Feb-95    1.835155      0.037743   0.00     1,816.35   0.00   1,214.00   0.00   1,059.79
       Mar-95 1  1.886135      0.027780   0.62     1,866.18   0.41   1,247.31   0.36   1,088.87
       Apr-95    1.940792      0.028978   0.00     1,920.26   0.00   1,283.46   0.00   1,120.42
       May-95    2.015864      0.038681   0.00     1,994.54   0.00   1,333.10   0.00   1,163.76
       Jun-95 1  2.060376      0.022081   0.68     2,037.91   0.45   1,362.09   0.40   1,189.06
       Jul-95    2.124836      0.031286   0.00     2,101.66   0.00   1,404.70   0.00   1,226.26
       Aug-95    2.127761      0.001377   0.00     2,104.56   0.00   1,406.63   0.00   1,227.95
       Sep-95 1  2.215905      0.041426   0.73     2,191.01   0.49   1,464.42   0.42   1,278.39
       Oct-95    2.206753     -0.004130   0.00     2,181.96   0.00   1,458.37   0.00   1,273.11
       Nov-95    2.302320      0.043307   0.00     2,276.45   0.00   1,521.53   0.00   1,328.25
       Dec-95 1  2.343900      0.018060   0.77     2,316.80   0.51   1,548.49   0.45   1,351.78          1,000.00
       Jan-96    2.421756      0.033216   0.00     2,393.75   0.00   1,599.93   0.00   1,396.69   0.00   1,033.22
       Feb-96    2.441682      0.008228   0.00     2,413.45   0.00   1,613.09   0.00   1,408.18   0.00   1,041.72
       Mar-96 2  2.462501      0.008526   0.51     2,433.51   0.34   1,626.50   0.30   1,419.89   0.22   1,050.38
       Apr-96    2.496138      0.013660   0.00     2,466.75   0.00   1,648.72   0.00   1,439.28   0.00   1,064.73
       May-96    2.558104      0.024825   0.00     2,527.99   0.00   1,689.65   0.00   1,475.01   0.00   1,091.16
       Jun-96 2  2.564931      0.002669   0.53     2,534.20   0.36   1,693.80   0.31   1,478.64   0.23   1,093.84
       Jul-96    2.449282     -0.045089   0.00     2,419.94   0.00   1,617.43   0.00   1,411.97   0.00   1,044.52
       Aug-96    2.496999      0.019482   0.00     2,467.09   0.00   1,648.94   0.00   1,439.47   0.00   1,064.87
       Sep-96 2  2.634827      0.055197   0.55     2,602.71   0.37   1,739.59   0.32   1,518.61   0.24   1,123.41
       Oct-96    2.705589      0.026856   0.00     2,672.61   0.00   1,786.31   0.00   1,559.39   0.00   1,153.58
       Nov-96    2.901517      0.072416   0.00     2,866.15   0.00   1,915.67   0.00   1,672.32   0.00   1,237.12
       Dec-96 2  2.848437     -0.018294   0.59     2,813.13   0.40   1,880.23   0.35   1,641.38   0.26   1,214.23
</TABLE>


         n=      9.706849 yrs
                 as of 12/31/96

Note: a denotes previous month
      b denotes current month

1 - Maintenance fee applied at quarter end has been converted 
    to 0.1329% / 4 quarters

2-  Maintenance fee applied at quarter end has been converted 
    to 0.0842% / 4 quarters
<PAGE>   7
                   NON-STANDARD AVERAGE ANNUAL TOTAL RETURNS
                (Without surrender charges or maintenance fees)
                            As of December 31, 1996
                                  Division 10

                                 P(1+T)*n = ERV


               1 Year                   3 Years

                 P = $1,000.00            P = $1,000.00
                 n =         1            n =         3
               ERV = $1,215.26          ERV = $1,647.14
                 T =     21.53%           T =     18.10%




               5 Years                  Since Inception

                 P = $1,000.00            P = $1,000.00
                 n =         5            n =  9.706849
               ERV = $1,891.84          ERV = $2,848.44
                 T =     13.60%           T =     11.44%

     
<PAGE>   8
                                Illustration of
                       Calculation of Cumulative Return




                                  Division 10


                          1 Year
                     -----------------
                     Value at 12-31-96               $12,153
                Less Value at 12-31-95               $10,000
                                                 -----------
                                                     $ 2,153
          Divided by Value at 12-31-95               $10,000
                                                 -----------
                     Cumulative Return                 21.53%
                                                 ===========

                          3 Years
                     -----------------
                     Value at 12-31-96               $16,471
                Less Value at 12-31-93               $10,000
                                                 -----------
                                                     $ 6,471
          Divided by Value at 12-31-93               $10,000
                                                 ------------
                     Cumulative Return                 64.71%
                                                 ============

                          5 Years
                     -----------------
                     Value at 12-31-96               $18,918
                Less Value at 12-31-91               $10,000
                                                 -----------
                                                     $ 8,918
          Divided by Value at 12-31-91               $10,000
                                                 -----------
                     Cumulative Return                 89.18%
                                                 ===========

                      Since Inception
                     -----------------
                     Value at 12-31-96               $28,484
                Less Value at 04-20-87               $10,000
                                                 -----------
                                                     $18,484
          Divided by Value at 04-20-87               $10,000
                                                 -----------
                     Cumulative Return                184.84%
                                                 ===========

<PAGE>   9
                   CALCULATIONS FOR PERFORMANCE INFORMATION
             IN PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION





                                Illustration of

     Calculation of Annual and Cumulative Change in Accumulation Unit Value



                                  DIVISION 10

    (1)           (2)           (3)       [(1)-(2)]/(2)  [(1)-(3)]/(3)
                                                           Cumulative
    AUV           AUV           AUV          Annual          Change        Year
  In Yr N      In Yr N-1      In Yr 1        Change      Since 4/20/87      N
- ------------  ------------  ------------  -------------  --------------  -------
   2.848437      2.343900      1.000000       21.53%         184.84%       1996
   2.343900      1.724134      1.000000       35.95%         134.39%       1995
   1.724134      1.729327      1.000000       -0.30%          72.41%       1994
   1.729327      1.589718      1.000000        8.78%          72.93%       1993
   1.589718      1.505641      1.000000        5.58%          58.97%       1992
   1.505641      1.179000      1.000000       27.70%          50.56%       1991
   1.179000      1.238782      1.000000       -4.83%          17.90%       1990
   1.238782      0.968670      1.000000       27.88%          23.88%       1989
   0.968670      0.856238      1.000000       13.13%          -3.13%       1988
   0.856238      1.000000      1.000000      -14.38%         -14.38%       1987

<PAGE>   10
                            Illustration of 30-Day
                   Standardized Yield for Division Thirteen




                                     AGSPC
                           30-DAY STANDARDIZED YIELD
                        FOR NON-MONEY MARKET DIVISIONS
                             OF SEPARATE ACCOUNT A
                              FOR THE MONTH ENDED
                               DECEMBER 31, 1996

                                  Division 13


    Yield =  2[(((a-b)/(cd)+1)*6)-1] =  3.49%


         a =    $768,656.46
         b =    $260,469.04
         c = 111,332,354.32
         d =       1.582230
<PAGE>   11
                            Illustration of 7 - Day
                  Current and Effective Yields for Division 6




Money Market Division Six
As of December 31, 1996



         (1) Seven Day Current Yield:

         1.607212-1.606008                366
         -----------------------   X  -----------   =   0.039198    =     3.92%
              1.606008                     7                            =======



         (2) Seven Day Effective Yield:


         1.607212-1.606008                366/7
       [ -----------------------   +    1]             - 1
              1.606008


                       366/7
       [ 1.00074968493 ]          -  1    0.03994           =      3.99%
                                                                 =======













<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 4
   <NAME> VALIC Separate Account A - Division 4
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                      449,572,385
<INVESTMENTS-AT-VALUE>                     565,680,826
<RECEIVABLES>                                   30,567
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             565,711,393
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                    565,711,393
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                        565,711,393
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                      172,816,978
<SHARES-COMMON-PRIOR>                      172,613,690
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                               565,711,393
<DIVIDEND-INCOME>                            6,776,195
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               5,262,899
<NET-INVESTMENT-INCOME>                      1,513,296
<REALIZED-GAINS-CURRENT>                    51,126,872
<APPREC-INCREASE-CURRENT>                   33,029,566
<NET-CHANGE-FROM-OPS>                       85,669,734
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     25,301,831
<NUMBER-OF-SHARES-REDEEMED>                 25,098,543
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         203,288
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 5
   <NAME> VALIC Separate Account A - Division 5
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                      164,668,872
<INVESTMENTS-AT-VALUE>                     173,145,150
<RECEIVABLES>                                   84,325
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             173,229,475
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                    173,229,475
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                        173,229,475
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                       65,292,617
<SHARES-COMMON-PRIOR>                       75,851,431
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                               173,229,475
<DIVIDEND-INCOME>                            5,922,604
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               1,788,197
<NET-INVESTMENT-INCOME>                      4,134,407
<REALIZED-GAINS-CURRENT>                    26,410,255
<APPREC-INCREASE-CURRENT>                 (13,565,417)
<NET-CHANGE-FROM-OPS>                       16,979,245
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      6,003,535
<NUMBER-OF-SHARES-REDEEMED>                 16,562,349
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                    (10,558,814)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 6
   <NAME> VALIC Separate Account A - Division 6
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                      120,378,551
<INVESTMENTS-AT-VALUE>                     120,378,551
<RECEIVABLES>                                  380,075
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             120,758,626
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                    120,758,626
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                        120,758,626
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                       75,124,095
<SHARES-COMMON-PRIOR>                       51,907,757
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                               120,758,626
<DIVIDEND-INCOME>                            4,429,817
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 904,012
<NET-INVESTMENT-INCOME>                      3,525,805
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                        3,525,805
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     31,781,704
<NUMBER-OF-SHARES-REDEEMED>                  8,565,366
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      23,216,338
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 7
   <NAME> VALIC Separate Account A - Division 7
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       56,085,328
<INVESTMENTS-AT-VALUE>                      55,255,834
<RECEIVABLES>                                   33,645
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              55,289,479
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                     55,289,479
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                         55,289,479
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                       30,286,494
<SHARES-COMMON-PRIOR>                       29,573,808
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                55,289,479
<DIVIDEND-INCOME>                            3,599,885
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 545,929
<NET-INVESTMENT-INCOME>                      3,053,956
<REALIZED-GAINS-CURRENT>                     (425,696)
<APPREC-INCREASE-CURRENT>                  (2,170,354)
<NET-CHANGE-FROM-OPS>                          457,906
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      6,098,740
<NUMBER-OF-SHARES-REDEEMED>                  5,386,054
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         712,686
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        



</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 8
   <NAME> VALIC Separate Account A - Division 8
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       87,080,789
<INVESTMENTS-AT-VALUE>                      85,570,274
<RECEIVABLES>                                    1,665
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              85,571,939
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                     85,571,939
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                         85,571,939
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                       47,130,169
<SHARES-COMMON-PRIOR>                       39,847,053
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                85,571,939
<DIVIDEND-INCOME>                            4,872,690
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 795,753
<NET-INVESTMENT-INCOME>                      4,076,937
<REALIZED-GAINS-CURRENT>                     (378,294)
<APPREC-INCREASE-CURRENT>                  (2,658,037)
<NET-CHANGE-FROM-OPS>                        1,040,606
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     10,391,393
<NUMBER-OF-SHARES-REDEEMED>                  3,108,277
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       7,283,116
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        



</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 103
   <NAME> VALIC Separate Account A - Division 10C
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                    1,043,894,442  
<INVESTMENTS-AT-VALUE>                   1,529,744,413  
<RECEIVABLES>                                  601,957  
<ASSETS-OTHER>                                       0  
<OTHER-ITEMS-ASSETS>                                 0  
<TOTAL-ASSETS>                           1,530,346,370  
<PAYABLE-FOR-SECURITIES>                             0  
<SENIOR-LONG-TERM-DEBT>                  1,530,346,370  
<OTHER-ITEMS-LIABILITIES>                            0  
<TOTAL-LIABILITIES>                      1,530,346,370  
<SENIOR-EQUITY>                                      0  
<PAID-IN-CAPITAL-COMMON>                             0  
<SHARES-COMMON-STOCK>                      536,806,965  
<SHARES-COMMON-PRIOR>                      455,255,243  
<ACCUMULATED-NII-CURRENT>                            0  
<OVERDISTRIBUTION-NII>                               0  
<ACCUMULATED-NET-GAINS>                              0  
<OVERDISTRIBUTION-GAINS>                             0  
<ACCUM-APPREC-OR-DEPREC>                             0  
<NET-ASSETS>                             1,530,346,370  
<DIVIDEND-INCOME>                           24,619,582  
<INTEREST-INCOME>                                    0  
<OTHER-INCOME>                                       0  
<EXPENSES-NET>                              12,878,174  
<NET-INVESTMENT-INCOME>                     11,741,408  
<REALIZED-GAINS-CURRENT>                    21,190,946  
<APPREC-INCREASE-CURRENT>                  222,475,966  
<NET-CHANGE-FROM-OPS>                      255,408,320  
<EQUALIZATION>                                       0  
<DISTRIBUTIONS-OF-INCOME>                            0  
<DISTRIBUTIONS-OF-GAINS>                             0  
<DISTRIBUTIONS-OTHER>                                0  
<NUMBER-OF-SHARES-SOLD>                     99,648,186  
<NUMBER-OF-SHARES-REDEEMED>                 18,096,464  
<SHARES-REINVESTED>                                  0  
<NET-CHANGE-IN-ASSETS>                      81,551,722  
<ACCUMULATED-NII-PRIOR>                              0  
<ACCUMULATED-GAINS-PRIOR>                            0  
<OVERDISTRIB-NII-PRIOR>                              0  
<OVERDIST-NET-GAINS-PRIOR>                           0  
<GROSS-ADVISORY-FEES>                                0  
<INTEREST-EXPENSE>                                   0  
<GROSS-EXPENSE>                                      0  
<AVERAGE-NET-ASSETS>                                 0  
<PER-SHARE-NAV-BEGIN>                                0  
<PER-SHARE-NII>                                      0  
<PER-SHARE-GAIN-APPREC>                              0  
<PER-SHARE-DIVIDEND>                                 0  
<PER-SHARE-DISTRIBUTIONS>                            0  
<RETURNS-OF-CAPITAL>                                 0  
<PER-SHARE-NAV-END>                                  0  
<EXPENSE-RATIO>                                      0  
<AVG-DEBT-OUTSTANDING>                               0  
<AVG-DEBT-PER-SHARE>                                 0  
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 11
   <NAME> VALIC Separate Account A - Division 11
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                      186,523,328
<INVESTMENTS-AT-VALUE>                     191,110,175
<RECEIVABLES>                                  116,353
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             191,226,528
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                    191,226,528
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                        191,226,528
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                      156,226,314
<SHARES-COMMON-PRIOR>                      172,564,018
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                               191,226,528
<DIVIDEND-INCOME>                            3,599,021
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               2,007,600
<NET-INVESTMENT-INCOME>                      1,591,421
<REALIZED-GAINS-CURRENT>                    16,426,800
<APPREC-INCREASE-CURRENT>                  (6,663,813)
<NET-CHANGE-FROM-OPS>                       11,354,408
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     28,526,458
<NUMBER-OF-SHARES-REDEEMED>                 44,864,162
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                    (16,337,704)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        



</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 12
   <NAME> VALIC Separate Account A - Division 12          
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       92,520,041
<INVESTMENTS-AT-VALUE>                     104,772,608
<RECEIVABLES>                                  143,421
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             104,916,029
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                    104,916,029
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                        104,916,029
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                       46,574,016
<SHARES-COMMON-PRIOR>                       32,750,120
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                               104,916,029
<DIVIDEND-INCOME>                            1,339,307
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                 792,838
<NET-INVESTMENT-INCOME>                        546,469
<REALIZED-GAINS-CURRENT>                    11,493,860
<APPREC-INCREASE-CURRENT>                    4,483,540
<NET-CHANGE-FROM-OPS>                       16,523,869
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     15,651,228
<NUMBER-OF-SHARES-REDEEMED>                  1,827,332
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      13,823,896
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        



</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 13
   <NAME> VALIC Separate Account A - Division 13
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                      177,770,389
<INVESTMENTS-AT-VALUE>                     178,021,807
<RECEIVABLES>                                  150,364
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             178,172,171
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                    178,172,171
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                        178,172,171
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                      112,601,593
<SHARES-COMMON-PRIOR>                       73,369,250
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                               178,172,171
<DIVIDEND-INCOME>                            8,037,534
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               1,475,858
<NET-INVESTMENT-INCOME>                      6,561,676
<REALIZED-GAINS-CURRENT>                     2,111,291
<APPREC-INCREASE-CURRENT>                  (2,362,017)
<NET-CHANGE-FROM-OPS>                        6,310,950
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     42,344,579
<NUMBER-OF-SHARES-REDEEMED>                  3,112,236
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      39,232,343
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 14
   <NAME> VALIC Separate Account A - Division 14
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                      153,924,818
<INVESTMENTS-AT-VALUE>                     184,521,204
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             184,521,204
<PAYABLE-FOR-SECURITIES>                        42,882
<SENIOR-LONG-TERM-DEBT>                    184,478,322
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                        184,521,204
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                      103,320,842
<SHARES-COMMON-PRIOR>                       98,335,995
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                               184,478,322
<DIVIDEND-INCOME>                            2,324,957
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               1,687,562
<NET-INVESTMENT-INCOME>                        637,395
<REALIZED-GAINS-CURRENT>                    15,761,592
<APPREC-INCREASE-CURRENT>                    7,711,563
<NET-CHANGE-FROM-OPS>                       24,110,550
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     18,844,484
<NUMBER-OF-SHARES-REDEEMED>                 13,859,637
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       4,984,847
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        



</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 15
   <NAME> VALIC Separate Account A - Division 15
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                      536,223,583
<INVESTMENTS-AT-VALUE>                     633,819,402
<RECEIVABLES>                                1,296,205
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             635,115,607
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                    635,115,607
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                        635,115,607
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                      366,272,509
<SHARES-COMMON-PRIOR>                      164,417,848
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                               635,115,607
<DIVIDEND-INCOME>                            2,128,889
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               4,407,390
<NET-INVESTMENT-INCOME>                    (2,278,501)
<REALIZED-GAINS-CURRENT>                    12,022,429
<APPREC-INCREASE-CURRENT>                   58,161,783
<NET-CHANGE-FROM-OPS>                       67,905,711
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                    207,548,630
<NUMBER-OF-SHARES-REDEEMED>                  5,693,969
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                     201,854,661
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        
                


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 16
   <NAME> VALIC Separate Account A - Division 16
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                      143,198,387
<INVESTMENTS-AT-VALUE>                     171,283,956
<RECEIVABLES>                                  244,249
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             171,528,205
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                    171,528,205
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                        171,528,205
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                      108,341,635
<SHARES-COMMON-PRIOR>                       51,779,089
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                               171,528,205
<DIVIDEND-INCOME>                              799,107
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               1,201,329
<NET-INVESTMENT-INCOME>                      (402,222)
<REALIZED-GAINS-CURRENT>                     3,615,238
<APPREC-INCREASE-CURRENT>                   19,205,904
<NET-CHANGE-FROM-OPS>                       22,418,920
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     58,405,427
<NUMBER-OF-SHARES-REDEEMED>                  1,842,881
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      56,562,546
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 17
   <NAME> VALIC Separate Account A - Division 17
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                      650,004,665
<INVESTMENTS-AT-VALUE>                     709,577,919
<RECEIVABLES>                                1,386,245
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             710,964,164
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                    710,964,164
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                        710,964,164
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                      315,809,646
<SHARES-COMMON-PRIOR>                      187,862,232
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                               710,964,164
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               5,521,307
<NET-INVESTMENT-INCOME>                    (5,521,307)
<REALIZED-GAINS-CURRENT>                    52,776,762
<APPREC-INCREASE-CURRENT>                   15,569,750
<NET-CHANGE-FROM-OPS>                       62,825,205
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                    133,997,401
<NUMBER-OF-SHARES-REDEEMED>                  6,049,987
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                     127,947,414
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        



</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 18
   <NAME> VALIC Separate Account A - Division 18
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                      554,202,812
<INVESTMENTS-AT-VALUE>                     657,404,003
<RECEIVABLES>                                  982,056
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             658,386,059
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                    658,386,059
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                        658,386,059
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                      428,883,250
<SHARES-COMMON-PRIOR>                      267,735,219
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                               658,386,059
<DIVIDEND-INCOME>                            1,224,730
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               6,549,419
<NET-INVESTMENT-INCOME>                    (5,324,689)
<REALIZED-GAINS-CURRENT>                    21,215,059
<APPREC-INCREASE-CURRENT>                   56,124,110
<NET-CHANGE-FROM-OPS>                       72,014,480
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                    169,904,172
<NUMBER-OF-SHARES-REDEEMED>                  8,756,141
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                     161,148,031
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        
                


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 19
   <NAME> VALIC Separate Account A - Division 19
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                      163,221,896
<INVESTMENTS-AT-VALUE>                     194,271,899
<RECEIVABLES>                                  328,988
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             194,600,887
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                    194,600,887
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                        194,600,887
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                      137,384,670
<SHARES-COMMON-PRIOR>                       78,494,505
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                               194,600,887
<DIVIDEND-INCOME>                            3,271,039
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               1,812,817
<NET-INVESTMENT-INCOME>                      1,458,222
<REALIZED-GAINS-CURRENT>                     2,996,724
<APPREC-INCREASE-CURRENT>                   19,843,521
<NET-CHANGE-FROM-OPS>                       24,298,467
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     61,566,921
<NUMBER-OF-SHARES-REDEEMED>                  2,676,756
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      58,890,165
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 20
   <NAME> VALIC Separate Account A - Division 20
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                      429,586,719
<INVESTMENTS-AT-VALUE>                     529,645,484
<RECEIVABLES>                                  378,327
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                             530,023,811
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                    530,023,811
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                        530,023,811
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                      378,581,949
<SHARES-COMMON-PRIOR>                      219,124,926
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                               530,023,811
<DIVIDEND-INCOME>                            4,540,296
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                               4,934,897
<NET-INVESTMENT-INCOME>                      (394,601)
<REALIZED-GAINS-CURRENT>                     4,875,721
<APPREC-INCREASE-CURRENT>                   78,888,709
<NET-CHANGE-FROM-OPS>                       83,369,829
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                    166,644,639
<NUMBER-OF-SHARES-REDEEMED>                  7,187,616
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                     159,457,023
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        



</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 21
   <NAME> VALIC Separate Account A - Division 21 
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       18,240,537
<INVESTMENTS-AT-VALUE>                      18,325,255
<RECEIVABLES>                                   98,230
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              18,423,485
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                     18,423,485
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                         18,423,485
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                       16,524,046
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                18,423,485
<DIVIDEND-INCOME>                              158,744
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  38,490
<NET-INVESTMENT-INCOME>                        120,254
<REALIZED-GAINS-CURRENT>                       630,015
<APPREC-INCREASE-CURRENT>                       84,718
<NET-CHANGE-FROM-OPS>                          834,987
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     16,545,300
<NUMBER-OF-SHARES-REDEEMED>                     21,254
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      16,524,046
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        



</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 22
   <NAME> VALIC Separate Account A - Division 22
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                        3,539,758
<INVESTMENTS-AT-VALUE>                       3,528,351
<RECEIVABLES>                                    2,506
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               3,530,857
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                      3,530,857
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                          3,530,857
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                        3,370,441
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                 3,530,857
<DIVIDEND-INCOME>                               44,221
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   8,054
<NET-INVESTMENT-INCOME>                         36,167
<REALIZED-GAINS-CURRENT>                        33,558
<APPREC-INCREASE-CURRENT>                     (11,407)
<NET-CHANGE-FROM-OPS>                           58,318
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      3,373,788
<NUMBER-OF-SHARES-REDEEMED>                      3,347
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       3,370,441
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        
                  


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 23
   <NAME> VALIC Separate Account A - Division 23
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                        4,555,646
<INVESTMENTS-AT-VALUE>                       4,589,300
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               4,589,300
<PAYABLE-FOR-SECURITIES>                       212,599
<SENIOR-LONG-TERM-DEBT>                      4,376,701
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                          4,589,300
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                        4,174,369
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                 4,376,701
<DIVIDEND-INCOME>                               57,514
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  11,232
<NET-INVESTMENT-INCOME>                         46,282
<REALIZED-GAINS-CURRENT>                         2,349
<APPREC-INCREASE-CURRENT>                       33,654
<NET-CHANGE-FROM-OPS>                           82,285
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      4,183,572
<NUMBER-OF-SHARES-REDEEMED>                      9,203
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       4,174,369
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        



</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 24
   <NAME> VALIC Separate Account A - Division 24
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       41,653,662
<INVESTMENTS-AT-VALUE>                      41,436,294
<RECEIVABLES>                                  363,484
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              41,799,778
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                     41,779,778
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                         41,779,778
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                       37,292,761
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                41,799,778
<DIVIDEND-INCOME>                              576,345
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  88,288
<NET-INVESTMENT-INCOME>                        488,057
<REALIZED-GAINS-CURRENT>                     1,566,564
<APPREC-INCREASE-CURRENT>                    (217,368)
<NET-CHANGE-FROM-OPS>                        1,837,253
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     37,384,685
<NUMBER-OF-SHARES-REDEEMED>                     91,924
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      37,292,761
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 25
   <NAME> VALIC Separate Account A - Division 25
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       25,469,774
<INVESTMENTS-AT-VALUE>                      25,025,702
<RECEIVABLES>                                  163,816
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              25,189,518
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                     25,189,518
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                         25,189,518
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                       22,866,634
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                25,189,518
<DIVIDEND-INCOME>                              379,677
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  53,077
<NET-INVESTMENT-INCOME>                        326,600
<REALIZED-GAINS-CURRENT>                       818,129
<APPREC-INCREASE-CURRENT>                    (444,072)
<NET-CHANGE-FROM-OPS>                          700,657
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     22,879,382
<NUMBER-OF-SHARES-REDEEMED>                     12,748
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      22,866,634
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        
                 


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 26
   <NAME> VALIC Separate Account A - Division 26
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       51,432,630
<INVESTMENTS-AT-VALUE>                      49,812,851
<RECEIVABLES>                                  410,128
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              50,222,979
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                     50,222,979
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                         50,222,979
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                       53,001,699
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                50,222,979
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  91,811
<NET-INVESTMENT-INCOME>                       (91,811)
<REALIZED-GAINS-CURRENT>                       343,034
<APPREC-INCREASE-CURRENT>                  (1,619,779)
<NET-CHANGE-FROM-OPS>                      (1,368,556)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     53,089,201
<NUMBER-OF-SHARES-REDEEMED>                     87,502
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      53,001,699
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        
                 


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 27
   <NAME> VALIC Separate Account A - Division 27
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       48,163,458
<INVESTMENTS-AT-VALUE>                      43,542,866
<RECEIVABLES>                                  224,089
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              43,766,955
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                     43,766,955
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                         43,766,955
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                       48,902,828
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                43,766,955
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  87,360
<NET-INVESTMENT-INCOME>                       (87,360)
<REALIZED-GAINS-CURRENT>                     2,855,128
<APPREC-INCREASE-CURRENT>                  (4,620,592)
<NET-CHANGE-FROM-OPS>                      (1,852,824)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     48,985,705
<NUMBER-OF-SHARES-REDEEMED>                     82,877
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      48,902,828
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        



</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 28
   <NAME> VALIC Separate Account A - Division 28
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       17,999,131
<INVESTMENTS-AT-VALUE>                      17,494,577
<RECEIVABLES>                                  114,481
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              17,609,058
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                     17,609,058
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                         17,609,058
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                       16,648,600
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                17,609,058
<DIVIDEND-INCOME>                              386,503
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  31,952
<NET-INVESTMENT-INCOME>                        354,551
<REALIZED-GAINS-CURRENT>                       767,214
<APPREC-INCREASE-CURRENT>                    (504,554)
<NET-CHANGE-FROM-OPS>                          617,211
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     16,665,066
<NUMBER-OF-SHARES-REDEEMED>                     16,466
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      16,648,600
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        



</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 29
   <NAME> VALIC Separate Account A - Division 29
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                        8,796,170
<INVESTMENTS-AT-VALUE>                       9,144,621
<RECEIVABLES>                                   58,685
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               9,203,306
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                      9,203,306
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                          9,203,306
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                        8,211,592
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                 9,203,306
<DIVIDEND-INCOME>                               33,512
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  17,918
<NET-INVESTMENT-INCOME>                         15,594
<REALIZED-GAINS-CURRENT>                       138,991
<APPREC-INCREASE-CURRENT>                      348,451
<NET-CHANGE-FROM-OPS>                          503,036
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                      8,230,859
<NUMBER-OF-SHARES-REDEEMED>                     19,267
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                       8,211,592
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        
                 


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 30
   <NAME> VALIC Separate Account A - Division 30
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       33,570,159
<INVESTMENTS-AT-VALUE>                      31,872,619
<RECEIVABLES>                                  245,857
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              32,118,476
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                     32,118,476
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                         32,118,476
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                       31,197,464
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                32,118,476
<DIVIDEND-INCOME>                               31,678
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  59,743
<NET-INVESTMENT-INCOME>                       (28,065)
<REALIZED-GAINS-CURRENT>                     2,106,129
<APPREC-INCREASE-CURRENT>                  (1,697,540)
<NET-CHANGE-FROM-OPS>                          380,524
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     31,230,060
<NUMBER-OF-SHARES-REDEEMED>                     32,596
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      31,197,464
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 31
   <NAME> VALIC Separate Account A - Division 31
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       17,919,344
<INVESTMENTS-AT-VALUE>                      17,259,437
<RECEIVABLES>                                   58,221
<ASSETS-OTHER>                              17,317,658
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                              17,317,658
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                     17,317,658
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                         17,317,658
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                       16,654,076
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                17,317,658
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                  37,059
<NET-INVESTMENT-INCOME>                       (37,059)
<REALIZED-GAINS-CURRENT>                       903,231
<APPREC-INCREASE-CURRENT>                    (659,907)
<NET-CHANGE-FROM-OPS>                          206,265
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                     16,681,450
<NUMBER-OF-SHARES-REDEEMED>                     27,374
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                      16,654,076
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        
                 


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<SERIES>
   <NUMBER> 32
   <NAME> VALIC Separate Account A - Division 32
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               DEC-31-1996
<INVESTMENTS-AT-COST>                       37,944,959
<INVESTMENTS-AT-VALUE>                      39,066,749
<RECEIVABLES>                                  388,324
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