VARIABLE ANNUITY LIFE INSURANCE CO SEPARATE ACCOUNT A
485BPOS, 1998-04-29
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<PAGE>   1
 
   
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 1998
    
                                             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. 12      [X]
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT
   COMPANY ACT OF 1940
    
   
                        Amendment No. 56                     [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)
 
                             ---------------------
 
                              NORI L. GABERT, 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, 1998 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
 
   
           TITLE OF SECURITIES BEING REGISTERED: Group and Individual
    
   
                           Variable Annuity Contracts
    
 
   
                SEQUENTIAL NUMBER SYSTEM: PAGE ___ OF ___ PAGES
    
                  EXHIBIT INDEX ON SEQUENTIAL PAGE NUMBER ___
================================================================================
<PAGE>   2
 
   
                  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>   3
 
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT A
                              PORTFOLIO DIRECTOR 2
                               SERIES 2.1 TO 2.12
                                    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>   4
 
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT A
                              PORTFOLIO DIRECTOR 2
                            SERIES 2.1.20 TO 2.12.20
                                    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>   5
 
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT A
                              PORTFOLIO DIRECTOR 2
                            SERIES 2.1.40 TO 2.12.40
                                    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>   6
 
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
                               SEPARATE ACCOUNT A
   
                              PORTFOLIO DIRECTOR T
    
                                    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>   7
 
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 TO 2.12                                               May 1, 1998
    
 
PROSPECTUS
 
Portfolio Director 2 consists of group and individual variable annuity contracts
that are offered by The Variable Annuity Life Insurance Company to Participants
in certain employer sponsored retirement plans. 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     Founders Funds, Inc.:                    Templeton Funds, Inc.:
 Company (AGSPC):                     Founders Growth Fund                     Templeton Foreign Fund --
  Growth Fund                         Neuberger&Berman Management Inc.:        Class 1
  International Government Bond Fund  Neuberger&Berman Guardian Trust
  Money Market Fund                                                            The Vanguard Group, Inc.:
  Science & Technology Fund           Putnam Investments:                      Vanguard Fixed Income
  Social Awareness Fund               Putnam Global Growth Fund                    Securities Fund --
  Stock Index Fund                    Putnam New Opportunities Fund                Long-Term Corporate
                                      Putnam OTC & Emerging Growth                 Portfolio
American Century Investment           Fund                                     Vanguard Fixed Income
  Management, Inc.:                                                                Securities Fund --
  American Century -- Twentieth       Scudder Kemper Investments, Inc.:            Long-Term U.S.
    Century Ultra Fund                Scudder Growth and Income Fund               Treasury Portfolio
                                                                               Vanguard/Wellington 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, 1998, 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>   8
 
                               TABLE OF CONTENTS
 
   
<TABLE>
<CAPTION>
                                                PAGE
                                                ----
<S>                                             <C>
ABOUT THE PROSPECTUS..........................     1
PROFILE OF PORTFOLIO DIRECTOR 2...............     3
FEE TABLE.....................................     5
SELECTED PURCHASE UNIT DATA...................     8
ABOUT PORTFOLIO DIRECTOR 2....................    10
ABOUT VALIC...................................    10
ABOUT VALIC SEPARATE ACCOUNT A................    10
UNITS OF INTERESTS............................    10
VARIABLE ACCOUNT OPTIONS......................    11
     Summary of Funds.........................    11
 
PURCHASE PERIOD...............................    21
     Purchase Payments........................    21
     Purchase Units...........................    21
     Calculation of Purchase Unit Value.......    21
     Choosing Investment Options..............    22
          Fixed Account Options...............    22
          Variable Account Options............    22
     Stopping Purchase Payments...............    22
 
TRANSFERS BETWEEN INVESTMENT OPTIONS..........    23
     During the Purchase Period...............    23
     During the Payout Period.................    23
     Communicating Transfer or Reallocation
       Instructions...........................    23
     Effective Date of Transfer...............    23
 
FEES AND CHARGES..............................    24
     Account Maintenance Fee..................    24
     Surrender Charge.........................    24
          Amount of Surrender Charge..........    24
          10% Free Withdrawal.................    24
          Exceptions to Surrender Charge......    24
     Premium Tax Charge.......................    25
     Separate Account Charges.................    25
     Fund Annual Expense Charges..............    25
     Other Tax Charges........................    25
     Reduction or Waiver of Account
       Maintenance Fee, Surrender, Mortality
       and Expense Risk Fee or Administration
       and Distribution Fee Charges...........    26
     Separate Account Expense Reimbursement...    26
 
PAYOUT PERIOD.................................    27
     Fixed Payout.............................    27
     Variable Payout..........................    27
     Combination Fixed and Variable Payout....    27
     Payout Date..............................    27
     Payout Options...........................    27
     Enhancements to Payout Options...........    28
     Payout Information.......................    28
 
SURRENDER OF ACCOUNT VALUE....................    29
     When Surrenders are Allowed..............    29
     Amount That May Be Surrendered...........    29
     Surrender Restrictions...................    29
     Partial Surrenders.......................    29
     Systematic Withdrawals...................    29
     Distributions Required By Federal Tax
       Law....................................    30
 
EXCHANGE PRIVILEGE............................    31
     Restrictions on Exchange Privilege.......    31
     Taxes and Conversion Costs...............    31
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                PAGE
                                                ----
<S>                                             <C>
     Surrender Charges........................    31
     Exchange Offers for Contracts Other Than
       Portfolio Director and Portfolio
       Director 2.............................    31
     Exchange Offer for Portfolio Director and
       Portfolio Director 2...................    32
     Comparison of Contracts..................    32
     Features of Portfolio Director 2.........    32
     Agents' and Managers' Retirement Plan
       Exchange Offer.........................    32
 
DEATH BENEFITS................................    34
     Beneficiary Information..................    34
     Special Information for Individual
       Non-Tax Qualified Contracts............    34
     During the Purchase Period...............    34
          Interest Guaranteed Death Benefit...    34
          Standard Death Benefit..............    35
     During the Payout Period.................    35
 
HOW TO REVIEW INVESTMENT PERFORMANCE OF
  SEPARATE ACCOUNT DIVISIONS..................    36
     Types of Investment Performance
       Information Advertised.................    36
       Total Return Performance Information...    36
       Standard Average Annual Total Return...    36
       Nonstandard Average Annual Total
       Return.................................    36
       Cumulative Total Return................    36
       Annual Change in Purchase Unit Value...    36
       Cumulative Change in Purchase Unit
          Value...............................    37
       Total Return Based on Different
          Investment Amounts..................    37
       An Assumed Account Value of $10,000....    37
     Yield Performance Information............    37
       AGSPC Money Market Division............    37
       Divisions Other Than The AGSPC Money
          Market Division.....................    37
     Performance Information: Average Annual
       Total Return, Cumulative Return and
       Annual and Cumulative Change in
       Purchase Unit Value Tables.............    37
 
OTHER CONTRACT FEATURES.......................    44
     Changes That May Not Be Made.............    44
     Change of Beneficiary....................    44
     Contingent Owner.........................    44
     Cancellation -- The 20 Day "Free Look"...    44
     We Reserve Certain Rights................    44
     Relationship to Employer's Plan..........    44
 
VOTING RIGHTS.................................    45
     Who May Give Voting Instructions.........    45
     Determination of Fund Shares Attributable
       to Your Account........................    45
       During Purchase Period.................    45
       During Payout Period or after a Death
          Benefit Has Been Paid...............    45
     How Fund Shares Are Voted................    45
 
FEDERAL TAX MATTERS...........................    46
     Type of Plans............................    46
     Tax Consequences in General..............    46
     Effect of Tax-Deferred Accumulations.....    47
 
YEAR 2000.....................................    49
     Year 2000 Risks..........................    49
</TABLE>
    
 
                                      (i)
<PAGE>   9
 
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:
 
<TABLE>
<CAPTION>
DEFINED TERMS                   PAGE NO.
- -------------                   --------
<S>                             <C>
Account Value                        23
Annuitant                            34
Assumed Investment Rate              27
Beneficiary                          34
Contract Owner                       34
Division                             36
Fixed Account Options                34
Home Office                          23
Mutual Fund or Fund                  10
Participant                          01
Participant Year                     24
Payout Period                        23
Payout Unit                          27
Purchase Payments                 21,36
Purchase Period                      23
Purchase Unit                        22
VALIC Separate Account A             45
Variable Account Options          11,34
</TABLE>
 
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>   10
 
                      (This page intentionally left blank)
 
 2
<PAGE>   11
 
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              Growth through investments tracking                         VALIC
EQUITY              Index                    the S&P 500(R) Index
FUND                Fund
- -------------------------------------------------------------------------------------------------------------------------------
ACTIVELY            AGSPC Growth             Growth through investments                                  VALIC
MANAGED             Fund                     in service sector companies
                    -----------------------------------------------------------------------------------------------------------
EQUITY              American Century --      Capital growth through                                      American Century
FUNDS               Twentieth Century        investments in common
                    Ultra Fund               stock
                    -----------------------------------------------------------------------------------------------------------
                    Founders                 Long-term growth of capital through                         Founders
                    Growth                   investment in common stocks of well
                    Fund                     established, high-quality growth companies
                    -----------------------------------------------------------------------------------------------------------
                    Neuberger&Berman         Capital appreciation, and secondarily                       Neuberger&Berman
                    Guardian Trust           current income by investing primarily                       Management Inc.
                                             in common stocks of 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                Long-term capital growth through investments                Templeton
                    Foreign                  in equity and debt securities of companies and
                    Fund -- Class 1          governments outside the U.S.
                    -----------------------------------------------------------------------------------------------------------
                    Vanguard/                Growth and income through                                   Vanguard
                    Windsor II               investment in common stock
- -------------------------------------------------------------------------------------------------------------------------------
BALANCED            Vanguard/                Income and growth through 30 to 40%                         Vanguard
FUND                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 high 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              Income through investments in                               VALIC
MARKET              Market                   short-term money market
FUND                Fund                     securities
- -------------------------------------------------------------------------------------------------------------------------------
 
<CAPTION>
<S>                  <C>
- ------------------------------------------------------------
FIXED                --
OPTIONS
                    ------------------------------------------------------------
                     --
- -----------------------------------------------------------------------------------------------------------------------
                     SUBADVISER
- -------------------------------------------------------------------------------------------------------------------------------
INDEX                Bankers Trust
EQUITY
FUND
- -------------------------------------------------------------------------------------------------------------------------------
ACTIVELY             T. Rowe Price
MANAGED
                    -----------------------------------------------------------------------------------------------------------
EQUITY               N/A
FUNDS
                    -----------------------------------------------------------------------------------------------------------
                     N/A
                    -----------------------------------------------------------------------------------------------------------
                     Neuberger&
                     Berman, LLC
                    -----------------------------------------------------------------------------------------------------------
                     N/A
                    -----------------------------------------------------------------------------------------------------------
                     N/A
                    -----------------------------------------------------------------------------------------------------------
                     N/A
                    -----------------------------------------------------------------------------------------------------------
                     N/A
                    -----------------------------------------------------------------------------------------------------------
                     N/A
                    -----------------------------------------------------------------------------------------------------------
                     N/A
- -------------------------------------------------------------------------------------------------------------------------------
BALANCED             N/A
FUND
- -------------------------------------------------------------------------------------------------------------------------------
INCOME               N/A
FUNDS
                    -----------------------------------------------------------------------------------------------------------
                     N/A
                    -----------------------------------------------------------------------------------------------------------
                     N/A
- -------------------------------------------------------------------------------------------------------------------------------
SPECIALTY            T. Rowe Price
FUNDS
                    -----------------------------------------------------------------------------------------------------------
                     N/A
- -------------------------------------------------------------------------------------------------------------------------------
MONEY                N/A
MARKET
FUND
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    
 
                                                                               3
<PAGE>   12
 
- --------------------------------------------------------------------------------
 
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. Reductions in the account maintenance fee may be available if certain
conditions are met.
 
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 Charge." 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.
 
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.
 
SEPARATE ACCOUNT CHARGES
Depending on the Variable Account Option you choose you may incur a mortality
and expense risk fee and an administration and distribution fee computed at an
aggregate annualized rate of 1.00% to 1.25% on the average daily net asset value
of VALIC Separate Account A. Reductions in the mortality and expense risk fee
and administration and distribution fee may be available for plan types meeting
certain criteria.
 
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. In addition to the
management fees, each Fund incurs other operating expenses which may vary.
    
 
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. In addition, the Company currently reimburses certain Divisions a
portion of the Company's administration and distribution fee for providing
Variable Account Options. Such reimbursement arrangements are voluntary. For
more information as to which Variable Account Options have a Separate Account
Expense Reimbursement see the Fee Table.
    
 
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
PAYOUT OPTIONS
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.
 
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.
 
 4
<PAGE>   13
 
FEE TABLE
- --------------------------------------------------------------------------------
 
CONTRACT OWNER/PARTICIPANT EXPENSES(1)
 
<TABLE>
<S>                                                           <C>
  Account Maintenance Fee ($3.75 per quarter, annualized)(2)     $  15
  Maximum Surrender Charge(2)                                     5.00%
</TABLE>
 
SEPARATE ACCOUNT EXPENSES
(as a percentage of Separate Account net assets):
 
   
<TABLE>
<CAPTION>
                                     MORTALITY     ADMINISTRATION     SEPARATE
                                        AND             AND            ACCOUNT         TOTAL
                                    EXPENSE RISK    DISTRIBUTION       EXPENSE       SEPARATE
               FUND                    FEE(3)          FEE(3)       REIMBURSEMENT   ACCOUNT FEE
               ----                 ------------   --------------   -------------   -----------
<S>                                 <C>            <C>              <C>             <C>
AGSPC Growth                            0.25%           0.75%              --          1.00%
AGSPC International Government
  Bond                                  0.25            0.75               --          1.00
AGSPC Money Market                      0.25            0.75               --          1.00
AGSPC Science & Technology              0.25            0.75               --          1.00
AGSPC Social Awareness                  0.25            0.75               --          1.00
AGSPC Stock Index                       0.25            0.75               --          1.00
American Century -- Twentieth
  Century Ultra(4)                      0.25            1.00            (0.21%)        1.04
Founders Growth(4)                      0.25            1.00            (0.25)         1.00
Neuberger&Berman Guardian Trust(4)      0.25            1.00            (0.25)         1.00
Putnam Global Growth(4)                 0.25            1.00            (0.25)         1.00
Putnam New Opportunities(4)             0.25            1.00            (0.25)         1.00
Putnam OTC & Emerging Growth(4)         0.25            1.00            (0.25)         1.00
Scudder Growth and Income(4)            0.25            1.00            (0.25)         1.00
Templeton Foreign(4)                    0.25            1.00            (0.25)         1.00
Vanguard Fixed Income Securities
  Fund -- Long-Term Corporate
  Portfolio(5)                          0.25            1.00           (0.25)          1.00
Vanguard Fixed Income Securities
  Fund -- Long-Term U.S. Treasury
  Portfolio(5)                          0.25            1.00           (0.25)          1.00
Vanguard/Wellington                     0.25            1.00               --          1.25
Vanguard/Windsor II                     0.25            1.00               --          1.25
</TABLE>
    
 
   
FUND ANNUAL EXPENSES
    
   
(as a percentage of Fund net assets):
    
 
   
<TABLE>
<CAPTION>
                                            MANAGEMENT   12B-1         OTHER      TOTAL FUND
                   FUND                        FEES      FEES       EXPENSES(6)    EXPENSES
                   ----                     ----------   -----      -----------   ----------
<S>                                         <C>          <C>        <C>           <C>
AGSPC Growth                                   0.80%       --           0.06%        0.86%
AGSPC International Government Bond            0.50        --           0.06         0.56
AGSPC Money Market                             0.50        --           0.07         0.57
AGSPC Science & Technology                     0.90        --           0.06         0.96
AGSPC Social Awareness                         0.50        --           0.06         0.56
AGSPC Stock Index                              0.27        --           0.07         0.34
American Century -- Twentieth Century Ultra    1.00        --           0.00         1.00
Founders Growth                                0.67      0.25%(4)       0.18         1.10
Neuberger&Berman Guardian Trust(7)             0.84        --           0.04         0.88
Putnam Global Growth                           0.64      0.25           0.35         1.24
Putnam New Opportunities                       0.50      0.25(4)        0.31         1.06
Putnam OTC & Emerging Growth                   0.56      0.25(4)        0.35         1.16
Scudder Growth and Income                      0.46        --           0.30         0.76
Templeton Foreign                              0.61      0.25(4)        0.22         1.08
Vanguard Fixed Income Securities Fund --
  Long-Term Corporate Portfolio                0.03        --           0.29         0.32
Vanguard Fixed Income Securities Fund --
  Long-Term U.S. Treasury Portfolio            0.01        --           0.26         0.27
Vanguard/Wellington                            0.04        --           0.25         0.29
Vanguard/Windsor II                            0.15        --           0.22         0.37
</TABLE>
    
 
   
                            See footnotes on page 7.
    
 
                                                                               5
<PAGE>   14
 
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      $ 59      $101       $218
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        62       106        229
AGSPC Social Awareness Division 12                 16        49        85        186
AGSPC Stock Index Division 10                      14        42        74        162
American Century -- Twentieth Century Ultra
  Division 31                                      21        64       110        237
Founders Growth Division 30                        21        66       113        244
Neuberger&Berman Guardian Trust
  Division 29                                      19        59       102        221
Putnam Global Growth Division 28                   23        70       120        258
Putnam New Opportunities Division 26               21        65       111        239
Putnam OTC & Emerging Growth Division 27           22        68       116        250
Scudder Growth and Income Division 21              18        55        96        208
Templeton Foreign Division 32                      21        65       112        242
Vanguard Fixed Income Securities
  Fund -- Long-Term Corporate Portfolio Division
  22                                               13        42        72        160
Vanguard Fixed Income Securities
  Fund -- Long-Term U.S. Treasury Portfolio
  Division 23                                      13        40        70        154
Vanguard/Wellington Division 25                    16        49        84        184
Vanguard/Windsor II Division 24                    16        51        88        193
</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      $104       $224
AGSPC International Government Bond Division 13    16        51        88        192
AGSPC Money Market Division 6                      17        51        89        193
AGSPC Science & Technology Division 17             20        63       109        235
AGSPC Social Awareness Division 12                 16        51        88        192
AGSPC Stock Index Division 10                      14        44        76        168
American Century -- Twentieth Century Ultra
  Division 31                                      21        66       113        243
Founders Growth Division 30                        22        68       116        249
Neuberger&Berman Guardian Trust
  Division 29                                      20        61       105        226
Putnam Global Growth Division 28                   23        72       123        264
Putnam New Opportunities Division 26               21        66       114        245
Putnam OTC & Emerging Growth Division 27           22        69       119        255
Scudder Growth and Income Division 21              18        57        98        214
Templeton Foreign Division 32                      22        67       115        247
Vanguard Fixed Income Securities
  Fund -- Long-Term Corporate Portfolio Division
  22                                               14        44        75        166
Vanguard Fixed Income Securities
  Fund -- Long-Term U.S. Treasury Portfolio
  Division 23                                      14        42        73        160
Vanguard/Wellington Division 25                    16        50        87        190
Vanguard/Windsor II Division 24                    17        53        91        199
</TABLE>
    
 
 6
<PAGE>   15
 
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      $110      $154       $224
AGSPC International Government Bond Division 13        63       101       138        192
AGSPC Money Market Division 6                          63       101       139        193
AGSPC Science & Technology Division 17                 67       112       159        235
AGSPC Social Awareness Division 12                     63       101       138        192
AGSPC Stock Index Division 10                          61        94       126        168
American Century -- Twentieth Century Ultra Division
  31                                                   68       115       163        243
Founders Growth Division 30                            68       116       166        249
Neuberger&Berman Guardian Trust
  Division 29                                          66       110       155        226
Putnam Global Growth Division 28                       69       121       173        264
Putnam New Opportunities Division 26                   68       115       164        245
Putnam OTC & Emerging Growth Division 27               69       118       169        255
Scudder Growth and Income Division 21                  65       107       148        214
Templeton Foreign Division 32                          68       116       165        247
Vanguard Fixed Income Securities Fund -- Long-Term
  Corporate Portfolio Division 22                      61        94       125        166
Vanguard Fixed Income Securities Fund -- Long-Term
  U.S. Treasury Portfolio Division 23                  60        92       123        160
Vanguard/Wellington Division 25                        63       100       137        190
Vanguard/Windsor II Division 24                        64       103       141        199
</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, Surrender, Mortality and Expense Risk Fee or Administration
    and Distribution Fee Charges" and "Exceptions to Surrender Charge" in this
    prospectus.
 
   
(3) Reductions in the mortality and expense risk fee or administration and
    distribution fee may be available for plan types meeting certain criteria.
    See "Reduction or Waiver of Account Maintenance Fee, Surrender, Mortality
    and Expense Risk Fee or Administration Fee Charges" in this prospectus.
    
 
(4) For these Funds the Total Separate Account Fee equals the VALIC Separate
    Account A mortality and expense risk fee plus the administration and
    distribution fee 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 and/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 and/or their affiliates pay administrative, shareholder
    service or distribution fees to the Company: American Century -- Twentieth
    Century (0.21%), Founders (0.25%), Neuberger&Berman (0.25%), Putnam (0.25%),
    Scudder (0.25%) and Templeton (0.25%) With respect to American
    Century -- Twentieth Century Ultra Fund, the Fund pays fees to the Company
    of 0.20% on assets in excess of $0 but less than $75 million, and 0.25% on
    assets in excess of $75 million.
 
   
(5) For these Funds the Total Separate Account Fee equals the VALIC Separate
    Account A mortality and expense risk fee plus the administration and
    distribution fee reduced by the Separate Account Expense Reimbursement. The
    Separate Account Expense Reimbursement reflects a voluntary expense
    reimbursement made by the Company, effective May 1, 1998, directly to the
    Division which may be terminated by the Company at any time without notice.
    
 
   
(6) OTHER EXPENSES includes custody, accounting, reports to shareholders, audit,
    legal and other miscellaneous expenses. See each Fund's prospectus for a
    detailed explanation of these fees.
    
 
   
(7) Neuberger&Berman Management Incorporated voluntarily bears certain expenses
    of the 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. For this Fund, MANAGEMENT FEES
    include administration 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 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.
 
                                                                               7
<PAGE>   16
 
Selected Purchase Unit Data
- --------------------------------------------------------------------------------
   
<TABLE>
<CAPTION>
                                                                                                                   AMERICAN
                                            AGSPC                                                                  CENTURY-
                                        INTERNATIONAL     AGSPC         AGSPC         AGSPC                        TWENTIETH
                             AGSPC       GOVERNMENT       MONEY       SCIENCE &      SOCIAL          AGSPC          CENTURY
                            GROWTH          BOND          MARKET     TECHNOLOGY     AWARENESS     STOCK INDEX        ULTRA
                          DIVISION 15    DIVISION 13    DIVISION 6   DIVISION 17   DIVISION 12   DIVISION 10(1)   DIVISION 31
                          -----------    -----------    ----------   -----------   -----------   --------------   -----------
<S>                       <C>           <C>             <C>          <C>           <C>           <C>              <C>
December 31, 1997
 Purchase Units in Force  453,172,490    111,480,591    84,182,521   397,842,959   81,577,104     615,053,124     97,745,282
 Purchase Unit Value       $2.076503       $1.490645    $1.673590     $2.285739     $2.985333       $3.753436      $1.265937
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     16,654,076
 Purchase Unit Value       $1.733324       $1.582230    $1.607212     $2.250471     $2.252673       $2.848437      $1.039845
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
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
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
 
<CAPTION>
 
                                        NEUBERGER&
                                          BERMAN
                           FOUNDERS      GUARDIAN
                            GROWTH         TRUST
                          DIVISION 30   DIVISION 29
                          -----------   -----------
<S>                       <C>           <C>
December 31, 1997
 Purchase Units in Force  132,167,162   35,406,663
 Purchase Unit Value       $1.289513     $1.307438
December 31, 1996
 Purchase Units in Force  31,197,464     8,211,592
 Purchase Unit Value       $1.029522     $1.120770
July 1, 1996
 Initial Offering Value    $1.000000     $1.000000
December 31, 1995
 Purchase Units in Force
 Purchase Unit Value
December 31, 1994
 Purchase Units in Force
 Purchase Unit Value
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
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
</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.
 
 8
<PAGE>   17
- --------------------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
                                                                         VANGUARD       VANGUARD
                                                                           FIXED          FIXED
                                                                          INCOME         INCOME
                                                                        SECURITIES     SECURITIES
                                PUTNAM        SCUDDER                      FUND-          FUND-
  PUTNAM                         OTC &        GROWTH                     LONG-TERM      LONG-TERM
  GLOBAL       PUTNAM NEW      EMERGING         AND        TEMPLETON     CORPORATE    U.S. TREASURY    VANGUARD/     VANGUARD/
  GROWTH      OPPORTUNITIES     GROWTH        INCOME        FOREIGN      PORTFOLIO      PORTFOLIO     WELLINGTON    WINDSOR II
DIVISION 28    DIVISION 26    DIVISION 27   DIVISION 21   DIVISION 32   DIVISION 22    DIVISION 23    DIVISION 25   DIVISION 24
- -----------    -----------    -----------   -----------   -----------   -----------    -----------    -----------   -----------
<S>           <C>             <C>           <C>           <C>           <C>           <C>             <C>           <C>
49,548,732     143,395,066    99,785,041    94,225,984    159,201,107   17,371,407     20,041,920     116,429,781   187,929,868
 $1.186775       $1.149453     $0.976262     $1.436011     $1.135778     $1.176649      $1.178938      $1.340109      $1.464949
16,648,600      53,001,699    48,902,828    16,524,046    36,671,828     3,370,441      4,174,369     22,866,634     37,292,761
 $1.057690       $0.947573     $0.894978     $1.114950     $1.075896     $1.047595      $1.048470      $1.101584      $1.120855
 
 $1.000000       $1.000000     $1.000000     $1.000000     $1.000000     $1.000000      $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.
 
                                                                               9
<PAGE>   18
 
- --------------------------------------------------------------------------------
 
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.
 
   
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
 
 10
<PAGE>   19
 
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.
 
- - American Century Investments -- offers 1 fund for which American Century
  Investment Management, Inc. serves as investment adviser.
 
   
- - Founders Funds, Inc. -- offers 1 fund for which Founders Asset Management LLC
  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 Kemper Investments, Inc. -- offers 1 fund for which Scudder Kemper
  Investments, Inc. serves as investment adviser.
 
- - Templeton Funds Inc. -- offers 1 fund for which Templeton Global Advisors
  Limited serves as investment adviser.
 
- - The Vanguard Group Inc. -- offers 4 funds for which Barrow, Hanley, Mewhinney
  & Strauss, Inc., Equinox Capital Management, Inc., Tukman Capital Management,
  Inc., Vanguard Core Management Group, Wellington Management Company, LLP and
  Vanguard Fixed Income Group 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 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 fees plus administration and distribution fees 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 in the graphs reflect
Separate Account performance based on the performance of the underlying Fund for
the last 10 fiscal years or, since inception of the underlying Fund if for less
than 10 years. The returns shown in the tables reflect for the AGSPC Funds
actual historical performance of the related Separate Account Divisions. The
returns shown in the tables for the other Funds (Divisions 21-32) reflect actual
historical performance of the related Separate Account Divisions since inception
of each Division (July 1, 1996) and hypothetical performance for periods prior
to July 1, 1996. Hypothetical performance is based on the actual performance of
the underlying Fund reduced by Separate Account fees that would have been
incurred during the hypothetical period. Investment return and principal value
will fluctuate with market conditions, and for foreign investments, currencies
and the economic and political climates of the countries where investments are
made. Past performance cannot predict or guarantee future results.
    
 
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.
 
                                                                              11
<PAGE>   20
 
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
- -------------------------   -------
<S>                         <C>
        04/29/94            $10,000
        12/31/94             10,018
        12/31/95             14,667
        12/31/96             17,333
        12/31/97             20,765
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 29, 1994
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
 
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
- -------------------------   -------
<S>                         <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
        12/31/97             14,906
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE OCTOBER 1, 1991
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
 
 12
<PAGE>   21
 
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, 1988        $ Value
- -------------------------   -------
<S>                         <C>
        01/01/88            $10,000
        12/31/88             10,572
        12/31/89             11,410
        12/31/90             12,190
        12/31/91             12,737
        12/31/92             13,020
        12/31/93             13,238
        12/31/94             13,604
        12/31/95             14,217
        12/31/96             14,782
        12/31/97             15,392
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
 
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
- -------------------------   -------
<S>                         <C>
        04/29/94            $10,000
        12/31/94             12,477
        12/31/95             19,972
        12/31/96             22,505
        12/31/97             22,857
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 29, 1994
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
 
                                                                              13
<PAGE>   22
 
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
- -------------------------   -------
<S>                         <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
        12/31/97             29,853
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE OCTOBER 2, 1989
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
 
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
     January 1, 1988        $ Value
- -------------------------   -------
<S>                         <C>
        01/01/88            $10,000
        12/31/88             11,313
        12/31/89             14,468
        12/31/90             13,770
        12/31/91             17,584
        12/31/92             18,566
        12/31/93             20,197
        12/31/94             20,136
        12/31/95             27,374
        12/31/96             33,267
        12/31/97             43,836
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
                                    [CHART]
   
                            PERIOD ENDED DECEMBER 31
    
 
 * "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.
 
 14
<PAGE>   23
 
AMERICAN CENTURY --
TWENTIETH CENTURY ULTRA
FUND
Investor Class Shares
(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, 1988        $ Value
- -------------------------   -------
<S>                         <C>
        01/01/88            $10,000
        12/31/88             11,212
        12/31/89             15,192
        12/31/90             16,440
        12/31/91             30,331
        12/31/92             30,392
        12/31/93             36,634
        12/31/94             34,939
        12/31/95             47,599
        12/31/96             53,516
        12/31/97             65,152
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
 
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, 1988        $ Value
- -------------------------   -------
<S>                         <C>
        01/01/88            $10,000
        12/31/88             10,378
        12/31/89             14,565
        12/31/90             12,893
        12/31/91             18,817
        12/31/92             19,422
        12/31/93             24,143
        12/31/94             23,107
        12/31/95             33,312
        12/31/96             38,426
        12/31/97             48,130
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
                                    [CHART]
   
                            PERIOD ENDED DECEMBER 31
    
 
                                                                              15
<PAGE>   24
 
NEUBERGER&BERMAN
GUARDIAN TRUST*
(Division 29)
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks capital appreciation and, secondarily, current income. The Trust invests
primarily in common stocks of long-established, high quality companies.
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     January 1, 1988        $ Value
- -------------------------   -------
<S>                         <C>
        01/01/88            $10,000
        12/31/88             12,679
        12/31/89             15,254
        12/31/90             14,393
        12/31/91             19,146
        12/31/92             22,560
        12/31/93             25,359
        12/31/94             25,492
        12/31/95             33,316
        12/31/96             38,826
        12/31/97             45,293
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
                                    [CHART]
   
                            PERIOD ENDED DECEMBER 31
    
 
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, 1988        $ Value
- -------------------------   -------
<S>                         <C>
        01/01/88            $10,000
        12/31/88             10,797
        12/31/89             13,315
        12/31/90             11,972
        12/31/91             13,985
        12/31/92             13,880
        12/31/93             18,120
        12/31/94             17,789
        12/31/95             20,224
        12/31/96             23,331
        12/31/97             26,179
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
                                    [CHART]
   
                            PERIOD ENDED DECEMBER 31
    
 
 * Neuberger&Berman Guardian Trust ("Trust") started operating on August 3,
   1993. It has identical investment objectives and policies and invests in the
   same portfolio as Neuberger&Berman Guardian Fund(SM) ("Fund"), which is also
   managed by Neuberger& Berman Management Incorporated ("N&B Management"). The
   performance information for the Trust before August 3, 1993 is for the Fund.
   N&B Management voluntarily bears certain operating 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 per annum. This arrangement can be terminated on sixty days' prior
   written notice. Absent such arrangement, the average annual total returns of
   the Trust would have been less. The total returns for the periods prior to
   the Trust's commencement of operations would have been lower had they
   reflected the higher expense ratios of the Trust as compared to those of the
   Fund.
 
 16
<PAGE>   25
 
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
- -------------------------   -------
<S>                         <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
        12/31/97             59,023
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE AUGUST 31, 1990
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
 
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, 1988        $ Value
- -------------------------   -------
<S>                         <C>
01/01/88                    $10,000
12/31/88                     11,505
12/31/89                     14,692
12/31/90                     13,117
12/31/91                     18,292
12/31/92                     20,410
12/31/93                     26,687
12/31/94                     27,018
12/31/95                     41,720
12/31/96                     43,191
12/31/97                     47,114
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
[CHART]
   
                            PERIOD ENDED DECEMBER 31
    
 
                                                                              17
<PAGE>   26
 
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, 1988        $ Value
- -------------------------   -------
<S>                         <C>
01/01/88                    $10,000
12/31/88                     11,063
12/31/89                     13,807
12/31/90                     13,319
12/31/91                     16,861
12/31/92                     18,244
12/31/93                     20,829
12/31/94                     21,107
12/31/95                     27,346
12/31/96                     32,987
12/31/97                     42,486
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
[CHART]
   
                            PERIOD ENDED DECEMBER 31
    
 
TEMPLETON FOREIGN FUND
   
Class 1 Shares
    
(Division 32)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
   
Seeks long-term capital growth. Any income realized will be incidental. The Fund
tries to achieve its goal by a flexible policy of investing in stocks and debt
obligations of companies and governments outside the United States.
    
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     January 1, 1988        $ Value
- -------------------------   -------
<S>                         <C>
        01/01/88            $10,000
        12/31/88             12,083
        12/31/89             15,616
        12/31/90             14,998
        12/31/91             17,564
        12/31/92             17,407
        12/31/93             23,581
        12/31/94             23,432
        12/31/95             25,792
        12/31/96             30,110
        12/31/97             31,786
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
 
 18
<PAGE>   27
 
VANGUARD FIXED
INCOME SECURITIES
FUND -- LONG-TERM
CORPORATE PORTFOLIO
Institutional Class Shares
(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 bonds.
    
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     January 1, 1988        $ Value
- -------------------------   -------
<S>                         <C>
01/01/88                    $10,000
12/31/88                     10,835
12/31/89                     12,325
12/31/90                     12,929
12/31/91                     15,440
12/31/92                     16,740
12/31/93                     18,931
12/31/94                     17,708
12/31/95                     22,107
12/31/96                     21,947
12/31/97                     24,651
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
 
VANGUARD FIXED
INCOME SECURITIES
FUND -- LONG-TERM
U.S. TREASURY PORTFOLIO
Institutional Class Shares
(Division 23)
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
   
Seeks high level of current income consistent with the maintenance of principal
and liquidity. The Portfolio invests primarily in long-term U.S. Treasury
securities backed by the full faith and credit of the U.S. Government. 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, 1988        $ Value
- -------------------------   -------
<S>                         <C>
01/01/88                    $10,000
12/31/88                     10,781
12/31/89                     12,558
12/31/90                     13,120
12/31/91                     15,218
12/31/92                     16,143
12/31/93                     18,621
12/31/94                     17,097
12/31/95                     21,972
12/31/96                     21,295
12/31/97                     23,945
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
                                    [CHART]
   
                            PERIOD ENDED DECEMBER 31
    
 
                                                                              19
<PAGE>   28
 
VANGUARD/WELLINGTON FUND
Institutional Class Shares
(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, 1988        $ Value
- -------------------------   -------
<S>                         <C>
        01/01/88            $10,000
        12/31/88             11,467
        12/31/89             13,773
        12/31/90             13,221
        12/31/91             16,147
        12/31/92             17,211
        12/31/93             19,297
        12/31/94             18,966
        12/31/95             24,901
        12/31/96             28,559
        12/31/97             34,743
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
[CHART]
   
                            PERIOD ENDED DECEMBER 31
    
 
VANGUARD/WINDSOR II
Institutional Class Shares
(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, 1988        $ Value
- -------------------------   -------
<S>                         <C>
        01/01/88            $10,000
        12/31/88             12,319
        12/31/89             15,553
        12/31/90             13,828
        12/31/91             17,577
        12/31/92             19,441
        12/31/93             21,814
        12/31/94             21,294
        12/31/95             29,200
        12/31/96             35,788
        12/31/97             46,775
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
[CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
 
 20
<PAGE>   29
 
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 is accompanied by 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 establish a
permanent account for you. Under those 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 2.
 
For more information as to
how PURCHASE UNIT VALUES
are calculated, see the
Statement of Additional
Information.
 
                                                                              21
<PAGE>   30
 
- --------------------------------------------------------------------------------
 
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.
 
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.
 
 22
<PAGE>   31
 
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>
 
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.
 
                                                                              23
<PAGE>   32
 
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 Charge
- - 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, Surrender, Mortality and Expense Risk Fee or
Administration and Distribution Fee 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 CHARGE
 
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 CHARGE
 
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 CHARGE
 
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.
 
 24
<PAGE>   33
 
- --------------------------------------------------------------------------------
 
- - 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; or
 
- - 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 charge 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 a surrender charge may be reduced or
waived, see the "Reduction or Waiver of Account Maintenance Fee, Surrender,
Mortality and Expense Risk Fee or Administration and Distribution Fee 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 fee and an administration and
distribution fee applied to VALIC Separate Account A. This is a daily charge at
an annualized rate of 1.00% 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 fee 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 fee and on the
administration and distribution fee.
 
The administration and distribution fee is to reimburse the Company for our
administrative expenses for providing Variable Account Options. This includes
the expense of administration and marketing (including but not limited to
enrollment, participant communication and education).
 
For more information about the mortality and expense risk fee and administration
and distribution fee, see the Fee Table in this prospectus.
 
The mortality and expense risk fee or administration and distribution fee may be
reduced or waived if issued to certain types of plans that are expected to
result in lower costs to VALIC. To learn more about how we determine if the
mortality and expense risk fee or administration and distribution fee may be
reduced or waived, see the "Reduction or Waiver of Account Maintenance Fee,
Surrender, Mortality and Expense Risk Fee or Administration and Distribution Fee
Charges" section of this prospectus.
 
FUND ANNUAL EXPENSE CHARGES
 
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.
 
                                                                              25
<PAGE>   34
 
- --------------------------------------------------------------------------------
 
REDUCTION OR WAIVER OF ACCOUNT
MAINTENANCE FEE, SURRENDER,
MORTALITY AND EXPENSE RISK FEE OR ADMINISTRATION AND DISTRIBUTION FEE CHARGES
 
We may, as described below, determine that the account maintenance fee,
surrender charges, mortality and expense risk fee or administration and
distribution fee 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:
 
  -  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.
 
  - Other factors of which we are not presently aware which could reduce
    administrative costs.
 
  We review the following additional factors to determine whether we can reduce
  or waive account maintenance fees:
 
  - 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.
 
We review the following additional factors to determine whether we can reduce or
waive surrender charges:
 
  - 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 use of mass enrollment or related administrative tasks performed by your
    employer for your retirement program.
 
  We review the following additional factors to determine whether we can reduce
  or waive the mortality and expense risk fee or administration and distribution
  fee:
 
  - The frequency of Purchase Payments for your retirement program.
 
  - The size of your retirement program.
 
  - The amount of your retirement program's periodic purchase payment.
 
  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. In addition, the Company currently reimburses certain Divisions a
  portion of the Company's administration and distribution fee. Such
  reimbursement arrangements are voluntary. See the Fee Table in this prospectus
  for an identification of those Funds for which a reimbursement applies.
    
 
 26
<PAGE>   35
 
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).
 
                                                                              27
<PAGE>   36
 
- --------------------------------------------------------------------------------
 
    - 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. 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.
 
For more information about
PAYOUT OPTIONS OR
ENHANCEMENTS
of those Payout Options
available under the Contract,
see the "Statement of
Additional Information".
 
 28
<PAGE>   37
 
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>
<S>                    <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
Generally, Internal Revenue Code Section 403(b)(11) permits total or partial
distributions from a 403(b) contract only on account of hardship (employee
contributions only without accrued interest), attainment of age 59 1/2,
separation from service, death or disability.
 
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>
<S>                    <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
 
                                                                              29
<PAGE>   38
 
- --------------------------------------------------------------------------------
 
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.
 
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 and in the Statement of Additional
Information.
 
 30
<PAGE>   39
 
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 purchased through your employer-sponsored retirement
plan and 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 2 and other contracts in
    the Portfolio Director series of annuities 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 AND PORTFOLIO DIRECTOR 2
 
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
 
                                                                              31
<PAGE>   40
 
- --------------------------------------------------------------------------------
 
Portfolio Director 2 will have the same Account Value (called Accumulation Value
in the other contracts) as the other contracts.
 
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. You may also exchange from Portfolio Director 2 to
Portfolio Director. Additionally, you may also make exchanges among the series
of Portfolio Director 2. Once you have made any of the exchanges described in
this paragraph 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 restrictions 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 the level of fees and 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.
 
Please refer to the prospectus and Statement of Additional Information for
Portfolio Director and the different series of Portfolio Director 2 for
information about the specific features and charges of such products.
 
FEATURES OF PORTFOLIO DIRECTOR 2
 
In deciding whether you want to exercise these exchange privileges, you should
consider the following factors 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.
 
  - Different series of Portfolio Director 2 may charge fees higher or lower
    than other series of Portfolio Director 2.
 
  - 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
 
 32
<PAGE>   41
 
- --------------------------------------------------------------------------------
 
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 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.
 
                                                                              33
<PAGE>   42
 
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.
 
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.
 
 34
<PAGE>   43
 
- --------------------------------------------------------------------------------
 
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.
   
    
 
                                                                              35
<PAGE>   44
 
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.
 
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.
 
 36
<PAGE>   45
 
- --------------------------------------------------------------------------------
 
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 values 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.
 
AGSPC Money Market Division
 
We may advertise the AGSPC Money Market Division's Current Yield and Effective
Yield.
 
   
The Current Yield refers to the income produced by an investment in the AGSPC
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, 1997 was 4.22%.
    
 
   
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, 1997 was
4.31%.
    
 
DIVISIONS OTHER THAN THE AGSPC MONEY MARKET DIVISION
 
We may advertise the standardized yield performance for each Division other than
the AGSPC 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.
 
                                                                              37
<PAGE>   46
 
                                                                         TABLE I
 
                          AVERAGE ANNUAL TOTAL RETURN
           WITH SURRENDER CHARGE AND ACCOUNT MAINTENANCE FEE IMPOSED
   
        (FROM SEPARATE ACCOUNT DIVISION INCEPTION TO DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                        DIVISION
                                                        INCEPTION      SINCE
                  FUND AND 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       21.11%         --          --       26.34%       14.71%
AGSPC International Government Bond (Division 13).....  10/01/91        6.47          --        5.10%       2.98       (10.09)
AGSPC Money Market (Division 6).......................  01/16/86          --        4.28%       2.40        2.54        (0.63)
AGSPC Science & Technology (Division 17)..............  04/29/94       24.40          --          --       21.12        (3.07)
AGSPC Social Awareness (Division 12)..................  10/02/89       14.19          --       17.82       29.70        27.43
AGSPC Stock Index (Division 10).......................  04/20/87          --       15.79       18.11       28.48        26.68
American Century -- Twentieth Century Ultra (Division
  31).................................................  07/01/96       13.77          --          --          --        16.66
Founders Growth (Division 30).........................  07/01/96       15.22          --          --          --        20.16
Neuberger&Berman Guardian Trust (Division 29)(1)......  07/01/96       16.33          --          --          --        11.57
Putnam Global Growth (Division 28)....................  07/01/96        8.80          --          --          --         7.12
Putnam New Opportunities (Division 26)................  07/01/96        6.41          --          --          --        16.22
Putnam OTC & Emerging Growth (Division 27)............  07/01/96       (4.62)         --          --          --         4.10
Scudder Growth and Income (Division 21)(2)............  07/01/96       24.09          --          --          --        23.71
Templeton Foreign (Division 32).......................  07/01/96        5.53          --          --          --         0.74
Vanguard Fixed Income Securities Fund --
  Long-Term Corporate Portfolio (Division 22)**.......  07/01/96        8.15          --          --          --         7.24
Vanguard Fixed Income Securities Fund --
  Long-Term U.S. Treasury Portfolio (Division 23)**...  07/01/96        8.30          --          --          --         7.36
Vanguard/Wellington (Division 25).....................  07/01/96       18.33          --          --          --        16.57
Vanguard/Windsor II (Division 24).....................  07/01/96       25.80          --          --          --        25.61
</TABLE>
    
 
- ---------------
 
   
 ** The performance figures for the Vanguard Fixed Income Securities
    Fund -- Long-Term Corporate Portfolio (Division 22) and the Vanguard Fixed
    Income Securities Fund -- Long-Term U.S. Treasury Portfolio (Division 23) in
    the Table do not take into account the Separate Account Reimbursement made
    by the Company directly to those Divisions. If such reimbursements were
    included, the performance figures for the Divisions would be higher.
    
 
   
(1) Neuberger&Berman Guardian Trust ("Trust") started operating on August 3,
    1993. It has identical investment objectives and policies and invests in the
    same portfolio as Neuberger&Berman Guardian Fund ("Fund"), which is also
    managed by Neuberger&Berman Management Incorporated ("N&B Management"). The
    performance information for the Trust before August 3, 1993 is for the Fund.
    N&B Management voluntarily bears certain operating 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 per annum. This arrangement can be terminated on sixty days' prior
    written notice. Absent such arrangement, the average annual total returns of
    the Trust would have been less. The total returns for periods prior to the
    Trust's commencement of operations would have been lower had they reflected
    the higher expense ratios of the Trust as compared to those of the Fund.
    
 
(2) The Fund adopted its current name and objective on November 13, 1984. Its
    predecessor commenced operations on May 31, 1929.
 
 38
<PAGE>   47
 
                                                                        TABLE II
 
                          AVERAGE ANNUAL TOTAL RETURN
           WITH SURRENDER CHARGE AND ACCOUNT MAINTENANCE FEE IMPOSED
   
             (FROM UNDERLYING FUND INCEPTION TO DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                         INCEPTION      SINCE
                  FUND AND DIVISION*                       DATE       INCEPTION    10 YEARS    5 YEARS     3 YEARS      1 YEAR
                  ------------------                     ---------    ---------    --------    -------     -------      ------
<S>                                                      <C>          <C>          <C>         <C>         <C>         <C>
American Century-Twentieth Century Ultra (Division
  31)..................................................  11/02/81            --       20.51%      15.83%      21.87%      16.66%
Founders Growth (Division 30)..........................  01/05/62            --       16.92       19.31       26.58       20.16
Neuberger&Berman Guardian Trust (Division 29)(1).......  06/01/50            --       16.21       14.28       19.87       11.57
Putnam Global Growth (Division 28).....................  09/01/67            --       10.01       12.83       12.35        7.12
Putnam New Opportunities (Division 26).................  08/31/90         27.25%         --       20.40       23.27       16.22
Putnam OTC & Emerging Growth (Division 27).............  11/01/82            --       16.67       17.60       19.11        4.10
Scudder Growth and Income (Division 21)................  11/13/84            --       15.47       17.81       25.11       23.71
Templeton Foreign (Division 32)........................  10/05/82            --       12.17       12.08        9.23        0.74
Vanguard Fixed Income Securities Fund-
  Long-Term Corporate Portfolio (Division 22)**........  07/09/73            --        9.35        7.21       10.21        7.24
Vanguard Fixed Income Securities Fund-
  Long-Term U.S. Treasury Portfolio (Division 23)**....  05/19/86            --        9.03        7.38       10.44        7.36
Vanguard/Wellington (Division 25)......................  07/01/29            --       13.17       14.41       21.13       16.57
Vanguard/Windsor II (Division 24)......................  06/24/85            --       16.58       18.60       28.89       25.61
</TABLE>
    
 
- ---------------
 
   
 *  The Table reflects actual historical performance of the related Separate
    Account Divisions since inception of each Division (July 1, 1996) and
    hypothetical performance for periods prior to July 1, 1996. Hypothetical
    performance is based on the actual performance of the underlying Fund
    reduced by Separate Account fees that would have been incurred during the
    hypothetical period.
    
 
   
**  The performance figures for the Vanguard Fixed Income Securities
    Fund -- Long-Term Corporate Portfolio (Division 22) and the Vanguard Fixed
    Income Securities Fund -- Long-Term U.S. Treasury Portfolio (Division 23) in
    the Table do not take into account the Separate Account Reimbursement made
    by the Company directly to those Divisions. If such reimbursements were
    included, the performance figures for the Divisions would be higher.
    
 
   
                                                                       TABLE III
    
                          AVERAGE ANNUAL TOTAL RETURN
          WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED
   
        (FROM SEPARATE ACCOUNT DIVISION INCEPTION TO DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                             INCEPTION     SINCE
                     FUND AND 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      22.05%        --         --     27.50%   19.80%
AGSPC International Government Bond
  (Division 13)............................................  10/01/91       6.60         --       6.02%     4.63    (5.79)
AGSPC Money Market (Division 6)............................  01/16/86         --       4.41%      3.40      4.20     4.13
AGSPC Science & Technology (Division 17)...................  04/29/94      25.29         --         --     22.36     1.57
AGSPC Social Awareness (Division 12).......................  10/02/89      14.33                 18.46     30.80    32.52
AGSPC Stock Index (Division 10)............................  04/20/87         --      15.93      18.75     29.60    31.77
American Century --  Twentieth Century Ultra (Division
  31)......................................................  07/01/96      16.94         --         --        --    21.74
Founders Growth (Division 30)..............................  07/01/96      18.38         --         --        --    25.25
Neuberger&Berman Guardian Trust (Division 29)(1)...........  07/01/96      19.47         --         --        --    16.66
Putnam Global Growth (Division 28).........................  07/01/96      12.03         --         --        --    12.20
Putnam New Opportunities (Division 26).....................  07/01/96       9.68         --         --        --    21.31
Putnam OTC & Emerging Growth (Division 27).................  07/01/96     (1.58)         --         --        --     9.08
Scudder Growth and Income (Division 21)....................  07/01/96      27.14         --         --        --    28.80
Templeton Foreign (Division 32)............................  07/01/96       8.82         --         --        --     5.57
Vanguard Fixed Income Securities Fund
  Long-Term Corporate Portfolio (Division 22)**............  07/01/96      11.40         --         --        --    12.32
Vanguard Fixed Income Securities Fund
  Long-Term U.S. Treasury Portfolio (Division 23)**........  07/01/96      11.54         --         --        --    12.44
Vanguard/Wellington (Division 25)..........................  07/01/96      21.44         --         --        --    21.65
Vanguard/Windsor II (Division 24)..........................  07/01/96      28.84         --         --        --    30.70
</TABLE>
    
 
   
- ---------------
    
 
   
**  The performance figures for the Vanguard Fixed Income Securities
    Fund -- Long-Term Corporate Portfolio (Division 22) and the Vanguard Fixed
    Income Securities Fund -- Long-Term U.S. Treasury Portfolio (Division 23) in
    the Table do not take into account the Separate Account Reimbursement made
    by the Company directly to those Divisions. If such reimbursements were
    included, the performance figures for the Divisions would be higher.
    
 
                                                                              39
<PAGE>   48
 
   
                                                                        TABLE IV
    
 
   
                          AVERAGE ANNUAL TOTAL RETURN
    
   
          WITH NO SURRENDER CHARGE AND ACCOUNT MAINTENANCE FEE IMPOSED
    
   
             (FROM UNDERLYING FUND INCEPTION TO DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                               FUND
                                                             INCEPTION     SINCE
                    FUND AND DIVISION*                         DATE      INCEPTION   10 YEARS   5 YEARS   3 YEARS   1 YEAR
                    ------------------                       ---------   ---------   --------   -------   -------   ------
<S>                                                          <C>         <C>         <C>        <C>       <C>       <C>
American Century -- Twentieth Century Ultra (Division
  31)......................................................  11/02/81         --      20.61%     16.48%    23.08%   21.74%
Founders Growth (Division 30)..............................  01/05/62         --      17.01      19.90     27.71    25.25
Neuberger&Berman Guardian Trust (Division 29)(1)...........  06/01/50         --      16.31      14.96     21.12    16.66
Putnam Global Growth (Division 28).........................  09/01/67         --      10.10      13.53     13.74    12.20
Putnam New Opportunities (Division 26).....................  08/31/90      27.39%        --      20.97     24.45    21.31
Putnam OTC & Emerging Growth (Division 27).................  11/01/82         --      16.77      18.21     20.37     9.08
Scudder Growth and Income (Division 21)....................  11/13/84         --      15.56      18.42     26.26    28.80
Templeton Foreign (Division 32)............................  10/05/82         --      12.26      12.80     10.70     5.57
Vanguard Fixed Income Securities Fund --
  Long-Term Corporate Portfolio (Division 22)**............  07/09/73         --       9.44       8.05     11.66    12.32
Vanguard Fixed Income Securities Fund --
  Long-Term U.S. Treasury Portfolio (Division 23)**........  05/19/86         --       9.12       8.20     11.88    12.44
Vanguard/Wellington (Division 25)..........................  07/01/29         --      13.26      15.08     22.36    21.65
Vanguard/Windsor II (Division 24)..........................  06/24/85         --      16.68      19.20     29.99    30.70
</TABLE>
    
 
- ---------------
 
   
 *  The Table reflects actual historical performance of the related Separate
    Account Divisions since inception of each Division (July 1, 1996) and
    hypothetical performance for periods prior to July 1, 1996. Hypothetical
    performance is based on the actual performance of the underlying Fund
    reduced by Separate Account fees that would have been incurred during the
    hypothetical period.
    
 
   
**  The performance figures for the Vanguard Fixed Income Securities
    Fund -- Long-Term Corporate Portfolio (Division 22) and the Vanguard Fixed
    Income Securities Fund -- Long-Term U.S. Treasury Portfolio (Division 23) in
    the Table do not take into account the Separate Account Reimbursement made
    by the Company directly to those Divisions. If such reimbursements were
    included, the performance figures for the Divisions would be higher.
    
 
   
                                                                         TABLE V
    
                               CUMULATIVE RETURN
          WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED
   
        (FROM SEPARATE ACCOUNT DIVISION INCEPTION TO DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                              DIVISION
                                                              INCEPTION     SINCE
                     FUND AND 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     107.65%         --        --    107.27%   19.80%
AGSPC International Government Bond (Division 13)...........  10/01/91      49.06          --     33.95%    14.55    (5.79)
AGSPC Money Market (Division 6).............................  01/16/86         --       53.92%    18.22     13.15     4.13
AGSPC Science & Technology (Division 17)....................  04/29/94     128.57          --        --     83.19     1.57
AGSPC Social Awareness (Division 12)........................  10/02/89     198.53          --    133.32    123.81    32.52
AGSPC Stock Index (Division 10).............................  04/20/87         --      338.36    136.11    117.70    31.77
American Century -- Twentieth Century Ultra (Division 31)...  07/01/96      26.59          --        --        --    21.74
Founders Growth (Division 30)...............................  07/01/96      28.95          --        --        --    25.25
Neuberger&Berman Guardian Trust (Division 29)(1)............  07/01/96      30.75          --        --        --    16.66
Putnam Global Growth (Division 28)..........................  07/01/96      18.68          --        --        --    12.20
Putnam New Opportunities (Division 26)......................  07/01/96      14.95          --        --        --    21.31
Putnam OTC & Emerging Growth (Division 27)..................  07/01/96      (2.37)         --        --        --     9.08
Scudder Growth and Income (Division 21).....................  07/01/96      43.60          --        --        --    28.80
Templeton Foreign (Division 32).............................  07/01/96      13.58          --        --        --     5.57
Vanguard Fixed Income Securities Fund --
  Long-Term Corporate Portfolio (Division 22)**.............  07/01/96      17.67          --        --        --    12.32
Vanguard Fixed Income Securities Fund --
  Long-Term U.S. Treasury Portfolio (Division 23)**.........  07/01/96      17.89          --        --        --    12.44
Vanguard/Wellington (Division 25)...........................  07/01/96      34.01          --        --        --    21.65
Vanguard/Windsor II (Division 24)...........................  07/01/96      46.50          --        --        --    30.70
</TABLE>
    
 
- ---------------
 
   
**  The performance figures for the Vanguard Fixed Income Securities
    Fund -- Long-Term Corporate Portfolio (Division 22) and the Vanguard Fixed
    Income Securities Fund -- Long-Term U.S. Treasury Portfolio (Division 23) in
    the Table do not take into account the Separate Account Reimbursement made
    by the Company directly to those Divisions. If such reimbursements were
    included, the performance figures for the Divisions would be higher.
    
 
 40
<PAGE>   49
 
   
                                                                        TABLE VI
    
   
                               CUMULATIVE RETURN
    
   
             WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED
    
   
                (FROM UNDERLYING FUND INCEPTION TO DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                                FUND
                                                              INCEPTION     SINCE
                     FUND AND DIVISION*                         DATE      INCEPTION   10 YEARS   5 YEARS   3 YEARS   1 YEAR
                     ------------------                       ---------   ---------   --------   -------   -------   ------
<S>                                                           <C>         <C>         <C>        <C>       <C>       <C>
American Century -- Twentieth Century Ultra (Division 31)...  11/02/81         --      551.52%   114.37%    86.47%   21.74%
Founders Growth (Division 30)...............................  01/05/62         --      381.30    147.81    108.29    25.25
Neuberger&Berman Guardian Trust (Division 29)(1)............  06/01/50         --      352.93    100.77     77.68    16.66
Putnam Global Growth (Division 28)..........................  09/01/67         --      161.79     88.61     47.16    12.20
Putnam New Opportunities (Division 26)......................  08/31/90     490.23%         --    159.10     92.76    21.31
Putnam OTC & Emerging Growth (Division 27)..................  11/01/82         --      371.14    130.84     74.38     9.08
Scudder Growth and Income (Division 21).....................  11/13/84         --      324.86    132.88    101.29    28.80
Templeton Foreign (Division 32).............................  10/05/82         --      217.86     82.60     35.65     5.57
Vanguard Fixed Income Securities Fund --
  Long-Term Corporate Portfolio (Division 22)**.............  07/09/73         --      146.51     47.25     39.21    12.32
Vanguard Fixed Income Securities Fund --
  Long-Term U.S. Treasury Portfolio (Division 23)**.........  05/19/86         --      139.45     48.33     40.05    12.44
Vanguard/Wellington (Division 25)...........................  07/01/29         --      247.43    101.87     83.18    21.65
Vanguard/Windsor II (Division 24)...........................  06/24/85         --      367.75    140.60    119.67    30.70
</TABLE>
    
 
- ---------------
 
   
 *  The Table reflects actual historical performance of the related Separate
    Account Divisions since inception of each Division (July 1, 1996) and
    hypothetical performance for periods prior to July 1, 1996. Hypothetical
    performance is based on the actual performance of the underlying Fund
    reduced by Separate Account fees that would have been incurred during the
    hypothetical period.
    
 
   
**  The performance figures for the Vanguard Fixed Income Securities
    Fund -- Long-Term Corporate Portfolio (Division 22) and the Vanguard Fixed
    Income Securities Fund -- Long-Term U.S. Treasury Portfolio (Division 23) in
    the Table do not take into account the Separate Account Reimbursement made
    by the Company directly to those Divisions. If such reimbursements were
    included, the performance figures for the Divisions would be higher.
    
 
                                                                              41
<PAGE>   50
 
   
                                                                       TABLE VII
    
 
              ANNUAL AND CUMULATIVE CHANGE IN PURCHASE UNIT VALUE
          WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED
   
               (PERIOD FROM SEPARATE ACCOUNT DIVISION INCEPTION)
    
   
<TABLE>
<CAPTION>
                                     ANNUAL CHANGE IN PURCHASE UNIT VALUE FOR THE 12 MONTHS ENDED DECEMBER 31*
                                     --------------------------------------------------------
FUND AND DIVISION                      1997        1996        1995        1994        1993
- -----------------------------------   -------     ------      ------      ------      ------
<S>                                  <C>         <C>         <C>         <C>         <C>
AGSPC Growth (Division 15).........     19.80%     18.18%      46.40%       0.18%         --
AGSPC International Government Bond
 (Division 13).....................     (5.79)      3.36       17.63        3.42       13.08%
AGSPC Money Market (Division 6)....      4.13       3.97        4.51        2.77        1.67
AGSPC Science & Technology
 (Division 17).....................      1.57      12.68       60.07       24.77          --
AGSPC Social Awareness (Division
 12)...............................     32.52      22.75       37.57       (2.42)       6.84
AGSPC Stock Index (Division 10)....     31.77      21.53       35.95       (0.30)       8.78
American Century -- Twentieth
 Century Ultra (Division 31).......     21.74       3.99          --          --          --
Founders Growth (Division 30)......     25.25       2.95          --          --          --
Neuberger&Berman Guardian Trust
 (Division 29)(1)..................     16.66      12.08          --          --          --
Putnam Global Growth (Division
 28)...............................     12.20       5.77          --          --          --
Putnam New Opportunities (Division
 26)...............................     21.31      (5.53)         --          --          --
Putnam OTC & Emerging Growth
 (Division 27).....................      9.08     (11.73)         --          --          --
Scudder Growth and Income (Division
 21)...............................     28.80      11.50          --          --          --
Templeton Foreign (Division 32)....      5.57       7.59          --          --          --
Vanguard Fixed Income Securities
 Fund -- Long-Term Corporate
 Portfolio (Division 22)**.........     12.32       4.76          --          --          --
Vanguard Fixed Income Securities
 Fund -- Long-Term U.S. Treasury
 Portfolio (Division 23)**.........     12.44       4.85          --          --          --
Vanguard/Wellington (Division
 25)...............................     21.65      10.16          --          --          --
Vanguard/Windsor II (Division
 24)...............................     30.70      12.09          --          --          --
 
<CAPTION>
                                   ANNUAL CHANGE IN PURCHASE UNIT VALUE FOR THE 12 MONTHS ENDED DECEMBER 31*
                                     ------------------------------------------------------
FUND AND DIVISION                     1992       1991        1990        1989        1988
- -----------------------------------  ------     ------      ------      ------      ------
<S>                                  <C>       <C>         <C>         <C>         <C>
AGSPC Growth (Division 15).........      --         --          --          --          --
AGSPC International Government Bond
 (Division 13).....................    2.05%      9.05%         --          --          --
AGSPC Money Market (Division 6)....    2.22       4.49        6.83%       7.92%       5.72%
AGSPC Science & Technology
 (Division 17).....................      --         --          --          --          --
AGSPC Social Awareness (Division
 12)...............................    2.31      26.63       (2.21)       1.00          --
AGSPC Stock Index (Division 10)....    5.58      27.70       (4.83)      27.88       13.13
American Century -- Twentieth
 Century Ultra (Division 31).......      --         --          --          --          --
Founders Growth (Division 30)......      --         --          --          --          --
Neuberger&Berman Guardian Trust
 (Division 29)(1)..................      --         --          --          --          --
Putnam Global Growth (Division
 28)...............................      --         --          --          --          --
Putnam New Opportunities (Division
 26)...............................      --         --          --          --          --
Putnam OTC & Emerging Growth
 (Division 27).....................      --         --          --          --          --
Scudder Growth and Income (Division
 21)...............................      --         --          --          --          --
Templeton Foreign (Division 32)....      --         --          --          --          --
Vanguard Fixed Income Securities
 Fund -- Long-Term Corporate
 Portfolio (Division 22)**.........      --         --          --          --          --
Vanguard Fixed Income Securities
 Fund -- Long-Term U.S. Treasury
 Portfolio (Division 23)**.........      --         --          --          --          --
Vanguard/Wellington (Division
 25)...............................      --         --          --          --          --
Vanguard/Windsor II (Division
 24)...............................      --         --          --          --          --
</TABLE>
    
   
<TABLE>
<CAPTION>
                                     CUMULATIVE CHANGE IN PURCHASE UNIT VALUE FOR EACH PERIOD END SINCE 12/31/97*
                                     --------------------------------------------------------
FUND AND DIVISION                      1997        1996        1995        1994        1993
- -----------------------------------   ------      ------      ------      ------      ------
<S>                                  <C>         <C>         <C>         <C>         <C>
AGSPC Growth (Division 15).........   107.65%      73.33%      46.67%       0.18%         --
AGSPC International Government Bond
 (Division 13).....................    49.06       58.22       53.08       30.14       25.83%
AGSPC Money Market (Division 6)....    53.92       47.82       42.17       36.04       32.38
AGSPC Science & Technology
 (Division 17).....................   128.57      125.05       99.72       24.77          --
AGSPC Social Awareness (Division
 12)...............................   198.53      125.27       83.51       33.39       36.70
AGSPC Stock Index (Division 10)....   338.36      232.67      173.74      101.36      101.97
American Century -- Twentieth
 Century Ultra (Division 31).......    26.59        3.99          --          --          --
Founders Growth (Division 30)......    28.95        2.95          --          --          --
Neuberger&Berman Guardian Trust
 (Division 29)(1)..................    30.75       12.08          --          --          --
Putnam Global Growth (Division
 28)...............................    18.68        5.77          --          --          --
Putnam New Opportunities (Division
 26)...............................    14.95       (5.53)         --          --          --
Putnam OTC & Emerging Growth
 (Division 27).....................    (2.37)     (11.73)         --          --          --
Scudder Growth and Income (Division
 21)...............................    43.60       11.50          --          --          --
Templeton Foreign (Division 32)....    13.58        7.59          --          --          --
Vanguard Fixed Income Securities
 Fund -- Long-Term Corporate
 Portfolio (Division 22)**.........    17.67        4.76          --          --          --
Vanguard Fixed Income Securities
 Fund -- Long-Term U.S. Treasury
 Portfolio (Division 23)**.........    17.89        4.85          --          --          --
Vanguard/Wellington (Division
 25)...............................    34.01       10.16          --          --          --
Vanguard/Windsor II (Division
 24)...............................    46.50       12.09          --          --          --
 
<CAPTION>
                                   CUMULATIVE CHANGE IN PURCHASE UNIT VALUE FOR EACH PERIOD END SINCE 12/31/97*
                                     ------------------------------------------------------
FUND AND DIVISION                     1992       1991        1990        1989        1988
- -----------------------------------  ------     ------      ------      ------      ------
<S>                                  <C>       <C>         <C>         <C>         <C>
AGSPC Growth (Division 15).........      --         --          --          --          --
AGSPC International Government Bond
 (Division 13).....................   11.28%      9.05%         --          --          --
AGSPC Money Market (Division 6)....   30.20      27.37       21.90%      14.10%       5.72%
AGSPC Science & Technology
 (Division 17).....................      --         --          --          --          --
AGSPC Social Awareness (Division
 12)...............................   27.95      25.06       (1.23)       1.00          --
AGSPC Stock Index (Division 10)....   85.66      75.84       37.70       44.68       13.13
American Century -- Twentieth
 Century Ultra (Division 31).......      --         --          --          --          --
Founders Growth (Division 30)......      --         --          --          --          --
Neuberger&Berman Guardian Trust
 (Division 29)(1)..................      --         --          --          --          --
Putnam Global Growth (Division
 28)...............................      --         --          --          --          --
Putnam New Opportunities (Division
 26)...............................      --         --          --          --
Putnam OTC & Emerging Growth
 (Division 27).....................      --         --          --          --          --
Scudder Growth and Income (Division
 21)...............................      --         --          --          --          --
Templeton Foreign (Division 32)....      --         --          --          --          --
Vanguard Fixed Income Securities
 Fund -- Long-Term Corporate
 Portfolio (Division 22)**.........      --         --          --          --          --
Vanguard Fixed Income Securities
 Fund -- Long-Term U.S. Treasury
 Portfolio (Division 23)**.........      --         --          --          --          --
Vanguard/Wellington (Division
 25)...............................      --         --          --          --          --
Vanguard/Windsor II (Division
 24)...............................      --         --          --          --          --
</TABLE>
    
 
- ------------
 
 *  For the year in which the underlying Fund commenced operations, less than a
    full year's performance has been reflected, which is not annualized.
 
   
**  The performance figures for the Vanguard Fixed Income Securities
    Fund -- Long-Term Corporate Portfolio (Division 22) and the Vanguard Fixed
    Income Securities Fund -- Long-Term U.S. Treasury Portfolio (Division 23) in
    the Table do not take into account the Separate Account Reimbursement made
    by the Company directly to those Divisions. If such reimbursements were
    included, the performance figures for the Divisions would be higher.
    
 
 42
<PAGE>   51
 
   
                                                                      TABLE VIII
    
 
   
              ANNUAL AND CUMULATIVE CHANGE IN PURCHASE UNIT VALUE
    
   
          WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED
    
   
                    (PERIOD FROM UNDERLYING FUND INCEPTION)
    
   
<TABLE>
<CAPTION>
                                     ANNUAL CHANGE IN PURCHASE UNIT VALUE FOR THE 12 MONTHS ENDED DECEMBER 31*
                                     --------------------------------------------------------
FUND AND DIVISION**                    1997        1996        1995        1994        1993
- -----------------------------------   -------     ------      ------      ------      ------
<S>                                  <C>         <C>         <C>         <C>         <C>
American Century -- Twentieth
 Century Ultra (Division 31).......     21.74%     12.43%      36.23%      (4.62)%     20.54%
Founders Growth (Division 30)......     25.25      15.35       44.15       (4.29)      24.30
Neuberger&Berman Guardian Trust
 (Division 29)(1)..................     16.66      16.54       30.70        0.51       12.43
Putnam Global Growth (Division
 28)...............................     12.20      15.37       13.68       (1.84)      30.56
Putnam New Opportunities (Division
 26)...............................     21.31       9.70       44.87        2.29       31.40
Putnam OTC & Emerging Growth
 (Division 27).....................      9.08       3.53       54.45        1.22       30.77
Scudder Growth and Income (Division
 21)...............................     28.80      20.63       29.58        1.33       14.17
Templeton Foreign (Division 32)....      5.57      16.74       10.07       (0.62)      35.48
Vanguard Fixed Income Securities
 Fund -- Long-Term Corporate
 Portfolio (Division 22)***........     12.32      (0.72)      24.86       (6.47)      13.08
Vanguard Fixed Income Securities
 Fund -- Long-Term U.S. Treasury
 Portfolio (Division 23)***........     12.44      (3.08)      28.51       (8.17)      15.36
Vanguard/Wellington (Division
 25)...............................     21.65      14.69       31.30       (1.71)      12.12
Vanguard/Windsor II (Division
 24)...............................     30.70      22.56       37.14       (2.38)      12.21
 
<CAPTION>
                                   ANNUAL CHANGE IN PURCHASE UNIT VALUE FOR THE 12 MONTHS ENDED DECEMBER 31*
                                     ------------------------------------------------------
FUND AND DIVISION**                   1992       1991        1990        1989        1988
- -----------------------------------  ------     ------      ------      ------      ------
<S>                                  <C>       <C>         <C>         <C>         <C>
American Century -- Twentieth
 Century Ultra (Division 31).......    0.20%     84.49%       8.21%      35.50%      12.12%
Founders Growth (Division 30)......    3.21      45.94      (11.48)      40.37        3.77
Neuberger&Berman Guardian Trust
 (Division 29)(1)..................   17.87      32.86       (5.63)      20.27       26.84
Putnam Global Growth (Division
 28)...............................   (0.76)     16.81      (10.11)      23.23        7.95
Putnam New Opportunities (Division
 26)...............................   24.37      65.93       10.41          --          --
Putnam OTC & Emerging Growth
 (Division 27).....................   11.58      39.47      (10.75)      27.70       15.04
Scudder Growth and Income (Division
 21)...............................    8.22      26.60       (3.55)      24.82       10.63
Templeton Foreign (Division 32)....   (0.89)     17.10       (3.95)      29.25       20.82
Vanguard Fixed Income Securities
 Fund -- Long-Term Corporate
 Portfolio (Division 22)***........    8.41      19.42        4.90       13.76        8.35
Vanguard Fixed Income Securities
 Fund -- Long-Term U.S. Treasury
 Portfolio (Division 23)***........    6.09      15.98        4.48       16.48        7.81
Vanguard/Wellington (Division
 25)...............................    6.58      22.13       (4.01)      20.11       14.67
Vanguard/Windsor II (Division
 24)...............................   10.59      27.11      (11.10)      26.25       23.19
</TABLE>
    
   
<TABLE>
<CAPTION>
                                     CUMULATIVE CHANGE IN PURCHASE UNIT VALUE FOR EACH PERIOD END SINCE 12/31/97*
                                     --------------------------------------------------------
FUND AND DIVISION**                    1997        1996        1995        1994        1993
- -----------------------------------   ------      ------      ------      ------      ------
<S>                                  <C>         <C>         <C>         <C>         <C>
American Century -- Twentieth
 Century Ultra (Division 31).......  551.52%     435.16%     375.99%     249.39%     266.34%
Founders Growth (Division 30)......   381.30      284.26      233.12      131.07      141.43
Neuberger&Berman Guardian Trust
 (Division 29)(1)..................   352.93      288.26      233.16      154.92      153.59
Putnam Global Growth (Division
 28)...............................   161.79      133.31      102.24       77.89       81.20
Putnam New Opportunities (Division
 26)...............................   490.23      386.56      343.65      206.25      199.40
Putnam OTC & Emerging Growth
 (Division 27).....................   371.14      331.91      317.20      170.18      166.87
Scudder Growth and Income (Division
 21)...............................   324.86      229.87      173.46      111.07      108.29
Templeton Foreign (Division 32)....   217.86      201.10      157.92      134.32      135.81
Vanguard Fixed Income Securities
 Fund -- Long-Term Corporate
 Portfolio (Division 22)***........   146.51      119.47      121.07       77.08       89.31
Vanguard Fixed Income Securities
 Fund -- Long-Term U.S. Treasury
 Portfolio (Division 23)***........   139.45      112.95      119.72       70.97       86.21
Vanguard/Wellington (Division
 25)...............................   247.43      185.59      149.01       89.66       92.97
Vanguard/Windsor II (Division
 24)...............................   367.75      257.88      192.00      112.94      118.14
 
<CAPTION>
                                   CUMULATIVE CHANGE IN PURCHASE UNIT VALUE FOR EACH PERIOD END SINCE 12/31/97*
                                     ------------------------------------------------------
FUND AND DIVISION**                   1992       1991        1990        1989        1988
- -----------------------------------  ------     ------      ------      ------      ------
<S>                                  <C>       <C>         <C>         <C>         <C>
American Century -- Twentieth
 Century Ultra (Division 31).......  203.92%   203.31%       64.40%      51.92%      12.12%
Founders Growth (Division 30)......   94.22      88.17       28.93       45.65        3.78
Neuberger&Berman Guardian Trust
 (Division 29)(1)..................  125.60      91.46       43.93       52.54       26.79
Putnam Global Growth (Division
 28)...............................   38.80      39.85       19.72       33.15        7.97
Putnam New Opportunities (Division
 26)...............................  127.85      83.20       10.41          --          --
Putnam OTC & Emerging Growth
 (Division 27).....................  104.10      82.92       31.17       46.92       15.05
Scudder Growth and Income (Division
 21)...............................   82.44      68.61       33.19       38.07       10.63
Templeton Foreign (Division 32)....   74.07      75.64       49.98       56.16       20.83
Vanguard Fixed Income Securities
 Fund -- Long-Term Corporate
 Portfolio (Division 22)***........   67.40      54.40       29.29       23.25        8.35
Vanguard Fixed Income Securities
 Fund -- Long-Term U.S. Treasury
 Portfolio (Division 23)***........   61.43      52.18       31.20       25.58        7.81
Vanguard/Wellington (Division
 25)...............................   72.11      61.47       32.21       37.73       14.67
Vanguard/Windsor II (Division
 24)...............................   94.41      75.77       38.28       55.53       23.19
</TABLE>
    
 
- ------------
 
   
 *  For the year in which the underlying Fund commenced operations, less than a
    full year's performance has been reflected, which is not annualized.
    
 
   
**  The Tables reflect actual historical performance of the related Separate
    Account Divisions since inception of each Division (July 1, 1996) and
    hypothetical performance for periods prior to July 1, 1996. Hypothetical
    performance is based on the actual performance of the underlying Fund
    reduced by Separate Account fees that would have been incurred during the
    hypothetical period.
    
 
   
  *** The performance figures for the Vanguard Fixed Income Securities
      Fund -- Long-Term Corporate Portfolio (Division 22) and the Vanguard Fixed
      Income Securities Fund -- Long-Term U.S. Treasury Portfolio (Division 23)
      in the Table do not take into account the Separate Account Reimbursement
      made by the Company directly to those Divisions. If such reimbursements
      were included, the performance figures for the Divisions would be higher.
    
 
                                                                              43
<PAGE>   52
 
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.
 
 44
<PAGE>   53
 
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.
 
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.
 
                                                                              45
<PAGE>   54
 
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 408(b) 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 deferred compensation plans of governmental and tax-exempt
    employers;
    
 
  - Section 408(k) simplified deferred
     compensation plans of private
   
     employers;
    
   
    
 
   
  - Section 408(p) SIMPLE retirement accounts.
    
 
The foregoing Contracts are "Qualified Contracts." Certain series of Portfolio
Director 2 may also be available through a nondeductible Section 408A "Roth"
individual retirement annuity.
 
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 portion of a
distribution which is not considered a return of 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))
 
 46
<PAGE>   55
 
- --------------------------------------------------------------------------------
 
which specifically exempts these Qualified Contracts, and the IRS has no viable
legal basis or reason to apply the theory 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 risk fee and administration and distribution
fee charges (1% - 1.25%) and may also incur account maintenance 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 after-tax 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
 
                                                                              47
<PAGE>   56
 
- --------------------------------------------------------------------------------
 
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 reduces the actual amount saved in the conventional
savings account to $1,800 while the full $2,500 is contributed to 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.
    
 
 48
<PAGE>   57
 
   
YEAR 2000
    
- --------------------------------------------------------------------------------
 
   
YEAR 2000 RISKS
    
 
   
Like other insurance companies, financial and business organizations around the
world, each of the Variable Account Options and the underlying mutual funds
could be adversely affected if the computer systems used by the Company, other
service providers and entities with computer systems that are linked to the
Company's records do not properly process and calculate date-related information
and data from and after January 1, 2000. This is commonly known as the "Year
2000 Issue." The Company is taking steps that it believes are reasonably
designed to address the Year 2000 Issue with respect to the computer systems
that its uses and to obtain satisfactory assurances that comparable steps are
being taken by each of the Variable Account Options' other major service
providers. The Company expects to be substantially complete with its computer
systems projects to address year 2000 issues by the end of 1998. However, there
can be no assurance that these steps will be sufficient to avoid any adverse
impact on the Variable Account Options.
    
 
                                                                              49
<PAGE>   58
 
                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>
 
<PAGE>   59
 
                      (This page intentionally left blank)
<PAGE>   60
 
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)
 
- --------------------------------------------------------------------------------
 
   Name:                                                           G.A. #
   Address:                                                        Policy #
   Social Security Number:
- --------------------------------------------------------------------------------
 
<PAGE>   61
 
                      (This page intentionally left blank)
 
<PAGE>   62
 
                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...........    9
    Tax Consequences of Distributions...............   10
    Special Tax Consequences -- Early
      Distribution..................................   11
    Special Tax Consequences -- Required
      Distributions.................................   12
    Tax Free Rollovers, Transfers and Exchanges.....   13
Exchange Privilege..................................   13
    Exchanges From Portfolio Director, Exchanges
      From Portfolio Director 2.....................   13
    Exchanges From Independence Plus Contracts......   14
    Exchanges From V-Plan Contracts.................   16
    Exchanges From SA-1 and SA-2 Contracts..........   17
    Exchanges From Impact Contracts.................   18
    Exchanges From Compounder Contracts.............   19
    Information Which May Be Applicable To Any
      Exchange......................................   20
Calculation of Surrender Charge.....................   21
    Illustration of Surrender Charge on Total
      Surrender.....................................   21
    Illustration of Surrender Charge on a 10%
      Partial Surrender Followed by a Full
      Surrender.....................................   21
Purchase Unit Value.................................   22
    Illustration of Calculation of Purchase Unit
      Value.........................................   22
    Illustration of Purchase of Purchase Units......   22
Performance Calculations............................   22
    AGSPC Money Market Division Yields..............   22
    Calculation of Current Yield for AGSPC Money
      Market Division Six...........................   22
    Illustration of Calculation of Current Yield for
      AGSPC Money Market Division Six...............   22
    Calculation of Effective Yield for AGSPC Money
      Market Division Six...........................   23
    Illustration of Calculation of Effective Yield
      for AGSPC Money Market Division Six...........   23
Standardized Yield for Bond Fund Divisions..........   23
    Calculation of Standardized Yield for Bond Fund
      Divisions.....................................   23
    Illustration of Calculation of Standardized
      Yield for Bond Fund Divisions.................   23
    Calculation of Average Annual Total Return......   24
Performance Information.............................   25
    Hypothetical $10,000 Account Value and
      Cumulative Return as Compared to Benchmark
      Tables........................................   25
    Performance Compared to Market Indices..........   25
    AGSPC Growth Division Fifteen Performance
      Compared to S&P 500 Index.....................   28
    AGSPC International Government Bond Division
      Thirteen Performance Compared to Salomon
      Brothers Non-U.S. Dollar World Government Bond
      Index.........................................   28
</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.........................................   29
    AGSPC Science & Technology Division Seventeen
      Performance Compared to S&P 500 Index.........   29
    AGSPC Social Awareness Division Twelve
      Performance Compared to S&P 500 Index.........   30
    AGSPC Stock Index Division Ten Performance
      Compared to S&P 500 Index.....................   30
    American Century -- Twentieth Century Ultra
      Division Thirty-one Compared to S&P 500 Index
      and NASDAQ Composite Index....................   31
    Founders Growth Division Thirty Compared to S&P
      500 Index.....................................   31
    Neuberger&Berman Guardian Trust Division
      Twenty-nine Compared to S&P 500 Index.........   32
    Putnam Global Growth Division Twenty-eight
      Compared to MCSI World Index and S&P 500
      Index.........................................   32
    Putnam New Opportunities Division Twenty-six
      Compared to S&P 500 Index.....................   33
    Putnam OTC & Emerging Growth Division
      Twenty-seven Compared to Russell 2000 Index
      and S&P 500 Index.............................   34
    Scudder Growth and Income Division Twenty-one
      Compared to S&P 500 Index.....................   34
    Templeton Foreign Division Thirty-two Compared
      to EAFE Index.................................   35
    Vanguard Fixed Income Securities
      Fund -- Long-Term Corporate Portfolio Division
      Twenty-two Compared to Merrill Lynch Corporate
      Master Index..................................   35
    Vanguard Fixed Income Securities
      Fund -- Long-Term U.S. Treasury Portfolio
      Division Twenty-three Compared to Lehman
      Brothers U.S. Treasury Long-Term Index........   36
    Vanguard/Wellington Division Twenty-five
      Compared to S&P 500 Index and Merrill Lynch
      Corporate Master Index........................   36
    Vanguard/Windsor II Division Twenty-four
      Compared to S&P 500 Index.....................   37
Payout Payments.....................................   38
    Assumed Investment Rate.........................   38
    Amount of Payout Payments.......................   38
    Payout Unit Value...............................   38
    Illustration of Calculation of Payout Unit
      Value.........................................   39
    Illustration of Payout Payments.................   39
Distribution of Variable Annuity Contracts..........   40
Experts.............................................   40
Comments on Financial Statements....................   41
</TABLE>
    
 
<PAGE>   63
 
================================================================================
 
                 FOR ADDITIONAL INFORMATION ABOUT THE CONTRACTS
                     CONTACT YOUR NEAREST REGIONAL OFFICE:
 
3535 Grandview Parkway
Suite 200
Birmingham, AL 35243
(205) 967-8955
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
(650) 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 1900
Chicago, IL 60606
(312) 368-1001
11711 N. Meridian St.
Suite 300
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
(248) 641-0022
8500 Normandale Lake Blvd.
Suite 750
Bloomington, MN 55437
(612) 893-1099
4266 Interstate 55N
Suite 108
Jackson, MS 39211
(601) 981-5801
410 Amherst Street
Suite 250
Nashua, NH 03063
(603) 883-3840
90 Woodbridge Ctr. Dr.
Suite 300
Woodbridge, NJ 07095
(732) 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
Two International Plaza
Suite 601
Nashville, TN 37217
(615) 254-4822
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-six branch offices located throughout the
                                    country.
    
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
                    2929 ALLEN PARKWAY, HOUSTON, TEXAS 77019
                                 1-800-44-VALIC
      FOR UNIT VALUE INFORMATION CALL: 1-800-42-VALIC & TDD 1-800-24-VALIC
             FOR ASSET TRANSFERS BY TELEPHONE CALL: 1-800-621-7792
                               TDD 1-800-35-VALIC
                           EASYACCESS 1-800-42-VALIC
                         TDD EASYACCESS 1-800-24-VALIC
 
================================================================================
<PAGE>   64
 
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
UNITS OF INTEREST UNDER GROUP AND INDIVIDUAL
VARIABLE ANNUITY CONTRACTS
PORTFOLIO DIRECTOR 2
SEPARATE ACCOUNT A
   
FOR SERIES 2.1.20 TO 2.12.20                                         May 1, 1998
    
 
PROSPECTUS
 
Certain series of Portfolio Director 2 consist of group and individual variable
annuity contracts that are offered by The Variable Annuity Life Insurance
Company ("VALIC") to Participants in certain employer sponsored retirement
plans. Portfolio Director 2 Series 2.1.20 to 2.12.20 consists of group variable
annuity contracts that are offered by VALIC to Participants in certain employer
sponsored retirement plans. 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     Founders Funds, Inc.:                    Templeton Funds, Inc.:
 Company (AGSPC):                     Founders Growth Fund                     Templeton Foreign Fund --
  Growth Fund                         Neuberger&Berman Management Inc.:        Class 1
  International Government Bond Fund  Neuberger&Berman Guardian Trust
  Money Market Fund                                                            The Vanguard Group, Inc.:
  Science & Technology Fund           Putnam Investments:                      Vanguard Fixed Income
  Social Awareness Fund               Putnam Global Growth Fund                    Securities Fund --
  Stock Index Fund                    Putnam New Opportunities Fund                Long-Term Corporate
                                      Putnam OTC & Emerging Growth                 Portfolio
American Century Investment           Fund                                     Vanguard Fixed Income
  Management, Inc.:                                                                Securities Fund --
  American Century -- Twentieth       Scudder Kemper Investments, Inc.:            Long-Term U.S.
    Century Ultra Fund                Scudder Growth and Income Fund               Treasury Portfolio
                                                                               Vanguard/Wellington 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, 1998, 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>   65
 
                               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.....................     8
ABOUT VALIC....................................     8
ABOUT VALIC SEPARATE ACCOUNT A.................     8
UNITS OF INTERESTS.............................     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 Charge..........................    22
          Amount of Surrender Charge...........    22
          10% Free Withdrawal..................    22
          Exceptions to Surrender Charge.......    22
     Premium Tax Charge........................    23
     Separate Account Charges..................    23
     Fund Annual Expense Charges...............    23
     Other Tax Charges.........................    23
     Reduction or Waiver of Account Maintenance
       Fee, Surrender, Mortality and Expense
       Risk Fee or Administration and
       Distribution Fee Charges................    24
     Separate Account Expense Reimbursement....    24
PAYOUT PERIOD..................................    25
     Fixed Payout..............................    25
     Variable Payout...........................    25
     Combination Fixed and Variable Payout.....    25
     Payout Date...............................    25
     Payout Options............................    25
     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
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                 PAGE
                                                 ----
<S>                                              <C>
     Surrender Charges.........................    29
     Exchange Offers for Contracts Other Than
       Portfolio Director and Portfolio
       Director 2..............................    29
     Exchange Offer for Portfolio Director and
       Portfolio Director 2....................    30
     Comparison of Contracts...................    30
     Features of Portfolio Director 2..........    30
     Agents' and Managers' Retirement Plan
       Exchange Offer..........................    30
DEATH BENEFITS.................................    32
     Beneficiary Information...................    32
     Special Information for Individual Non-Tax
       Qualified Contracts.....................    32
     During the Purchase Period................    32
          Interest Guaranteed Death Benefit....    32
          Standard Death Benefit...............    33
     During the Payout Period..................    33
HOW TO REVIEW INVESTMENT PERFORMANCE OF
  SEPARATE ACCOUNT DIVISIONS...................    34
     Types of Investment Performance
       Information Advertised..................    34
       Total Return Performance Information....    34
       Standard Average Annual Total Return....    34
       Nonstandard Average Annual Total
       Return..................................    34
       Cumulative Total Return.................    34
       Annual Change in Purchase Unit Value....    34
       Cumulative Change in Purchase Unit
          Value................................    35
       Total Return Based on Different
          Investment Amounts...................    35
       An Assumed Account Value of $10,000.....    35
     Yield Performance Information.............    35
       AGSPC Money Market Division.............    35
       Divisions Other Than The AGSPC Money
          Market Division......................    35
     Performance Information: Average Annual
       Total Return, Cumulative Return and
       Annual and Cumulative Change in Purchase
       Unit Value Tables.......................    35
OTHER CONTRACT FEATURES........................    42
     Changes That May Not Be Made..............    42
     Change of Beneficiary.....................    42
     Contingent Owner..........................    42
     Cancellation -- The 20 Day "Free Look"....    42
     We Reserve Certain Rights.................    42
     Relationship to Employer's Plan...........    42
VOTING RIGHTS..................................    43
     Who May Give Voting Instructions..........    43
     Determination of Fund Shares Attributable
       to Your Account.........................    43
       During Purchase Period..................    43
       During Payout Period or after a Death
          Benefit Has Been Paid................    43
     How Fund Shares Are Voted.................    43
FEDERAL TAX MATTERS............................    44
     Type of Plans.............................    44
     Tax Consequences in General...............    44
     Effect of Tax-Deferred Accumulations......    45
 
YEAR 2000......................................    47
     Year 2000 Risks...........................    47
</TABLE>
    
 
                                      (i)
<PAGE>   66
 
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:
 
   
<TABLE>
<CAPTION>
DEFINED TERMS                   PAGE NO.
- -------------                   --------
<S>                             <C>
Account Value                        21
Annuitant                            32
Assumed Investment Rate              25
Beneficiary                          32
Contract Owner                       32
Division                             34
Fixed Account Options                32
Home Office                          21
Mutual Fund or Fund                  08
Participant                          01
Participant Year                     22
Payout Period                        21
Payout Unit                          25
Purchase Payments                 19,34
Purchase Period                      21
Purchase Unit                        20
VALIC Separate Account A             39
Variable Account Options          09,32
</TABLE>
    
 
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>   67
 
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              Growth through investments tracking                         VALIC
EQUITY              Index                    the S&P 500(R) Index
FUND                Fund
- -------------------------------------------------------------------------------------------------------------------------------
ACTIVELY            AGSPC Growth             Growth through investments                                  VALIC
MANAGED             Fund                     in service sector companies
                    -----------------------------------------------------------------------------------------------------------
EQUITY              American Century --      Capital growth through                                      American Century
FUNDS               Twentieth Century        investments in common
                    Ultra Fund               stock
                    -----------------------------------------------------------------------------------------------------------
                    Founders                 Long-term growth of capital through                         Founders
                    Growth                   investment in common stocks of well
                    Fund                     established, high-quality growth companies
                    -----------------------------------------------------------------------------------------------------------
                    Neuberger&Berman         Capital appreciation, and secondarily                       Neuberger&Berman
                    Guardian Trust           current income by investing primarily                       Management Inc.
                                             in common stocks of 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                Long-term capital growth through investments                Templeton
                    Foreign                  in equity and debt securities of companies
                    Fund -- Class 1          and governments outside the U.S.
                    -----------------------------------------------------------------------------------------------------------
                    Vanguard/                Growth and income through                                   Vanguard
                    Windsor II               investment in common stock
- -------------------------------------------------------------------------------------------------------------------------------
BALANCED            Vanguard/                Income and growth through 30 to 40%                         Vanguard
FUND                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 high 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              Income through investments in                               VALIC
MARKET              Market                   short-term money market
FUND                Fund                     securities
- -------------------------------------------------------------------------------------------------------------------------------
 
<CAPTION>
<S>                  <C>
- ------------------------------------------------------------
FIXED                --
OPTIONS
                    ------------------------------------------------------------
                     --
- -----------------------------------------------------------------------------------------------------------------------
                     SUBADVISER
- -------------------------------------------------------------------------------------------------------------------------------
INDEX                Bankers Trust
EQUITY
FUND
- -------------------------------------------------------------------------------------------------------------------------------
ACTIVELY             T. Rowe Price
MANAGED
                    -----------------------------------------------------------------------------------------------------------
EQUITY               N/A
FUNDS
                    -----------------------------------------------------------------------------------------------------------
                     N/A
                    -----------------------------------------------------------------------------------------------------------
                     Neuberger&
                     Berman, LLC
                    -----------------------------------------------------------------------------------------------------------
                     N/A
                    -----------------------------------------------------------------------------------------------------------
                     N/A
                    -----------------------------------------------------------------------------------------------------------
                     N/A
                    -----------------------------------------------------------------------------------------------------------
                     N/A
                    -----------------------------------------------------------------------------------------------------------
                     N/A
                    -----------------------------------------------------------------------------------------------------------
                     N/A
- -------------------------------------------------------------------------------------------------------------------------------
BALANCED             N/A
FUND
- -------------------------------------------------------------------------------------------------------------------------------
INCOME               N/A
FUNDS
                    -----------------------------------------------------------------------------------------------------------
                     N/A
                    -----------------------------------------------------------------------------------------------------------
                     N/A
- -------------------------------------------------------------------------------------------------------------------------------
SPECIALTY            T. Rowe Price
FUNDS
                    -----------------------------------------------------------------------------------------------------------
                     N/A
- -------------------------------------------------------------------------------------------------------------------------------
MONEY                N/A
MARKET
FUND
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    
 
 2
<PAGE>   68
 
- --------------------------------------------------------------------------------
 
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. Reductions in the account maintenance fee may be available if certain
conditions are met.
 
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 Charge." 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.
    
 
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.
 
SEPARATE ACCOUNT CHARGES
Depending on the Variable Account Option you choose you may incur a mortality
and expense risk fee and an administration and distribution fee computed at an
aggregate annualized rate of 0.80% to 1.05% during the purchase period and 1.00%
to 1.25% during the payout period on the average daily net asset value of VALIC
Separate Account A. Reductions in the mortality and expense risk fee and
administration and distribution fee may be available for plan types meeting
certain criteria.
 
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. In addition to the
management fees, each Fund incurs other operating expenses which may vary.
    
 
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. In addition, the Company currently reimburses to certain Divisions a
portion of the Company's administration and distribution fee for providing
Variable Account Options. Such reimbursement arrangements are voluntary. 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.
 
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>   69
 
FEE TABLE
- --------------------------------------------------------------------------------
 
CONTRACT OWNER/PARTICIPANT EXPENSES(1)
 
<TABLE>
<S>                                                           <C>
  Account Maintenance Fee ($3.75 per quarter, annualized)(2)     $  15
  Maximum Surrender Charge(2)                                     5.00%
</TABLE>
 
SEPARATE ACCOUNT EXPENSES
(as a percentage of Separate Account net assets):
 
   
<TABLE>
<CAPTION>
                                       MORTALITY     ADMINISTRATION     SEPARATE
                                          AND             AND            ACCOUNT         TOTAL
                                      EXPENSE RISK    DISTRIBUTION       EXPENSE       SEPARATE
                FUND                     FEE(3)          FEE(3)       REIMBURSEMENT   ACCOUNT FEE
                ----                  ------------   --------------   -------------   -----------
<S>                                   <C>            <C>              <C>             <C>
AGSPC Growth                              0.25%           0.55%              --          0.80%
AGSPC International Government Bond       0.25            0.55               --          0.80
AGSPC Money Market                        0.25            0.55               --          0.80
AGSPC Science & Technology                0.25            0.55               --          0.80
AGSPC Social Awareness                    0.25            0.55               --          0.80
AGSPC Stock Index                         0.25            0.55               --          0.80
American Century -- Twentieth
  Century Ultra(4)                        0.25            0.80            (0.21%)        0.84
Founders Growth(4)                        0.25            0.80            (0.25)         0.80
Neuberger&Berman Guardian Trust(4)        0.25            0.80            (0.25)         0.80
Putnam Global Growth(4)                   0.25            0.80            (0.25)         0.80
Putnam New Opportunities(4)               0.25            0.80            (0.25)         0.80
Putnam OTC & Emerging Growth(4)           0.25            0.80            (0.25)         0.80
Scudder Growth and Income(4)              0.25            0.80            (0.25)         0.80
Templeton Foreign(4)                      0.25            0.80            (0.25)         0.80
Vanguard Fixed Income Securities
  Fund --
  Long-Term Corporate Portfolio(5)        0.25            0.80           (0.25)          0.80
Vanguard Fixed Income Securities
  Fund --
  Long-Term U.S. Treasury
  Portfolio(5)                            0.25            0.80           (0.25)          0.80
Vanguard/Wellington                       0.25            0.80               --          1.05
Vanguard/Windsor II                       0.25            0.80               --          1.05
</TABLE>
    
 
FUND ANNUAL EXPENSES
(as a percentage of Fund net assets):
 
   
<TABLE>
<CAPTION>
                                              MANAGEMENT   12B-1        OTHER      TOTAL FUND
                    FUND                         FEES      FEES      EXPENSES(6)    EXPENSES
                    ----                      ----------   -----     -----------   ----------
<S>                                           <C>          <C>       <C>           <C>
AGSPC Growth                                     0.80%       --         0.06%         0.86%
AGSPC International Government Bond              0.50        --         0.06          0.56
AGSPC Money Market                               0.50        --         0.07          0.57
AGSPC Science & Technology                       0.90        --         0.06          0.96
AGSPC Social Awareness                           0.50        --         0.06          0.56
AGSPC Stock Index                                0.27        --         0.07          0.34
American Century -- Twentieth Century Ultra      1.00        --         0.00          1.00
Founders Growth                                  0.67      0.25%(4)     0.18          1.10
Neuberger&Berman Guardian Trust(7)               0.84        --         0.04          0.88
Putnam Global Growth                             0.64      0.25(4)      0.35          1.24
Putnam New Opportunities                         0.50      0.25(4)      0.31          1.06
Putnam OTC & Emerging Growth                     0.56      0.25(4)      0.35          1.16
Scudder Growth and Income                        0.46        --         0.30          0.76
Templeton Foreign                                0.61      0.25(4)      0.22          1.08
Vanguard Fixed Income Securities Fund --
  Long-Term Corporate Portfolio                  0.03        --         0.29          0.32
Vanguard Fixed Income Securities Fund --
  Long-Term U.S. Treasury Portfolio              0.01        --         0.26          0.27
Vanguard/Wellington                              0.04        --         0.25          0.29
Vanguard/Windsor II                              0.15        --         0.22          0.37
</TABLE>
    
 
                            See footnotes on page 6.
 
 4
<PAGE>   70
 
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                          $17      $ 52      $ 90       $197
AGSPC International Government Bond Division 13    14        43        75        164
AGSPC Money Market Division 6                      14        43        75        165
AGSPC Science & Technology Division 17             18        55        96        208
AGSPC Social Awareness Division 12                 14        43        75        164
AGSPC Stock Index Division 10                      12        36        63        139
American Century -- Twentieth Century Ultra
  Division 31                                      19        58       100        216
Founders Growth Division 30                        19        60       103        223
Neuberger&Berman Guardian Trust
  Division 29                                      17        53        91        199
Putnam Global Growth Division 28                   21        64       110        237
Putnam New Opportunities Division 26               19        59       101        218
Putnam OTC & Emerging Growth Division 27           20        62       106        229
Scudder Growth and Income Division 21              16        49        85        186
Templeton Foreign Division 32                      19        59       102        221
Vanguard Fixed Income Securities
  Fund -- Long-Term Corporate Portfolio Division
  22                                               11        36        62        137
Vanguard Fixed Income Securities
  Fund -- Long-Term U.S. Treasury Portfolio
  Division 23                                      11        34        59        131
Vanguard/Wellington Division 25                    14        42        74        162
Vanguard/Windsor II Division 24                    14        45        78        171
</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                          $17      $ 54      $ 93       $203
AGSPC International Government Bond Division 13    14        45        78        170
AGSPC Money Market Division 6                      15        45        78        171
AGSPC Science & Technology Division 17             18        57        98        214
AGSPC Social Awareness Division 12                 14        45        78        170
AGSPC Stock Index Division 10                      12        38        66        145
American Century -- Twentieth Century Ultra
  Division 31                                      19        60       103        222
Founders Growth Division 30                        20        61       106        229
Neuberger&Berman Guardian Trust
  Division 29                                      18        55        94        205
Putnam Global Growth Division 28                   21        66       113        243
Putnam New Opportunities Division 26               19        60       104        224
Putnam OTC & Emerging Growth Division 27           20        63       109        235
Scudder Growth and Income Division 21              16        51        88        192
Templeton Foreign Division 32                      20        61       105        226
Vanguard Fixed Income Securities
  Fund -- Long-Term Corporate Portfolio Division
  22                                               12        37        65        143
Vanguard Fixed Income Securities
  Fund -- Long-Term U.S. Treasury Portfolio
  Division 23                                      11        36        62        137
Vanguard/Wellington Division 25                    14        44        76        168
Vanguard/Windsor II Division 24                    15        47        81        177
</TABLE>
    
 
                                                                               5
<PAGE>   71
 
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                              $64      $104      $143       $203
AGSPC International Government Bond Division 13        61        95       128        170
AGSPC Money Market Division 6                          61        95       128        171
AGSPC Science & Technology Division 17                 65       107       148        214
AGSPC Social Awareness Division 12                     61        95       128        170
AGSPC Stock Index Division 10                          59        88       116        145
American Century -- Twentieth Century Ultra Division
  31                                                   66       109       153        222
Founders Growth Division 30                            66       111       156        229
Neuberger&Berman Guardian Trust
  Division 29                                          64       104       144        205
Putnam Global Growth Division 28                       68       115       163        243
Putnam New Opportunities Division 26                   66       110       154        224
Putnam OTC & Emerging Growth Division 27               67       112       159        235
Scudder Growth and Income Division 21                  63       101       138        192
Templeton Foreign Division 32                          66       110       155        226
Vanguard Fixed Income Securities Fund -- Long-Term
  Corporate Portfolio Division 22                      59        87       115        143
Vanguard Fixed Income Securities Fund -- Long-Term
  U.S. Treasury Portfolio Division 23                  58        86       112        137
Vanguard/Wellington Division 25                        61        94       126        168
Vanguard/Windsor II Division 24                        62        97       131        177
</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, Surrender, Mortality and Expense Risk Fee or Administration
    and Distribution Fee Charges" and "Exceptions to Surrender Charge" in this
    prospectus.
 
(3) The mortality and expense risk fee and administration and distribution fee
    reflected in the Fee Table is deducted during the Purchase Period. The
    mortality and expense risk fee and administration and distribution fee
    deducted during the Payout Period is computed at an annualized rate of 1.00%
    to 1.25%, depending upon the Variable Account Option selected.
 
(4) For these Funds the Total Separate Account Fee equals the VALIC Separate
    Account A mortality and expense risk fee plus the administration and
    distribution fee 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 and/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 and/or their affiliates pay administrative, shareholder
    service or distribution fees to the Company: American Century -- Twentieth
    Century (0.21%), Founders (0.25%), Neuberger&Berman (0.25%), Putnam (0.25%),
    Scudder (0.25%) and Templeton (0.25%). With respect to American
    Century -- Twentieth Century Ultra Fund, the Fund pays fees to the Company
    of 0.20% on assets in excess of $0 but less than $75 million, and 0.25% on
    assets in excess of $75 million.
 
   
(5) For these Funds the Total Separate Account Fee equals the VALIC Separate
    Account mortality and expense risk fee plus the administration and
    distribution fee reduced by the Separate Account Expense Reimbursement. The
    Separate Account Expense Reimbursement reflects a voluntary expense
    reimbursement made by the Company, effective May 1, 1998, directly to the
    Division which may be terminated by the Company at any time without notice.
    
 
   
(6) OTHER EXPENSES includes custody, accounting, reports to shareholders, audit,
    legal and other miscellaneous expenses. See each Fund's prospectus for a
    detailed explanation of these fees.
    
 
   
(7) Neuberger&Berman Management Incorporated voluntarily bears certain expenses
    of the 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. For this Fund, MANAGEMENT FEES
    include administration 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 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>   72
 
Selected Purchase Unit Data
- --------------------------------------------------------------------------------
 
Portfolio Director 2 Series 2.1.20 to 2.12.20 is a new variable annuity product;
therefore, there is no Selected Purchase Unit Data available at this time.
 
                                                                               7
<PAGE>   73
 
- --------------------------------------------------------------------------------
 
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.
 
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
 
 8
<PAGE>   74
 
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.
 
- - American Century Investments -- offers 1 fund for which American Century
  Investment Management, Inc. serves as investment adviser.
 
   
- - Founders Funds, Inc. -- offers 1 fund for which Founders Asset Management LLC
  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 Kemper Investments, Inc. -- offers 1 fund for which Scudder Kemper
  Investments, Inc. serves as investment adviser.
 
- - Templeton Funds Inc. -- offers 1 fund for which Templeton Global Advisors
  Limited serves as investment adviser.
 
- - The Vanguard Group Inc. -- offers 4 funds for which Barrow, Hanley, Mewhinney
  & Strauss, Inc., Equinox Capital Management, Inc., Tukman Capital Management,
  Inc., Vanguard Core Management Group, Wellington Management Company, LLP and
  Vanguard Fixed Income Group 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 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 fees plus administration and distribution fees 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 in the graphs shown reflect
Separate Account performance based on the performance of the underlying Fund for
the last 10 fiscal years or, since inception of the underlying Fund if for less
than 10 years. The returns shown in the tables reflect the historical
performance of each Fund based on investment in a hypothetical Contract from the
date of the Fund's inception. The actual performance of each Fund has been
reduced by Separate Account fees that would have been incurred under the
Contract. Investment return and principal value will fluctuate with market
conditions, and for foreign investments, currencies and the economic and
political climates of the countries where investments are made. Past performance
cannot predict or guarantee future results.
    
 
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.
 
                                                                               9
<PAGE>   75
 
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
- -------------------------   -------
<S>                         <C>
        04/29/94            $10,000
        12/31/94             10,032
        12/31/95             14,715
        12/31/96             17,425
        12/31/97             20,916
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 29, 1994
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
 
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
- -------------------------   -------
<S>                         <C>
        10/01/91            $10,000
        12/31/91             10,910
        12/31/92             11,156
        12/31/93             12,640
        12/31/94             13,098
        12/31/95             15,437
        12/31/96             15,988
        12/31/97             15,093
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE OCTOBER 1, 1991
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
 
 10
<PAGE>   76
 
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, 1988        $ Value
- -------------------------   -------
<S>                         <C>
        01/01/88            $10,000
        12/31/88             10,593
        12/31/89             11,455
        12/31/90             12,263
        12/31/91             12,839
        12/31/92             13,151
        12/31/93             13,397
        12/31/94             13,795
        12/31/95             14,445
        12/31/96             15,049
        12/31/97             15,702
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
 
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
- -------------------------   -------
<S>                         <C>
        04/29/94            $10,000
        12/31/94             12,494
        12/31/95             20,036
        12/31/96             22,623
        12/31/97             23,023
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 29, 1994
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
 
                                                                              11
<PAGE>   77
 
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
- -------------------------   -------
<S>                         <C>
10/02/89                    $10,000
12/31/89                     10,105
12/31/90                      9,901
12/31/91                     12,562
12/31/92                     12,878
12/31/93                     13,786
12/31/94                     13,479
12/31/95                     18,580
12/31/96                     22,853
12/31/97                     30,345
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE OCTOBER 2, 1989
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
 
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
     January 1, 1988        $ Value
- -------------------------   -------
<S>                         <C>
01/01/88                    $10,000
12/31/88                     11,336
12/31/89                     14,525
12/31/90                     13,852
12/31/91                     17,724
12/31/92                     18,751
12/31/93                     20,439
12/31/94                     20,418
12/31/95                     27,812
12/31/96                     33,865
12/31/97                     44,712
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
                                    [CHART]
   
                            PERIOD ENDED DECEMBER 31
    
 
 * "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.
 
 12
<PAGE>   78
 
AMERICAN CENTURY --
TWENTIETH CENTURY ULTRA
FUND
Investor Class Shares
(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, 1988        $ Value
- -------------------------   -------
<S>                         <C>
01/01/88                    $10,000
12/31/88                     11,234
12/31/89                     15,252
12/31/90                     16,538
12/31/91                     30,570
12/31/92                     30,693
12/31/93                     37,070
12/31/94                     35,426
12/31/95                     48,356
12/31/96                     54,475
12/31/97                     66,451
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
 
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, 1988        $ Value
- -------------------------   -------
<S>                         <C>
01/01/88                    $10,000
12/31/88                     10,399
12/31/89                     14,623
12/31/90                     12,971
12/31/91                     18,967
12/31/92                     19,616
12/31/93                     24,431
12/31/94                     23,429
12/31/95                     33,842
12/31/96                     39,116
12/31/97                     49,090
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
                                    [CHART]
   
                            PERIOD ENDED DECEMBER 31
    
 
                                                                              13
<PAGE>   79
 
NEUBERGER&BERMAN
GUARDIAN TRUST*
(Division 29)
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks capital appreciation and, secondarily, current income. The Trust invests
primarily in common stocks of long-established, high quality companies.
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     January 1, 1988        $ Value
- -------------------------   -------
<S>                         <C>
01/01/88                    $10,000
12/31/88                     12,704
12/31/89                     15,315
12/31/90                     14,479
12/31/91                     19,298
12/31/92                     22,784
12/31/93                     25,661
12/31/94                     25,848
12/31/95                     33,847
12/31/96                     39,523
12/31/97                     46,198
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
                                    [CHART]
   
                            PERIOD ENDED DECEMBER 31
    
 
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, 1988        $ Value
- -------------------------   -------
<S>                         <C>
01/01/88                    $10,000
12/31/88                     10,818
12/31/89                     13,368
12/31/90                     12,043
12/31/91                     14,096
12/31/92                     14,019
12/31/93                     18,337
12/31/94                     18,039
12/31/95                     20,548
12/31/96                     23,752
12/31/97                     26,704
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
                                    [CHART]
   
                            PERIOD ENDED DECEMBER 31
    
 
 * Neuberger&Berman Guardian Trust ("Trust") started operating on August 3,
   1993. It has identical investment objectives and policies and invests in the
   same portfolio as Neuberger&Berman Guardian Fund ("Fund"), which is also
   managed by Neuberger& Berman Management Incorporated ("N&B Management"). The
   performance information for the Trust before August 3, 1993 is for the Fund.
   N&B Management voluntarily bears certain operating 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 per annum. This arrangement can be terminated on sixty days prior
   written notice. Absent such arrangement, the average annual total returns of
   the Trust would have been less. The total returns for periods prior to the
   Trust's commencement of operations would have been lower had they reflected
   the higher expense ratios of the Trust as compared to those of the Fund.
 
 14
<PAGE>   80
 
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
- -------------------------   -------
<S>                         <C>
        08/31/90            $10,000
        12/31/90             11,049
        12/31/91             18,364
        12/31/92             22,884
        12/31/93             30,127
        12/31/94             30,881
        12/31/95             44,819
        12/31/96             49,265
        12/31/97             59,879
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE AUGUST 31, 1990
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
 
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, 1988        $ Value
- -------------------------   -------
<S>                         <C>
01/01/88                    $10,000
12/31/88                     11,528
12/31/89                     14,750
12/31/90                     13,196
12/31/91                     18,438
12/31/92                     20,613
12/31/93                     27,006
12/31/94                     27,395
12/31/95                     42,384
12/31/96                     43,967
12/31/97                     48,055
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
[CHART]
   
                            PERIOD ENDED DECEMBER 31
    
 
                                                                              15
<PAGE>   81
 
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, 1988        $ Value
- -------------------------   -------
<S>                         <C>
01/01/88                    $10,000
12/31/88                     11,085
12/31/89                     13,862
12/31/90                     13,399
12/31/91                     16,995
12/31/92                     18,425
12/31/93                     21,078
12/31/94                     21,402
12/31/95                     27,783
12/31/96                     33,580
12/31/97                     43,335
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
[CHART]
   
                            PERIOD ENDED DECEMBER 31
    
 
TEMPLETON FOREIGN FUND
   
Class 1 Shares
    
(Division 32)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
   
Seeks long-term capital growth. Any income realized will be incidental. The Fund
tries to achieve its goal by a flexible policy of investing in stocks and debt
obligations of companies and governments outside the United States.
    
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     January 1, 1988        $ Value
- -------------------------   -------
<S>                         <C>
01/01/88                    $10,000
12/31/88                     12,107
12/31/89                     15,678
12/31/90                     15,088
12/31/91                     17,704
12/31/92                     17,581
12/31/93                     23,863
12/31/94                     23,759
12/31/95                     26,204
12/31/96                     30,652
12/31/97                     32,422
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
 
 16
<PAGE>   82
 
VANGUARD FIXED
INCOME SECURITIES
FUND -- LONG-TERM
CORPORATE PORTFOLIO
Institutional Class Shares
(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 bonds.
    
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     January 1, 1988        $ Value
- -------------------------   -------
<S>                         <C>
01/01/88                    $10,000
12/31/88                     10,856
12/31/89                     12,374
12/31/90                     13,007
12/31/91                     15,563
12/31/92                     16,907
12/31/93                     19,157
12/31/94                     17,956
12/31/95                     22,460
12/31/96                     22,343
12/31/97                     25,145
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
 
VANGUARD FIXED
INCOME SECURITIES
FUND -- LONG-TERM
U.S. TREASURY PORTFOLIO
Institutional Class Shares
(Division 23)
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
   
Seeks high level of current income consistent with the maintenance of principal
and liquidity. The Portfolio invests primarily in long-term U.S. Treasury
securities backed by the full faith and credit of the U.S. Government. 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, 1988        $ Value
- -------------------------   -------
<S>                         <C>
01/01/88                    $10,000
12/31/88                     10,802
12/31/89                     12,608
12/31/90                     13,199
12/31/91                     15,339
12/31/92                     16,304
12/31/93                     18,844
12/31/94                     17,337
12/31/95                     22,323
12/31/96                     21,679
12/31/97                     24,425
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
                                    [CHART]
   
                            PERIOD ENDED DECEMBER 31
    
 
                                                                              17
<PAGE>   83
 
VANGUARD/WELLINGTON FUND
Institutional Class Shares
(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, 1988        $ Value
- -------------------------   -------
<S>                         <C>
01/01/88                    $10,000
12/31/88                     11,490
12/31/89                     13,828
12/31/90                     13,300
12/31/91                     16,276
12/31/92                     17,382
12/31/93                     19,528
12/31/94                     19,232
12/31/95                     25,299
12/31/96                     29,073
12/31/97                     35,438
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
[CHART]
   
                            PERIOD ENDED DECEMBER 31
    
 
VANGUARD/WINDSOR II
Institutional Class Shares
(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, 1988        $ Value
- -------------------------   -------
<S>                         <C>
        01/01/88            $10,000
        12/31/88             12,343
        12/31/89             15,615
        12/31/90             13,910
        12/31/91             17,717
        12/31/92             19,635
        12/31/93             22,075
        12/31/94             21,591
        12/31/95             29,666
        12/31/96             36,431
        12/31/97             47,709
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
[CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
 
 18
<PAGE>   84
 
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 is accompanied by 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 establish a
permanent 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 2.
 
For more information as to
how PURCHASE UNIT VALUES
are calculated, see the
Statement of Additional
Information.
 
                                                                              19
<PAGE>   85
 
- --------------------------------------------------------------------------------
 
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.
 
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.
 
 20
<PAGE>   86
 
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>
 
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>   87
 
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 Charge
- - 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, Surrender, Mortality and Expense Risk Fee or
Administration and Distribution Fee 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 CHARGE
 
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 CHARGE
 
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 CHARGE
 
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.
 
 22
<PAGE>   88
 
- --------------------------------------------------------------------------------
 
- - 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; or
 
- - 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 charge 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 a surrender charge may be reduced or
waived, see the "Reduction or Waiver of Account Maintenance Fee, Surrender,
Mortality and Expense Risk Fee or Administration and Distribution Fee 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 fee and an administration and
distribution fee applied to VALIC Separate Account A. This is a daily charge at
an aggregate annualized rate of 0.80% to 1.05% during the Purchase Period and
1.00% to 1.25% during the Payout Period 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 fee 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 fee and on the
administration and distribution fee.
 
The administration and distribution fee is to reimburse the Company for our
administrative expenses for providing Variable Account Options. This includes
the expense of administration and marketing (including but not limited to
enrollment, participant communication and education).
 
For more information about the mortality and expense risk fee, and
administration and distribution fee see the Fee Table in this prospectus.
 
The mortality and expense risk fee or administration and distribution fee may be
reduced or waived if issued to certain types of plans that are expected to
result in lower costs to VALIC. To learn more about how we determine if the
mortality and expense risk fee or administration and distribution fee may be
reduced or waived, see the "Reduction or Waiver of Account Maintenance Fee,
Surrender, Mortality and Expense Risk Fee or Administration and Distribution Fee
Charges" section of this prospectus.
 
FUND ANNUAL EXPENSE CHARGES
 
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.
 
                                                                              23
<PAGE>   89
 
- --------------------------------------------------------------------------------
 
REDUCTION OR WAIVER OF ACCOUNT
MAINTENANCE FEE, SURRENDER,
MORTALITY AND EXPENSE RISK FEE OR ADMINISTRATION AND DISTRIBUTION FEE CHARGES
 
We may, as described below, determine that the account maintenance fee,
surrender charges, mortality and expense risk fee or administration and
distribution fee 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:
 
  -  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.
 
  - Other factors of which we are not presently aware which could reduce
    administrative costs.
 
  We review the following additional factors to determine whether we can reduce
  or waive account maintenance fees:
 
  - 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.
 
We review to following additional factors to determine whether we can reduce or
waive surrender charges:
 
  - 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 use of mass enrollment or related administrative tasks performed by your
    employer for your retirement program.
 
  We review the following additional factors to determine whether we can reduce
  or waive the mortality and expense fee or administration and distribution fee:
 
  - The frequency of Purchase Payments for your retirement program.
 
  - The size of your retirement program.
 
  - The amount of your retirement program's periodic purchase payment.
 
  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. In addition, the Company currently reimburses certain Divisions a
  portion of the Company's administration and distribution fee. Such
  reimbursement arrangements are voluntary. See the Fee Table in this prospectus
  for an identification of those Funds for which a reimbursement applies.
    
 
 24
<PAGE>   90
 
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>   91
 
- --------------------------------------------------------------------------------
 
    - 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. 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.
 
For more information about
PAYOUT OPTIONS OR
ENHANCEMENTS
of those Payout Options
available under the Contract,
see the "Statement of
Additional Information".
 
 26
<PAGE>   92
 
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>
<S>                    <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
Generally, Internal Revenue Code Section 403(b)(11) permits total or partial
distributions from a 403(b) contract only on account of hardship (employee
contributions only without accrued interest), attainment of age 59 1/2,
separation from service, death or disability.
 
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>
<S>                    <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
 
                                                                              27
<PAGE>   93
 
- --------------------------------------------------------------------------------
 
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.
 
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 and in the Statement of Additional
Information.
 
 28
<PAGE>   94
 
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 purchased through your employer-sponsored retirement
plan and 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 2 and other contracts in
    the Portfolio Director series of annuities 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 AND PORTFOLIO DIRECTOR 2
 
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
 
                                                                              29
<PAGE>   95
 
- --------------------------------------------------------------------------------
 
Portfolio Director 2 will have the same Account Value (called Accumulation Value
in the other contracts) as the other contracts.
 
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. You may also exchange from Portfolio Director 2 to
Portfolio Director. Additionally, you may also make exchanges among the series
of Portfolio Director 2. Once you have made any of the exchanges described in
this paragraph 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 restrictions 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 the level of fees and 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.
 
Please refer to the prospectus and Statement of Additional Information for
Portfolio Director and the different series of Portfolio Director 2 for
information about the specific features and charges of such products.
 
Features of Portfolio Director 2
 
In deciding whether you want to exercise these exchange privileges, you should
consider the following factors 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.
 
  - Different series of Portfolio Director 2 may charge fees higher or lower
    than other series of Portfolio Director 2.
 
  - 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
 
 30
<PAGE>   96
 
- --------------------------------------------------------------------------------
 
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 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.
 
                                                                              31
<PAGE>   97
 
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.
 
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.
 
 32
<PAGE>   98
 
- --------------------------------------------------------------------------------
 
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.
   
    
 
                                                                              33
<PAGE>   99
 
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.
 
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.
 
 34
<PAGE>   100
 
- --------------------------------------------------------------------------------
 
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 values 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.
 
AGSPC MONEY MARKET DIVISION
 
We may advertise the AGSPC Money Market Division's Current Yield and Effective
Yield.
 
   
The Current Yield refers to the income produced by an investment in the AGSPC
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 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.
    
 
DIVISIONS OTHER THAN THE AGSPC MONEY MARKET DIVISION
 
We may advertise the standardized yield performance for each Division other than
the AGSPC 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 information presented in the following tables reflects the
performance of the underlying Fund after deduction of a mortality and expense
risk fee and administration and distribution fee at an aggregate annualized rate
of 0.80% to 1.05% during the Purchase Period on the daily net asset value of
VALIC Separate Account A. The exact rate depends upon the Variable Account
Option selected.
 
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.
 
                                                                              35
<PAGE>   101
 
   
                                                                         TABLE I
    
   
                          AVERAGE ANNUAL TOTAL RETURN
    
   
           WITH SURRENDER CHARGE AND ACCOUNT MAINTENANCE FEE IMPOSED
    
   
             (FROM UNDERLYING FUND INCEPTION TO DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                         INCEPTION      SINCE
                  FUND AND DIVISION*                       DATE       INCEPTION    10 YEARS    5 YEARS     3 YEARS      1 YEAR
                  ------------------                     ---------    ---------    --------    -------     -------      ------
<S>                                                      <C>          <C>          <C>         <C>         <C>         <C>
AGSPC Growth Fund (Division 15)........................  04/29/94         21.28%         --          --       26.60%      14.95%
AGSPC International Government Bond Fund (Division
  13)..................................................  10/01/91          6.68          --        5.31%       3.20      (9.91)
AGSPC Money Market Fund (Division 6)...................  01/16/86            --        4.49%       2.61        2.76      (0.43)
AGSPC Science & Technology Fund (Division 17)..........  04/29/94         24.56          --          --       21.36      (2.88)
AGSPC Social Awareness Fund (Division 12)..............  10/02/89         14.26          --       18.06       29.96       27.69
AGSPC Stock Index Fund (Division 10)...................  04/20/87            --       16.01       18.34       28.74       26.94
American Century-Twentieth Century Ultra (Division
  31)..................................................  11/02/81            --       20.75       16.06       22.12       16.90
Founders Growth (Division 30)..........................  01/05/62            --       17.15       19.55       26.83       20.41
Neuberger&Berman Guardian Trust (Division 29)(1).......  06/01/50            --       16.44       14.52       20.12       11.80
Putnam Global Growth (Division 28).....................  09/01/67            --       10.23       13.06       12.58        7.35
Putnam New Opportunities (Division 26).................  08/31/90         27.50%         --       20.65       23.52       16.46
Putnam OTC & Emerging Growth (Division 27).............  11/01/82            --       16.90       17.84       19.35        4.31
Scudder Growth and Income (Division 21)(2).............  11/13/84            --       15.70       18.05       25.36       23.96
Templeton Foreign (Division 32)........................  10/05/82            --       12.39       12.31        9.46        0.94
Vanguard Fixed Income Securities Fund-
  Long-Term Corporate Portfolio (Division 22)**........  07/09/73            --        9.57        7.45       10.46        7.52
Vanguard Fixed Income Securities Fund-
  Long-Term U.S. Treasury Portfolio (Division 23)**....  05/19/86            --        9.25        7.60       10.67        7.59
Vanguard/Wellington (Division 25)......................  07/01/29            --       13.39       14.65       21.38       16.81
Vanguard/Windsor II (Division 24)......................  06/24/85            --       16.82       18.84       29.15       25.86
</TABLE>
    
 
- ---------------
 
   
 *  The Table reflects the historical performance of each Fund based on
    investment in a hypothetical Contract from the date of the Fund's inception.
    The actual performance of each Fund has been reduced by Separate Account
    fees that would have been incurred under the Contract. The Contracts offered
    by this prospectus became available for purchase on January 1, 1998.
    
 
   
 ** The performance figures for the Vanguard Fixed Income Securities
    Fund -- Long-Term Corporate Portfolio (Division 22) and the Vanguard Fixed
    Income Securities Fund -- Long-Term U.S. Treasury Portfolio (Division 23) in
    the Table do not take into account the Separate Account Reimbursement made
    by the Company directly to those Divisions. If such reimbursements were
    included, the performance figures for the Divisions would be higher.
    
 
(1) Neuberger&Berman Guardian Trust ("Trust") started operating on August 3,
    1993. It has identical investment objectives and policies and invests in the
    same portfolio as Neuberger&Berman Guardian Fund ("Fund"), which is also
    managed by Neuberger&Berman Management Incorporated ("N&B Management"). The
    performance information for the Trust before August 3, 1993 is for the Fund.
    N&B Management voluntarily bears certain operating 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 per annum. This arrangement can be terminated on sixty days' prior
    written notice. Absent such arrangement, the average annual total returns of
    the Trust would have been less. The total returns for periods prior to the
    Trust's commencement of operations would have been lower had they reflected
    the higher expense ratios of the Trust as compared to those of the Fund.
 
(2) The Fund adopted its current name and objective on November 13, 1984. Its
    predecessor commenced operations on May 31, 1929.
 
 36
<PAGE>   102
 
   
                                                                        TABLE II
    
 
   
                          AVERAGE ANNUAL TOTAL RETURN
    
   
          WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED
    
   
             (FROM UNDERLYING FUND INCEPTION TO DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                             INCEPTION     SINCE
                    FUND AND DIVISION*                         DATE      INCEPTION   10 YEARS   5 YEARS   3 YEARS   1 YEAR
                    ------------------                       ---------   ---------   --------   -------   -------   ------
<S>                                                          <C>         <C>         <C>        <C>       <C>       <C>
AGSPC Growth Fund (Division 15)............................  04/29/94      22.21%        --         --     27.75%   20.04%
AGSPC International Government Bond Fund
  (Division 13)............................................  10/01/91       6.80         --       6.23%     4.84    (5.60)
AGSPC Money Market Fund (Division 6).......................  01/16/86         --       4.62%      3.61      4.41     4.34
AGSPC Science & Technology Fund (Division 17)..............  04/29/94      25.44         --         --     22.60     1.77
AGSPC Social Awareness Fund (Division 12)..................  10/02/89      14.39         --      18.70     31.06    32.78
AGSPC Stock Index Fund (Division 10).......................  04/20/87         --      16.16      18.98     29.86    32.03
American Century -- Twentieth Century Ultra (Division
  31)......................................................  11/02/81         --      20.85      16.71     23.33    21.98
Founders Growth (Division 30)..............................  01/05/62         --      17.25      20.14     27.96    25.50
Neuberger&Berman Guardian Trust (Division 29)(1)...........  06/01/50         --      16.54      15.19     21.36    16.89
Putnam Global Growth (Division 28).........................  09/01/67         --      10.32      13.76     13.97    12.43
Putnam New Opportunities (Division 26).....................  08/31/90      27.60%        --      21.21     24.70    21.54
Putnam OTC & Emerging Growth (Division 27).................  11/01/82         --      17.00      18.45     20.60     9.30
Scudder Growth and Income (Division 21)(2).................  11/13/84         --      15.79      18.65     26.51    29.05
Templeton Foreign (Division 32)............................  10/05/82         --      12.48      13.02     10.92     5.78
Vanguard Fixed Income Securities Fund --
  Long-Term Corporate Portfolio (Division 22)**............  07/09/73         --       9.66       8.26     11.88    12.54
Vanguard Fixed Income Securities Fund --
  Long-Term U.S. Treasury Portfolio (Division 23)**........  05/19/86         --       9.34       8.42     12.10    12.67
Vanguard/Wellington (Division 25)..........................  07/01/29         --      13.49      15.31     22.60    21.89
Vanguard/Windsor II (Division 24)..........................  06/24/85         --      16.91      19.43     30.25    30.96
</TABLE>
    
 
- ---------------
 
   
*  The Table reflects the historical performance of each Fund based on
   investment in a hypothetical Contract from the date of the Fund's inception.
   The actual performance of each Fund has been reduced by Separate Account fees
   that would have been incurred under the Contract. The Contracts offered by
   this prospectus became available for purchase on January 1, 1998.
    
 
   
** The performance figures for the Vanguard Fixed Income Securities
   Fund -- Long-Term Corporate Portfolio (Division 22) and the Vanguard Fixed
   Income Securities Fund -- Long-Term U.S. Treasury Portfolio (Division 23) in
   the Table do not take into account the Separate Account Reimbursement made by
   the Company directly to those Divisions. If such reimbursements were
   included, the performance figures for the Divisions would be higher.
    
 
   
                                                                       TABLE III
    
   
                               CUMULATIVE RETURN
    
   
          WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED
    
   
             (FROM UNDERLYING FUND INCEPTION TO DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                              INCEPTION     SINCE
                     FUND AND DIVISION*                         DATE      INCEPTION    10 YEARS   5 YEARS   3 YEARS   1 YEAR
                     ------------------                       ---------   ----------   --------   -------   -------   ------
<S>                                                           <C>         <C>          <C>        <C>       <C>       <C>
AGSPC Growth Fund (Division 15).............................  04/29/94      109.16%         --        --    108.49%    20.04%
AGSPC International Government Bond Fund (Division 13)......  10/01/91       50.93          --     35.29%    15.23    (5.60)
AGSPC Money Market Fund (Division 6)........................  01/16/86          --       57.02%    19.40     13.83      4.34
AGSPC Science & Technology Fund (Division 17)...............  04/29/94      130.23          --        --     84.28      1.77
AGSPC Social Awareness Fund (Division 12)...................  10/02/89      203.45          --    135.63    125.12     32.78
AGSPC Stock Index Fund (Division 10)........................  04/20/87          --      347.12    138.45    118.99     32.03
American Century -- Twentieth Century Ultra (Division 31)...  11/02/81          --      564.51    116.50     87.58     21.98
Founders Growth (Division 30)...............................  01/05/62          --      390.90    150.26    109.52     25.50
Neuberger&Berman Guardian Trust (Division 29)(1)............  06/01/50          --      361.98    102.76     78.73     16.89
Putnam Global Growth (Division 28)..........................  09/01/67          --      167.04     90.49     48.04     12.43
Putnam New Opportunities (Division 26)......................  08/31/90      498.79%         --    161.66     93.90     21.54
Putnam OTC & Emerging Growth (Division 27)..................  11/07/82          --      380.55    133.13     75.42      9.30
Scudder Growth and Income (Division 21)(2)..................  11/13/84          --      333.35    135.19    102.48     29.05
Templeton Foreign (Division 32).............................  10/05/82          --      224.22     84.42     36.46      5.78
Vanguard Fixed Income Securities Fund --
  Long-Term Corporate Portfolio (Division 22)**.............  07/09/73          --      151.45     48.73     40.04     12.54
Vanguard Fixed Income Securities Fund --
  Long-Term U.S. Treasury Portfolio (Division 23)**.........  05/19/86          --      144.25     49.81     40.88     12.67
Vanguard/Wellington (Division 25)...........................  07/01/29          --      254.38    103.88     84.27     21.89
Vanguard/Windsor II (Division 24)...........................  06/24/85          --      377.09    142.98    120.96     30.96
</TABLE>
    
 
- ---------------
 
   
*  The Table reflects the historical performance of each Fund based on
   investment in a hypothetical Contract from the date of the Fund's inception.
   The actual performance of each Fund has been reduced by Separate Account fees
   that would have been incurred under the Contract. The Contracts offered by
   this prospectus became available for purchase on January 1, 1998.
    
 
   
** The performance figures for the Vanguard Fixed Income Securities
   Fund -- Long-Term Corporate Portfolio (Division 22) and the Vanguard Fixed
   Income Securities Fund -- Long-Term U.S. Treasury Portfolio (Division 23) in
   the Table do not take into account the Separate Account Reimbursement made by
   the Company directly to those Divisions. If such reimbursements were
   included, the performance figures for the Divisions would be higher.
    
 
                                                                              37
<PAGE>   103
 
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.
 
 38
<PAGE>   104
 
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.
 
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.
 
                                                                              39
<PAGE>   105
 
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 408(b) 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 deferred compensation plans of governmental and tax-exempt
    employers;
    
 
  - Section 408(k) simplified deferred
     compensation plans of private
     employers.
 
   
  - Section 408(p) SIMPLE Retirement
    
   
     Accounts
    
 
The foregoing Contracts are "Qualified Contracts." Certain series of Portfolio
Director 2 may also be available through a nondeductible Section 408A "Roth"
individual retirement annuity.
 
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 portion of a
distribution which is not considered a return of 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))
 
 40
<PAGE>   106
 
- --------------------------------------------------------------------------------
 
which specifically exempts these Qualified Contracts, and the IRS has no viable
legal basis or reason to apply the theory 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 risk fee and administration and distribution
fee charges (0.80% - 1.05% during the purchase period and 1%-1.25% during the
payout period) and may also incur account maintenance 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 after-tax 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
 
                                                                              41
<PAGE>   107
 
- --------------------------------------------------------------------------------
 
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 reduces the actual amount saved in the conventional
savings account to $1,800, while the full $2,500 is contributed to 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.
    
 
 42
<PAGE>   108
 
   
YEAR 2000
    
- --------------------------------------------------------------------------------
 
   
YEAR 2000 RISKS
    
 
   
Like other insurance companies, financial and business organizations around the
world, each of the Variable Account Options and the underlying mutual funds
could be adversely affected if the computer systems used by the Company, other
service providers and entities with computer systems that are linked to the
Company's records do not properly process and calculate date-related information
and data from and after January 1, 2000. This is commonly known as the "Year
2000 Issue." The Company is taking steps that it believes are reasonably
designed to address the Year 2000 Issue with respect to the computer systems
that its uses and to obtain satisfactory assurances that comparable steps are
being taken by each of the Variable Account Options' other major service
providers. The Company expects to be substantially complete with its computer
systems projects to address year 2000 issues by the end of 1998. However, there
can be no assurance that these steps will be sufficient to avoid any adverse
impact on the Variable Account Options.
    
 
                                                                              43
<PAGE>   109
 
                      (This page intentionally left blank)
 

<PAGE>   110
 
                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>
 
                                                                              
<PAGE>   111
  
                      (This page intentionally left blank)
<PAGE>   112
 
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)
 
- --------------------------------------------------------------------------------
 
   Name:                                                           G.A. #
   Address:                                                        Policy #
   Social Security Number:
- --------------------------------------------------------------------------------
 
                                                                              
<PAGE>   113
  
                      (This page intentionally left blank)
<PAGE>   114
 
                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...........    9
    Tax Consequences of Distributions...............   10
    Special Tax Consequences -- Early
      Distribution..................................   11
    Special Tax Consequences -- Required
      Distributions.................................   12
    Tax Free Rollovers, Transfers and Exchanges.....   13
Exchange Privilege..................................   14
    Exchanges From Portfolio Director, Exchanges
      From Portfolio Director 2.....................   14
    Exchanges From Independence Plus Contracts......   14
    Exchanges From V-Plan Contracts.................   16
    Exchanges From SA-1 and SA-2 Contracts..........   17
    Exchanges From Impact Contracts.................   18
    Exchanges From Compounder Contracts.............   19
    Information Which May Be Applicable To Any
      Exchange......................................   20
Calculation of Surrender Charge.....................   21
    Illustration of Surrender Charge on Total
      Surrender.....................................   21
    Illustration of Surrender Charge on a 10%
      Partial Surrender Followed by a Full
      Surrender.....................................   21
Purchase Unit Value.................................   22
    Illustration of Calculation of Purchase Unit
      Value.........................................   22
    Illustration of Purchase of Purchase Units......   22
Performance Calculations............................   22
    AGSPC Money Market Division Yields..............   22
    Calculation of Current Yield for AGSPC Money
      Market Division Six...........................   22
    Illustration of Calculation of Current Yield for
      AGSPC Money Market Division Six...............   22
    Calculation of Effective Yield for AGSPC Money
      Market Division Six...........................   23
    Illustration of Calculation of Effective Yield
      for AGSPC Money Market Division Six...........   23
Standardized Yield for Bond Fund Divisions..........   23
    Calculation of Standardized Yield for Bond Fund
      Divisions.....................................   23
    Illustration of Calculation of Standardized
      Yield for Bond Fund Divisions.................   23
    Calculation of Average Annual Total Return......   24
Performance Information.............................   25
    Hypothetical $10,000 Account Value and
      Cumulative Return as Compared to Benchmark
      Tables........................................   25
    Performance Compared to Market Indices..........   25
    AGSPC Growth Division Fifteen Performance
      Compared to S&P 500 Index.....................   28
    AGSPC International Government Bond Division
      Thirteen Performance Compared to Salomon
      Brothers Non-U.S. Dollar World Government Bond
      Index.........................................   28
</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.........................................   29
    AGSPC Science & Technology Division Seventeen
      Performance Compared to S&P 500 Index.........   29
    AGSPC Social Awareness Division Twelve
      Performance Compared to S&P 500 Index.........   30
    AGSPC Stock Index Division Ten Performance
      Compared to S&P 500 Index.....................   30
    American Century -- Twentieth Century Ultra
      Division Thirty-one Compared to S&P 500 Index
      and NASDAQ Composite Index....................   31
    Founders Growth Division Thirty Compared to S&P
      500 Index.....................................   31
    Neuberger&Berman Guardian Trust Division
      Twenty-nine Compared to S&P 500 Index.........   32
    Putnam Global Growth Division Twenty-eight
      Compared to MCSI World Index and S&P 500
      Index.........................................   32
    Putnam New Opportunities Division Twenty-six
      Compared to S&P 500 Index.....................   33
    Putnam OTC & Emerging Growth Division Twenty-
      seven Compared to Russell 2000 Index and S&P
      500 Index.....................................   34
    Scudder Growth and Income Division Twenty-one
      Compared to S&P 500 Index.....................   34
    Templeton Foreign Division Thirty-two Compared
      to EAFE Index.................................   35
    Vanguard Fixed Income Securities
      Fund -- Long-Term Corporate Portfolio Division
      Twenty-two Compared to Merrill Lynch Corporate
      Master Index..................................   35
    Vanguard Fixed Income Securities
      Fund -- Long-Term U.S. Treasury Portfolio
      Division Twenty-three Compared to Lehman
      Brothers U.S. Treasury Long-Term Index........   36
    Vanguard/Wellington Division Twenty-five
      Compared to S&P 500 Index and Merrill Lynch
      Corporate Master Index........................   36
    Vanguard/Windsor II Division Twenty-four
      Compared to S&P 500 Index.....................   37
Payout Payments.....................................   38
    Assumed Investment Rate.........................   38
    Amount of Payout Payments.......................   38
    Payout Unit Value...............................   38
    Illustration of Calculation of Payout Unit
      Value.........................................   39
    Illustration of Payout Payments.................   39
Distribution of Variable Annuity Contracts..........   40
Experts.............................................   40
Comments on Financial Statements....................   41
</TABLE>
    
 
                                                                              
<PAGE>   115
  
                      (This page intentionally left blank)
<PAGE>   116
 
================================================================================
 
                 FOR ADDITIONAL INFORMATION ABOUT THE CONTRACTS
                     CONTACT YOUR NEAREST REGIONAL OFFICE:
 
3535 Grandview Parkway
Suite 200
Birmingham, AL 35243
(205) 967-8955
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
(650) 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 1900
Chicago, IL 60606
(312) 368-1001
11711 N. Meridian St.
Suite 300
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
(248) 641-0022
8500 Normandale Lake Blvd.
Suite 750
Bloomington, MN 55437
(612) 893-1099
4266 Interstate 55N
Suite 108
Jackson, MS 39211
(601) 981-5801
410 Amherst Street
Suite 250
Nashua, NH 03063
(603) 883-3840
90 Woodbridge Ctr. Dr.
Suite 300
Woodbridge, NJ 07095
(732) 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
Two International Plaza
Suite 601
Nashville, TN 37217
(615) 254-4822
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-six branch offices located throughout the
                                    country.
    
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
                    2929 ALLEN PARKWAY, HOUSTON, TEXAS 77019
                                 1-800-44-VALIC
      FOR UNIT VALUE INFORMATION CALL: 1-800-42-VALIC & TDD 1-800-24-VALIC
             FOR ASSET TRANSFERS BY TELEPHONE CALL: 1-800-621-7792
                               TDD 1-800-35-VALIC
                           EASYACCESS 1-800-42-VALIC
                         TDD EASYACCESS 1-800-24-VALIC
 
================================================================================
<PAGE>   117
 
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
UNITS OF INTEREST UNDER GROUP AND INDIVIDUAL
VARIABLE ANNUITY CONTRACTS
PORTFOLIO DIRECTOR 2
SEPARATE ACCOUNT A
   
FOR SERIES 2.1.40 TO 2.12.40                                         May 1, 1998
    
 
PROSPECTUS
 
Certain series of Portfolio Director 2 consist of group and individual variable
annuity contracts that are offered by The Variable Annuity Life Insurance
Company ("VALIC") to Participants in certain employer sponsored retirement
plans. Portfolio Director 2 Series 2.1.40 to 2.12.40 consists of group variable
annuity contracts that are offered by Valic to Participants in certain employer
sponsored retirement plans. 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     Founders Funds, Inc.:                    Templeton Funds, Inc.:
 Company (AGSPC):                     Founders Growth Fund                     Templeton Foreign Fund --
  Growth Fund                         Neuberger&Berman Management Inc.:        Class 1
  International Government Bond Fund  Neuberger&Berman Guardian Trust
  Money Market Fund                                                            The Vanguard Group, Inc.:
  Science & Technology Fund           Putnam Investments:                      Vanguard Fixed Income
  Social Awareness Fund               Putnam Global Growth Fund                    Securities Fund --
  Stock Index Fund                    Putnam New Opportunities Fund                Long-Term Corporate
                                      Putnam OTC & Emerging Growth                 Portfolio
American Century Investment           Fund                                     Vanguard Fixed Income
  Management, Inc.:                                                                Securities Fund --
  American Century -- Twentieth       Scudder Kemper Investments, Inc.:            Long-Term U.S.
    Century Ultra Fund                Scudder Growth and Income Fund               Treasury Portfolio
                                                                               Vanguard/Wellington 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, 1998, 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>   118
 
                               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....................     8
ABOUT VALIC...................................     8
ABOUT VALIC SEPARATE ACCOUNT A................     8
UNITS OF INTERESTS............................     8
VARIABLE ACCOUNT OPTIONS......................     9
     Summary of Funds.........................     9
PURCHASE PERIOD...............................    18
     Purchase Payments........................    18
     Purchase Units...........................    18
     Calculation of Purchase Unit Value.......    18
     Choosing Investment Options..............    19
          Fixed Account Options...............    19
          Variable Account Options............    19
     Stopping Purchase Payments...............    19
TRANSFERS BETWEEN INVESTMENT OPTIONS..........    20
     During the Purchase Period...............    20
     During the Payout Period.................    20
     Communicating Transfer or Reallocation
       Instructions...........................    20
     Effective Date of Transfer...............    20
FEES AND CHARGES..............................    21
     Account Maintenance Fee..................    21
     Surrender Charge.........................    21
          Amount of Surrender Charge..........    21
          10% Free Withdrawal.................    21
          Exceptions to Surrender
            Charge............................    21
     Premium Tax Charge.......................    22
     Separate Account Charges.................    22
     Fund Annual Expense Charge...............    22
     Other Tax Charges........................    22
     Reduction or Waiver of Account
       Maintenance Fee, Surrender, Mortality
       and Expense Risk Fee or Administration
       and Distribution Fee Charges...........    23
     Separate Account Expense
       Reimbursement..........................    23
 
PAYOUT PERIOD.................................    24
     Fixed Payout.............................    24
     Variable Payout..........................    24
     Combination Fixed and Variable Payout....    24
     Payout Date..............................    24
     Payout Options...........................    24
     Enhancements to Payout Options...........    25
     Payout Information.......................    25
 
SURRENDER OF ACCOUNT VALUE....................    26
     When Surrenders are Allowed..............    26
     Amount That May Be Surrendered...........    26
     Surrender Restrictions...................    26
     Partial Surrenders.......................    26
     Systematic Withdrawals...................    26
     Distributions Required By Federal Tax
       Law....................................    27
 
EXCHANGE PRIVILEGE............................    28
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                PAGE
                                                ----
<S>                                             <C>
     Restrictions on Exchange Privilege.......    28
     Taxes and Conversion Costs...............    28
     Surrender Charge.........................    28
     Exchange Offers for Contracts Other Than
       Portfolio Director and Portfolio
       Director 2.............................    28
     Exchange Offer for Portfolio Director and
       Portfolio Director 2...................    29
     Comparison of Contracts..................    29
     Features of Portfolio Director 2.........    29
     Agents' and Managers' Retirement Plan
       Exchange Offer.........................    29
 
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
       Total Return Performance Information...    33
       Standard Average Annual Total Return...    33
       Nonstandard Average Annual Total
       Return.................................    33
       Cumulative Total Return................    33
       Annual Change in Purchase Unit Value...    33
       Cumulative Change in Purchase Unit
          Value...............................    34
       Total Return Based on Different
          Investment Amounts..................    34
       An Assumed Account Value of $10,000..      34
     Yield Performance Information............    34
       AGSPC Money Market Division............    34
       Divisions Other Than The AGSPC Money
          Market Division.....................    34
     Performance Information: Average Annual
       Total Return, Cumulative Return and
       Annual and Cumulative Change in
       Purchase Unit Value Tables.............    34
 
OTHER CONTRACT FEATURES.......................    41
     Changes That May Not Be Made.............    41
     Change of Beneficiary....................    41
     Contingent Owner.........................    41
     Cancellation -- The 20 Day "Free Look"...    41
     We Reserve Certain Rights................    41
     Relationship to Employer's Plan..........    41
 
VOTING RIGHTS.................................    42
     Who May Give Voting Instructions.........    42
     Determination of Fund Shares Attributable
       to Your Account........................    42
       During Purchase Period.................    42
       During Payout Period or after a Death
          Benefit Has Been Paid...............    42
     How Fund Shares Are Voted................    42
 
FEDERAL TAX MATTERS...........................    43
     Type of Plans............................    43
     Tax Consequences in General..............    43
     Effect of Tax-Deferred Accumulations.....    44
 
YEAR 2000.....................................    46
     Year 2000 Risks..........................    46
</TABLE>
    
 
                                      (i)
<PAGE>   119
 
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:
 
   
<TABLE>
<CAPTION>
DEFINED TERMS                    PAGE NO.
- -------------                    --------
<S>                              <C>
Account Value                       21
Annuitant                           32
Assumed Investment Rate             25
Beneficiary                         32
Contract Owner                      32
Division                            34
Fixed Account Options               32
Home Office                         21
Mutual Fund or Fund                 08
Participant                         01
Participant Year                    22
Payout Period                       21
Payout Unit                         25
Purchase Payments                 19, 34
Purchase Period                     21
Purchase Unit                       20
VALIC Separate Account A            39
Variable Account Options          09, 32
</TABLE>
    
 
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>   120
 
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              Growth through investments tracking                         VALIC
EQUITY              Index                    the S&P 500(R) Index
FUND                Fund
- -------------------------------------------------------------------------------------------------------------------------------
ACTIVELY            AGSPC Growth             Growth through investments                                  VALIC
MANAGED             Fund                     in service sector companies
                    -----------------------------------------------------------------------------------------------------------
EQUITY              American Century --      Capital growth through                                      American Century
FUNDS               Twentieth Century        investments in common
                    Ultra Fund               stock
                    -----------------------------------------------------------------------------------------------------------
                    Founders                 Long-term growth of capital through                         Founders
                    Growth                   investment in common stocks of well
                    Fund                     established, high-quality growth companies
                    -----------------------------------------------------------------------------------------------------------
                    Neuberger&Berman         Capital appreciation, and secondarily                       Neuberger&Berman
                    Guardian Trust           current income by investing primarily                       Management Inc.
                                             in common stocks of 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                Long-term capital growth through investments                Templeton
                    Foreign Fund -- Class 1  in equity and debt securities of companies
                                             and governments outside the U.S.
                    -----------------------------------------------------------------------------------------------------------
                    Vanguard/                Growth and income through                                   Vanguard
                    Windsor II               investment in common stock
- -------------------------------------------------------------------------------------------------------------------------------
BALANCED            Vanguard/                Income and growth through 30 to 40%                         Vanguard
FUND                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 high 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              Income through investments in                               VALIC
MARKET              Market                   short-term money market
FUND                Fund                     securities
- -------------------------------------------------------------------------------------------------------------------------------
 
<CAPTION>
<S>                  <C>
- ------------------------------------------------------------
FIXED                --
OPTIONS
                    ------------------------------------------------------------
                     --
- -----------------------------------------------------------------------------------------------------------------------
                     SUBADVISER
- -------------------------------------------------------------------------------------------------------------------------------
INDEX                Bankers Trust
EQUITY
FUND
- -------------------------------------------------------------------------------------------------------------------------------
ACTIVELY             T. Rowe Price
MANAGED
                    -----------------------------------------------------------------------------------------------------------
EQUITY               N/A
FUNDS
                    -----------------------------------------------------------------------------------------------------------
                     N/A
                    -----------------------------------------------------------------------------------------------------------
                     Neuberger&
                     Berman, LLC
                    -----------------------------------------------------------------------------------------------------------
                     N/A
                    -----------------------------------------------------------------------------------------------------------
                     N/A
                    -----------------------------------------------------------------------------------------------------------
                     N/A
                    -----------------------------------------------------------------------------------------------------------
                     N/A
                    -----------------------------------------------------------------------------------------------------------
                     N/A
                    -----------------------------------------------------------------------------------------------------------
                     N/A
- -------------------------------------------------------------------------------------------------------------------------------
BALANCED             N/A
FUND
- -------------------------------------------------------------------------------------------------------------------------------
INCOME               N/A
FUNDS
                    -----------------------------------------------------------------------------------------------------------
                     N/A
                    -----------------------------------------------------------------------------------------------------------
                     N/A
- -------------------------------------------------------------------------------------------------------------------------------
SPECIALTY            T. Rowe Price
FUNDS
                    -----------------------------------------------------------------------------------------------------------
                     N/A
- -------------------------------------------------------------------------------------------------------------------------------
MONEY                N/A
MARKET
FUND
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    
 
 2
<PAGE>   121
 
- --------------------------------------------------------------------------------
 
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. Reductions in the account maintenance fee may be available if certain
conditions are met.
 
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 Charge." 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 generally include a tax penalty on
withdrawals made prior to age 59 1/2.
 
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.
 
SEPARATE ACCOUNT CHARGES
Depending on the Variable Account Option you choose you may incur a mortality
and expense risk fee and an administration and distribution fee computed at an
aggregate annualized rate of 0.60% to 0.85% during the purchase period and 1.00%
to 1.25% during the payout period on the average daily net asset value of VALIC
Separate Account A. Reductions in the mortality and expense risk fee and
administration and distribution fee may be available for plan types meeting
certain criteria.
 
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. In addition to the
management fees, each Fund incurs other operating expenses which may vary.
    
 
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. In addition, the Company currently reimburses certain Divisions a
portion of the Company's administration and distribution fee for providing
Variable Account Options. Such reimbursement arrangements are voluntary. 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.
 
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>   122
 
FEE TABLE
- --------------------------------------------------------------------------------
 
CONTRACT OWNER/PARTICIPANT EXPENSES(1)
 
<TABLE>
<S>                                                           <C>
  Account Maintenance Fee ($3.75 per quarter, annualized)(2)     $  15
  Maximum Surrender Charge(2)                                     5.00%
</TABLE>
 
SEPARATE ACCOUNT EXPENSES
(as a percentage of Separate Account net assets):
 
   
<TABLE>
<CAPTION>
                                     MORTALITY     ADMINISTRATION     SEPARATE
                                        AND             AND            ACCOUNT
                                    EXPENSE RISK    DISTRIBUTION       EXPENSE      TOTAL SEPARATE
               FUND                    FEE(3)          FEE(3)       REIMBURSEMENT    ACCOUNT FEE
               ----                 ------------   --------------   -------------   --------------
<S>                                 <C>            <C>              <C>             <C>
AGSPC Growth                            0.25%           0.35%              --            0.60%
AGSPC International Government
  Bond                                  0.25            0.35               --            0.60
AGSPC Money Market                      0.25            0.35               --            0.60
AGSPC Science & Technology              0.25            0.35               --            0.60
AGSPC Social Awareness                  0.25            0.35               --            0.60
AGSPC Stock Index                       0.25            0.35               --            0.60
American Century -- Twentieth
  Century Ultra(4)                      0.25            0.60            (0.21%)          0.64
Founders Growth(4)                      0.25            0.60            (0.25)           0.60
Neuberger&Berman Guardian Trust(4)      0.25            0.60            (0.25)           0.60
Putnam Global Growth(4)                 0.25            0.60            (0.25)           0.60
Putnam New Opportunities(4)             0.25            0.60            (0.25)           0.60
Putnam OTC & Emerging Growth(4)         0.25            0.60            (0.25)           0.60
Scudder Growth and Income(4)            0.25            0.60            (0.25)           0.60
Templeton Foreign(4)                    0.25            0.60            (0.25)           0.60
Vanguard Fixed Income Securities
  Fund -- Long-Term Corporate
  Portfolio(5)                          0.25            0.60            (0.25)           0.60
Vanguard Fixed Income Securities
  Fund -- Long-Term U.S. Treasury
  Portfolio(5)                          0.25            0.60            (0.25)           0.60
Vanguard/Wellington                     0.25            0.60               --            0.85
Vanguard/Windsor II                     0.25            0.60               --            0.85
</TABLE>
    
 
FUND ANNUAL EXPENSES
(as a percentage of Fund net assets):
 
   
<TABLE>
<CAPTION>
                                           MANAGEMENT   12B-1      OTHER      TOTAL FUND
                  FUND                        FEES      FEES    EXPENSES(6)    EXPENSES
                  ----                     ----------   -----   -----------   ----------
<S>                                        <C>          <C>     <C>           <C>
AGSPC Growth                                  0.80%       --       0.06%         0.86%
AGSPC International Government Bond           0.50        --       0.06          0.56
AGSPC Money Market                            0.50        --       0.07          0.57
AGSPC Science & Technology                    0.90        --       0.06          0.96
AGSPC Social Awareness                        0.50        --       0.06          0.56
AGSPC Stock Index                             0.27        --       0.07          0.34
American Century -- Twentieth Century
  Ultra                                       1.00        --       0.00          1.00
Founders Growth                               0.67      0.25%(4)    0.18         1.10
Neuberger&Berman Guardian Trust(7)            0.84        --       0.04          0.88
Putnam Global Growth                          0.64      0.25(4)    0.35          1.24
Putnam New Opportunities                      0.50      0.25(4)    0.31          1.06
Putnam OTC & Emerging Growth                  0.56      0.25(4)    0.35          1.16
Scudder Growth and Income                     0.46        --       0.30          0.76
Templeton Foreign                             0.61      0.25(4)    0.22          1.08
Vanguard Fixed Income Securities Fund --
  Long-Term Corporate Portfolio               0.03        --       0.29          0.32
Vanguard Fixed Income Securities Fund --
  Long-Term U.S. Treasury Portfolio           0.01        --       0.26          0.27
Vanguard/Wellington                           0.04        --       0.25          0.29
Vanguard/Windsor II                           0.15        --       0.22          0.37
</TABLE>
    
 
                            See footnotes on page 6.
 
 4
<PAGE>   123
 
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                          $15       $46      $ 80       $175
AGSPC International Government Bond Division 13    12        37        64        141
AGSPC Money Market Division 6                      12        37        64        143
AGSPC Science & Technology Division 17             16        49        85        186
AGSPC Social Awareness Division 12                 12        37        64        141
AGSPC Stock Index Division 10                      10        30        52        116
American Century -- Twentieth Century Ultra
  Division 31                                      17        52        89        195
Founders Growth Division 30                        17        54        92        201
Neuberger&Berman Guardian Trust
  Division 29                                      15        47        81        177
Putnam Global Growth Division 28                   19        58       100        216
Putnam New Opportunities Division 26               17        52        90        197
Putnam OTC & Emerging Growth Division 27           18        55        96        208
Scudder Growth and Income Division 21              14        43        75        164
Templeton Foreign Division 32                      17        53        91        199
Vanguard Fixed Income Securities
  Fund -- Long-Term Corporate Portfolio Division
  22                                                9        29        51        114
Vanguard Fixed Income Securities
  Fund -- Long-Term U.S. Treasury Portfolio
  Division 23                                       9        28        48        108
Vanguard/Wellington Division 25                    12        36        63        139
Vanguard/Windsor II Division 24                    12        39        67        148
</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                          $15       $48      $ 83       $181
AGSPC International Government Bond Division 13    12        39        67        148
AGSPC Money Market Division 6                      12        39        67        149
AGSPC Science & Technology Division 17             16        51        88        192
AGSPC Social Awareness Division 12                 12        39        67        148
AGSPC Stock Index Division 10                      10        32        55        122
American Century -- Twentieth Century Ultra
  Division 31                                      17        53        92        201
Founders Growth Division 30                        18        55        95        207
Neuberger&Berman Guardian Trust
  Division 29                                      16        49        84        183
Putnam Global Growth Division 28                   19        60       103        222
Putnam New Opportunities Division 26               17        54        93        203
Putnam OTC & Emerging Growth Division 27           18        57        98        214
Scudder Growth and Income Division 21              14        45        78        170
Templeton Foreign Division 32                      18        55        94        205
Vanguard Fixed Income Securities
  Fund -- Long-Term Corporate Portfolio Division
  22                                               10        31        54        120
Vanguard Fixed Income Securities
  Fund -- Long-Term U.S. Treasury Portfolio
  Division 23                                       9        30        51        114
Vanguard/Wellington Division 25                    12        38        66        145
Vanguard/Windsor II Division 24                    13        40        70        155
</TABLE>
    
 
                                                                               5
<PAGE>   124
 
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                              $62      $ 98      $133       $181
AGSPC International Government Bond Division 13        59        89       117        148
AGSPC Money Market Division 6                          59        89       117        149
AGSPC Science & Technology Division 17                 63       101       138        192
AGSPC Social Awareness Division 12                     59        89       117        148
AGSPC Stock Index Division 10                          57        82       105        122
American Century -- Twentieth Century Ultra Division
  31                                                   64       103       142        201
Founders Growth Division 30                            64       105       145        207
Neuberger&Berman Guardian Trust
  Division 29                                          62        98       134        183
Putnam Global Growth Division 28                       66       109       153        222
Putnam New Opportunities Division 26                   64       104       143        203
Putnam OTC & Emerging Growth Division 27               65       107       148        214
Scudder Growth and Income Division 21                  61        95       128        170
Templeton Foreign Division 32                          64       104       144        205
Vanguard Fixed Income Securities Fund -- Long-Term
  Corporate Portfolio Division 22                      57        81       104        120
Vanguard Fixed Income Securities Fund -- Long-Term
  U.S. Treasury Portfolio Division 23                  56        80       101        114
Vanguard/Wellington Division 25                        59        88       116        145
Vanguard/Windsor II Division 24                        60        90       120        155
</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, Surrender, Mortality and Expense Risk Fee or Administration
    and Distribution Fee Charges" and "Exceptions to Surrender Charge" in this
    prospectus.
 
(3) The mortality and expense risk fee and administration and distribution fee
    reflected in the Fee Table is deducted during the Purchase Period. The
    mortality and expense risk fee and administration and distribution fee
    deducted during the Payout Period is computed at an annualized rate of 1.00%
    to 1.25% depending upon the Variable Account Option selected.
 
(4) For these Funds the Total Separate Account Fee equals the VALIC Separate
    Account A mortality and expense risk fee plus the administration and
    distribution fee 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 and/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 and/or their affiliates pay administrative, shareholder
    service or distribution fees to the Company: American Century -- Twentieth
    Century (0.21%), Founders (0.25%), Neuberger&Berman (0.25%), Putnam (0.25%),
    Scudder (0.25%) and Templeton (0.25%). With respect to American
    Century -- Twentieth Century Ultra Fund, the Fund pays fees to the Company
    of 0.20% on assets in excess of $0 but less than $75 million, and 0.25% on
    assets in excess of $75 million.
 
   
(5) For these Funds the Total Separate Account Fee equals the VALIC Separate
    Account mortality and expense risk fee plus the administration and
    distribution for reduced by the Separate Account Expense Reimbursement. The
    Separate Account Expense Reimbursement reflects a voluntary expense
    reimbursement made by the Company, effective May 1, 1998, directly to the
    Division which may be terminated by the Company at any time without notice.
    
 
   
(6) OTHER EXPENSES includes custody, accounting, reports to shareholders, audit,
    legal and other miscellaneous expenses. See each Fund's prospectus for a
    detailed explanation of these fees.
    
 
   
(7) Neuberger&Berman Management Incorporated voluntarily bears certain expenses
    of the 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. For this Fund, MANAGEMENT FEES
    include administration 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 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>   125
 
Selected Purchase Unit Data
- --------------------------------------------------------------------------------
 
Portfolio Director 2 Series 2.1.40 to 2.12.40 is a new variable annuity product;
therefore, there is no Selected Purchase Unit Data available at this time.
 
                                                                               7
<PAGE>   126
 
- --------------------------------------------------------------------------------
 
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.
 
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
 
 8
<PAGE>   127
 
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.
 
- - American Century Investments -- offers 1 fund for which American Century
  Investment Management, Inc. serves as investment adviser.
 
   
- - Founders Funds, Inc. -- offers 1 fund for which Founders Asset Management LLC
  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 Kemper Investments, Inc. -- offers 1 fund for which Scudder Kemper
  Investments, Inc. serves as investment adviser.
 
- - Templeton Funds Inc. -- offers 1 fund for which Templeton Global Advisors
  Limited serves as investment adviser.
 
- - The Vanguard Group Inc. -- offers 4 funds for which Barrow, Hanley, Mewhinney
  & Strauss, Inc., Equinox Capital Management, Inc., Tukman Capital Management,
  Inc., Vanguard Core Management Group, Wellington Management Company, LLP and
  Vanguard Fixed Income Group 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 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 fees plus administration and distribution fees 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 reflect in the graphs
Separate Account performance based on the performance of the underlying Fund for
the last 10 fiscal years or, since inception of the underlying Fund if for less
than 10 years. The returns shown in the tables reflect the historical
performance of each Fund based on investment in a hypothetical Contract from the
date of the Fund's inception. The actual performance of each Fund has been
reduced by Separate Account fees that would have been incurred under the
Contract. Investment return and principal value will fluctuate with market
conditions, and for foreign investments, currencies and the economic and
political climates of the countries where investments are made. Past performance
cannot predict or guarantee future results.
    
 
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.
 
                                                                               9
<PAGE>   128
 
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
- -------------------------   -------
<S>                         <C>
        04/29/94            $10,000
        12/31/94             10,045
        12/31/95             14,763
        12/31/96             17,517
        12/31/97             21,068
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 29, 1994
 
                                    [CHART]
 
                            PERIOD ENDED DECEMBER 31
 
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
- -------------------------   -------
<S>                         <C>
        10/01/91            $10,000
        12/31/91             10,916
        12/31/92             11,184
        12/31/93             12,696
        12/31/94             13,183
        12/31/95             15,568
        12/31/96             16,156
        12/31/97             15,283
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE OCTOBER 1, 1991
 
                                    [CHART]
 
                            PERIOD ENDED DECEMBER 31
 
 10
<PAGE>   129
 
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, 1988        $ Value
- -------------------------   -------
<S>                         <C>
        01/01/88            $10,000
        12/31/88             10,615
        12/31/89             11,501
        12/31/90             12,336
        12/31/91             12,942
        12/31/92             13,283
        12/31/93             13,558
        12/31/94             13,989
        12/31/95             14,678
        12/31/96             15,322
        12/31/97             16,019
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
 
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
- -------------------------   -------
<S>                         <C>
        04/29/94            $10,000
        12/31/94             12,510
        12/31/95             20,102
        12/31/96             22,741
        12/31/97             23,191
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 29, 1994
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
 
                                                                              11
<PAGE>   130
 
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
- -------------------------   -------
<S>                         <C>
        10/02/89            $10,000
        12/31/89             10,110
        12/31/90              9,926
        12/31/91             12,618
        12/31/92             12,962
        12/31/93             13,903
        12/31/94             13,621
        12/31/95             18,812
        12/31/96             23,184
        12/31/97             30,846
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE OCTOBER 2, 1989
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
 
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
     January 1, 1988        $ Value
- -------------------------   -------
<S>                         <C>
        01/01/88            $10,000
        12/31/88             11,358
        12/31/89             14,582
        12/31/90             13,935
        12/31/91             17,865
        12/31/92             18,938
        12/31/93             20,684
        12/31/94             20,704
        12/31/95             28,257
        12/31/96             34,475
        12/31/97             45,607
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
                                    [CHART]
   
                            PERIOD ENDED DECEMBER 31
    
 
 * "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.
 
 12
<PAGE>   131
 
AMERICAN CENTURY --
TWENTIETH CENTURY ULTRA
FUND
Investor Class Shares
(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, 1988        $ Value
- -------------------------   -------
<S>                         <C>
        01/01/88            $10,000
        12/31/88             11,257
        12/31/89             15,312
        12/31/90             16,636
        12/31/91             30,810
        12/31/92             30,996
        12/31/93             37,510
        12/31/94             35,919
        12/31/95             49,126
        12/31/96             55,453
        12/31/97             67,777
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
 
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, 1988        $ Value
- -------------------------   -------
<S>                         <C>
        01/01/88            $10,000
        12/31/88             10,420
        12/31/89             14,681
        12/31/90             13,048
        12/31/91             19,118
        12/31/92             19,811
        12/31/93             24,724
        12/31/94             23,758
        12/31/95             34,383
        12/31/96             39,820
        12/31/97             50,073
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
                                    [CHART]
   
                            PERIOD ENDED DECEMBER 31
    
 
                                                                              13
<PAGE>   132
 
NEUBERGER&BERMAN
GUARDIAN TRUST*
(Division 29)
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks capital appreciation and, secondarily, current income. The Trust invests
primarily in common stocks of long-established, high quality companies.
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     January 1, 1988        $ Value
- -------------------------   -------
<S>                         <C>
        01/01/88            $10,000
        12/31/88             12,729
        12/31/89             15,375
        12/31/90             14,565
        12/31/91             19,451
        12/31/92             23,010
        12/31/93             25,968
        12/31/94             26,209
        12/31/95             34,387
        12/31/96             40,234
        12/31/97             47,122
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
                                    [CHART]
   
                            PERIOD ENDED DECEMBER 31
    
 
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, 1988        $ Value
- -------------------------   -------
<S>                         <C>
        01/01/88            $10,000
        12/31/88             10,840
        12/31/89             13,421
        12/31/90             12,116
        12/31/91             14,209
        12/31/92             14,159
        12/31/93             18,558
        12/31/94             18,292
        12/31/95             20,878
        12/31/96             24,181
        12/31/97             27,241
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
                                    [CHART]
   
                            PERIOD ENDED DECEMBER 31
    
 
 * Neuberger&Berman Guardian Trust ("Trust") started operating on August 3,
   1993. It has identical investment objectives and policies and invests in the
   same portfolio as Neuberger&Berman Guardian Fund ("Fund"), which is also
   managed by Neuberger&Berman Management Incorporated ("N&B Management"). The
   performance information for the Trust before August 3, 1993 is for the Fund.
   N&B Management voluntarily bears certain operating 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 per annum. This arrangement can be terminated on sixty days' prior
   written notice. Absent such arrangement, the average annual total returns of
   the Trust would have been less. The total returns for periods prior to the
   Trust's commencement of operations would have been lower had they reflected
   the higher expense ratios of the Trust as compared to those of the Fund.
 
 14
<PAGE>   133
 
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
- -------------------------   -------
<S>                         <C>
        08/31/90            $10,000
        12/31/90             11,056
        12/31/91             18,411
        12/31/92             22,988
        12/31/93             30,324
        12/31/94             31,145
        12/31/95             45,290
        12/31/96             49,882
        12/31/97             60,749
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE AUGUST 31, 1990
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
 
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, 1988        $ Value
- -------------------------   -------
<S>                         <C>
        01/01/88            $10,000
        12/31/88             11,551
        12/31/89             14,809
        12/31/90             13,275
        12/31/91             18,585
        12/31/92             20,819
        12/31/93             27,329
        12/31/94             27,778
        12/31/95             43,061
        12/31/96             44,758
        12/31/97             49,018
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
[CHART]
   
                            PERIOD ENDED DECEMBER 31
    
 
                                                                              15
<PAGE>   134
 
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, 1988        $ Value
- -------------------------   -------
<S>                         <C>
        01/01/88            $10,000
        12/31/88             11,107
        12/31/89             13,917
        12/31/90             13,479
        12/31/91             17,130
        12/31/92             18,609
        12/31/93             21,331
        12/31/94             21,702
        12/31/95             28,228
        12/31/96             34,185
        12/31/97             44,202
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
[CHART]
   
                            PERIOD ENDED DECEMBER 31
    
 
TEMPLETON FOREIGN FUND
Class I Shares
(Division 32)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
   
Seeks long-term capital growth. Any income realized will be incidental. The Fund
tries to achieve its goal by a flexible policy of investing in stocks and debt
obligations of companies and governments outside the United States.
    
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     January 1, 1988        $ Value
- -------------------------   -------
<S>                         <C>
        01/01/88            $10,000
        12/31/88             12,130
        12/31/89             15,739
        12/31/90             15,178
        12/31/91             17,844
        12/31/92             17,756
        12/31/93             24,148
        12/31/94             24,092
        12/31/95             26,623
        12/31/96             31,204
        12/31/97             33,073
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
 
 16
<PAGE>   135
 
VANGUARD FIXED
INCOME SECURITIES
FUND -- LONG-TERM
CORPORATE PORTFOLIO
Institutional Class Shares
(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 bonds.
    
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     January 1, 1988        $ Value
- -------------------------   -------
<S>                         <C>
        01/01/88            $10,000
        12/31/88             10,878
        12/31/89             12,424
        12/31/90             13,085
        12/31/91             15,687
        12/31/92             17,076
        12/31/93             19,387
        12/31/94             18,208
        12/31/95             22,821
        12/31/96             22,747
        12/31/97             25,651
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
VANGUARD FIXED
INCOME SECURITIES
FUND -- LONG-TERM
U.S. TREASURY PORTFOLIO
Institutional Class Shares
(Division 23)
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
   
Seeks high level of current income consistent with the maintenance of principal
and liquidity. The Portfolio invests primarily in long-term U.S. Treasury
securities backed by the full faith and credit of the U.S. Government. 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, 1988        $ Value
- -------------------------   -------
<S>                         <C>
        01/01/88            $10,000
        12/31/88             10,824
        12/31/89             12,658
        12/31/90             13,278
        12/31/91             15,461
        12/31/92             16,467
        12/31/93             19,070
        12/31/94             17,580
        12/31/95             22,681
        12/31/96             22,071
        12/31/97             24,916
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
 
                                                                              17
<PAGE>   136
 
VANGUARD/WELLINGTON FUND
Institutional Class Shares
(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, 1988        $ Value
- -------------------------   -------
<S>                         <C>
        01/01/88            $10,000
        12/31/88             11,513
        12/31/89             13,882
        12/31/90             13,380
        12/31/91             16,405
        12/31/92             17,556
        12/31/93             19,762
        12/31/94             19,502
        12/31/95             25,705
        12/31/96             29,598
        12/31/97             36,149
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
[CHART]
   
                            PERIOD ENDED DECEMBER 31
    
 
VANGUARD/WINDSOR II
Institutional Class Shares
(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, 1988        $ Value
- -------------------------   -------
<S>                         <C>
        01/01/88            $10,000
        12/31/88             12,368
        12/31/89             15,676
        12/31/90             13,994
        12/31/91             17,858
        12/31/92             19,830
        12/31/93             22,339
        12/31/94             21,894
        12/31/95             30,140
        12/31/96             37,087
        12/31/97             48,663
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
[CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
 
 18
<PAGE>   137
 
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 is accompanied by 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 establish a
permanent 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 2.
 
For more information as to
how PURCHASE UNIT VALUES
are calculated, see the
Statement of Additional
Information.
 
                                                                              19
<PAGE>   138
 
- --------------------------------------------------------------------------------
 
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.
 
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.
 
 20
<PAGE>   139
 
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
 Payout:         Up to 100%    Once every 365 days      None
                 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>   140
 
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 Charge
- - 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, Surrender, Mortality and Expense Risk Fee or
Administration and Distribution Fee 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 CHARGE
 
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 CHARGE
 
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 CHARGE
 
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.
 
 22
<PAGE>   141
 
- --------------------------------------------------------------------------------
 
- - 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; or
 
- - 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 charge 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 a surrender charge may be reduced or
waived, see the "Reduction or Waiver of Account Maintenance Fee, Surrender,
Mortality and Expense Risk Fee or Administration and Distribution Fee 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 fee and an administration and
distribution fee applied to VALIC Separate Account A. This is a daily charge at
an aggregate annualized rate of 0.60% to 0.85% during the Purchase Period and
1.00% to 1.25% during the Payout Period 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 fee 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 fee and on the
administration and distribution fee.
 
The administration and distribution fee is to reimburse the Company for our
administrative expenses for providing Variable Account Options. This includes
the expense of administration and marketing, (including but not limited to
enrollment, participant communication and education).
 
For more information about the mortality and expense risk fee and on the
administration and distribution fee, see the Fee Table in this prospectus.
 
The mortality and expense risk fee or administration and distribution fee may be
reduced or waived if issued to certain types of plans that are expected to
result in lower costs to VALIC. To learn more about how we determine if the
mortality and expense risk fee or administration and distribution fee may be
reduced or waived, see the "Reduction or Waiver of Account Maintenance Fee,
Surrender, Mortality and Expense Risk Fee or Administration and Distribution Fee
Charges" section of this prospectus.
 
FUND ANNUAL EXPENSE CHARGES
 
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.
 
                                                                              23
<PAGE>   142
 
- --------------------------------------------------------------------------------
 
REDUCTION OR WAIVER OF ACCOUNT
MAINTENANCE FEE, SURRENDER,
MORTALITY AND EXPENSE RISK FEE OR ADMINISTRATION AND DISTRIBUTION FEE CHARGES
 
We may, as described below, determine that the account maintenance fee,
surrender
charges, mortality and expense risk fee or administration fee 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:
 
  -  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.
 
  - Other factors of which we are not presently aware which could reduce
    administrative costs.
 
  We review the following additional factors to determine whether we can reduce
  or waive account maintenance fees:
 
  - 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.
 
We review to following additional factors to determine whether we can reduce or
waive surrender charges:
 
  - 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 use of mass enrollment or related administrative tasks performed by your
    employer for your retirement program.
 
  We review the following additional factors to determine whether we can reduce
  or waive the mortality and expense fee or administration and distribution fee:
 
  - The frequency of Purchase Payments for your retirement program.
 
  - The size of your retirement program.
 
  - The amount of your retirement program's periodic purchase payment.
 
  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. In addition, the Company currently reimburses certain Divisions a
  portion of the Company's administration and distribution fee. Such
  reimbursement arrangements are a voluntary. See the Fee Table in this
  prospectus for an identification of those Funds for which a reimbursement
  applies.
    
 
 24
<PAGE>   143
 
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>   144
 
- --------------------------------------------------------------------------------
 
    - 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. 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.
 
For more information about
PAYOUT OPTIONS OR
ENHANCEMENTS
of those Payout Options
available under the Contract,
see the "Statement of
Additional Information".
 
 26
<PAGE>   145
 
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>
<S>                    <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
Generally, Internal Revenue Code Section 403(b)(11) permits total or partial
distributions from a 403(b) contract only on account of hardship (employee
contributions only without accrued interest), attainment of age 59 1/2,
separation from service, death or disability.
 
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>
<S>                    <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
 
                                                                              27
<PAGE>   146
 
- --------------------------------------------------------------------------------
 
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.
 
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 and in the Statement of Additional
Information.
 
 28
<PAGE>   147
 
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 purchased through your employer-sponsored retirement
plan and 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 2 and other contracts in
    the Portfolio Director series of annuities 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 AND PORTFOLIO DIRECTOR 2
 
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
 
                                                                              29
<PAGE>   148
 
- --------------------------------------------------------------------------------
 
Portfolio Director 2 will have the same Account Value (called Accumulation Value
in the other contracts) as the other contracts.
 
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. You may also exchange from Portfolio Director 2 to
Portfolio Director. Additionally, you may also make exchanges among the series
of Portfolio Director 2. Once you have made any of the exchanges described in
this paragraph 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 restrictions 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 the level of fees and 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.
 
Please refer to the prospectus and Statement of Additional Information for
Portfolio Director and the different series of Portfolio Director 2 for
information about the specific features and charges of such products.
 
FEATURES OF PORTFOLIO DIRECTOR 2
 
In deciding whether you want to exercise these exchange privileges, you should
consider the following factors 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.
 
  - Different series of Portfolio Director 2 may charge fees higher or lower
    than other series of Portfolio Director 2.
 
  - 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
 
 30
<PAGE>   149
 
- --------------------------------------------------------------------------------
 
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 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.
 
                                                                              31
<PAGE>   150
 
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.
 
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.
 
 32
<PAGE>   151
 
- --------------------------------------------------------------------------------
 
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.
    
   
    
 
                                                                              33
<PAGE>   152
 
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.
 
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.
 
 34
<PAGE>   153
 
- --------------------------------------------------------------------------------
 
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 values 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.
 
AGSPC MONEY MARKET DIVISION
 
We may advertise the AGSPC Money Market Division's Current Yield and Effective
Yield.
 
   
The Current Yield refers to the income produced by an investment in the AGSPC
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 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.
    
 
DIVISIONS OTHER THAN THE AGSPC MONEY MARKET DIVISION
 
We may advertise the standardized yield performance for each Division other than
the AGSPC 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 information presented in the following tables reflects the
performance of the underlying Fund after deduction of a mortality and expense
risk fee and administration and distribution fee at an aggregate annualized rate
of 0.60% to 0.85% during the Purchase Period on the daily average net asset
value of VALIC Separate Account A. The exact rate depends upon the Variable
Account Option selected.
 
                                                                              35
<PAGE>   154
 
   
                                                                         TABLE I
    
 
   
                          AVERAGE ANNUAL TOTAL RETURN
    
   
           WITH SURRENDER CHARGE AND ACCOUNT MAINTENANCE FEE IMPOSED
    
   
             (FROM UNDERLYING FUND INCEPTION TO DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                         INCEPTION     SINCE
                  FUND AND 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      21.52%        --         --     28.85%   15.19%
AGSPC International Government Bond Fund (Division
  13)..................................................  10/01/91       6.89         --       5.53%     3.41    (9.73)
AGSPC Money Market Fund (Division 6)...................  01/16/86         --       4.70%      2.82      2.97    (0.23)
AGSPC Science & Technology Fund (Division 17)..........  04/29/94      24.81         --         --     21.61    (2.68)
AGSPC Social Awareness Fund (Division 12)..............  10/02/89      14.48         --      18.30     30.22    27.95
AGSPC Stock Index Fund (Division 10)...................  04/20/87         --      16.25      18.58     29.00    27.20
American Century-Twentieth Century Ultra (Division
  31)..................................................  11/02/81         --      20.99      16.30     22.37    17.14
Founders Growth (Division 30)..........................  01/05/62         --      17.38      19.80     27.09    20.66
Neuberger&Berman Guardian Trust (Division 29)(1).......  06/01/50         --      16.67      14.75     20.36    12.04
Putnam Global Growth (Division 28).....................  09/01/67         --      10.45      13.29     12.81     7.57
Putnam New Opportunities (Division 26).................  08/31/90      27.75%        --      26.68     23.77    16.70
Putnam OTC & Emerging Growth (Division 27).............  11/01/82         --      17.13      18.07     19.59     4.52
Scudder Growth and Income (Division 21)(2).............  11/13/84         --      15.93      18.29     25.61    24.21
Templeton Foreign (Division 32)........................  10/05/82         --      12.61      12.54      9.68     1.15
Vanguard Fixed Income Securities Fund --
  Long-Term Corporate Portfolio (Division 22)**........  07/09/73         --       9.79       7.66     10.67     7.69
Vanguard Fixed Income Securities Fund --
  Long-Term U.S. Treasury Portfolio (Division 23)**....  05/19/86         --       9.47       7.82     10.90     7.81
Vanguard/Wellington (Division 25)......................  07/01/29         --      13.62      14.88     21.63    17.05
Vanguard/Windsor II (Division 24)......................  06/24/85         --      17.05      19.08     29.41    26.12
</TABLE>
    
 
- ---------------
 
   
 *  The Table reflects the historical performance of each Fund based on
    investment in a hypothetical Contract from the date of the Fund's inception.
    The actual performance of each Fund has been reduced by Separate Account
    fees that would have been incurred under the Contract. The Contracts offered
    by this prospectus became available for purchase on January 1, 1998.
    
 
   
 ** The performance figures for the Vanguard Fixed Income Securities
    Fund -- Long-Term Corporate Portfolio (Division 22) and the Vanguard Fixed
    Income Securities Fund -- Long-Term U.S. Treasury Portfolio (Division 23) in
    the Table do not take into account the Separate Account Reimbursement made
    by the Company directly to those Divisions. If such reimbursements were
    included, he performance figures for the Divisions would be higher.
    
 
   
(1) Neuberger&Berman Guardian Trust ("Trust") started operating on August 3,
    1993. It has identical investment objectives and policies and invests in the
    same portfolio as Neuberger&Berman Guardian Fund ("Fund"), which is also
    managed by Neuberger&Berman Management Incorporated ("N&B Management"). The
    performance information for the Trust before August 3, 1993 is for the Fund.
    N&B Management voluntarily bears certain operating 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 per annum. This arrangement can be terminated on sixty days' prior
    written notice. Absent such arrangement, the average annual total returns of
    the Trust would have been less. The total returns for periods prior to the
    Trust's commencement of operations would have been lower had they reflected
    the higher expense ratios of the Trust as compared to those of the Fund.
    
 
(2) The Fund adopted its current name and objective on November 13, 1984. Its
    predecessor commenced operations on May 31, 1929.
 
 36
<PAGE>   155
 
   
                                                                        TABLE II
    
   
                          AVERAGE ANNUAL TOTAL RETURN
    
   
          WITH NO SURRENDER CHARGE AND ACCOUNT MAINTENANCE FEE IMPOSED
    
   
             (FROM UNDERLYING FUND INCEPTION TO DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                         INCEPTION     SINCE
                  FUND AND 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      22.45%        --         --     28.00%   20.27%
AGSPC International Government Bond Fund
  (Division 13)........................................  10/01/91       7.01         --       6.44%     5.05    (5.41)
AGSPC Money Market Fund (Division 6)...................  01/16/86                  4.82%      3.82      4.62     4.55
AGSPC Science & Technology Fund (Division 17)..........  04/29/94      25.69         --         --     22.84     1.98
AGSPC Social Awareness Fund (Division 12)..............  10/02/89      14.62         --      18.93     31.32    33.04
AGSPC Stock Index Fund (Division 10)...................  04/20/87                 16.39      19.22     30.11    32.29
American Century -- Twentieth Century Ultra (Division
  31)..................................................  11/02/81         --      21.09      16.94     23.57    22.23
Founders Growth (Division 30)..........................  01/05/62         --      17.48      20.38     28.21    25.75
Neuberger&Berman Guardian Trust (Division 29)(1).......  06/01/50         --      16.77      15.41     21.60    17.12
Putnam Global Growth (Division 28).....................  09/01/67         --      10.54      13.98     14.20    12.65
Putnam New Opportunities (Division 26).................  08/31/90      27.85%        --      21.45     24.94    21.79
Putnam OTC & Emerging Growth (Division 27).............  11/01/82         --      17.23      18.68     20.84     9.52
Scudder Growth and Income (Division 21)(2).............  11/13/84         --      16.02      18.89     26.76    29.31
Templeton Foreign (Division 32)........................  10/05/82         --      12.71      13.25     11.14     5.99
Vanguard Fixed Income Securities Fund --
  Long-Term Corporate Portfolio (Division 22)..........  07/09/73         --       9.88       8.48     12.10    12.76
Vanguard Fixed Income Securities Fund --
  Long-Term U.S. Treasury Portfolio (Division 23)......  05/19/86         --       9.56       8.64     12.33    12.89
Vanguard/Wellington (Division 25)......................  07/01/29         --      13.71      15.54     22.84    22.14
Vanguard/Windsor II (Division 24)......................  06/24/85         --      17.14      19.67     30.50    31.21
</TABLE>
    
 
- ---------------
 
   
*  The Table reflects the historical performance of each Fund based on
   investment in a hypothetical Contract from the date of the Fund's inception.
   The actual performance of each Fund has been reduced by Separate Account fees
   that would have been incurred under the Contract. The Contracts offered by
   this prospectus became available for purchase on January 1, 1998.
    
 
   
** The performance figures for the Vanguard Fixed Income Securities
   Fund -- Long-Term Corporate Portfolio (Division 22)
    
   
   and the Vanguard Fixed Income Securities Fund -- Long-Term U.S. Treasury
   Portfolio (Division 23) in the Table do not
    
   
   take into account the Separate Account Reimbursement made by the Company
   directly to those Divisions. If such
    
   
   reimbursements were included, the performance figures for the Divisions would
                                                                      be higher.
                                                                       TABLE III
    
   
                               CUMULATIVE RETURN
    
   
          WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED
    
   
             (FROM UNDERLYING FUND INCEPTION TO DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                        INCEPTION     SINCE
                  FUND AND DIVISION*                      DATE      INCEPTION   10 YEARS   5 YEARS   3 YEARS   1 YEAR
                  ------------------                    ---------   ---------   --------   -------   -------   ------
<S>                                                     <C>         <C>         <C>        <C>       <C>       <C>
AGSPC Growth Fund (Division 15).......................  04/29/94     110.68%         --        --    109.73%   20.27%
AGSPC International Government Bond Fund (Division
  13).................................................  10/01/91      52.82          --     36.65%    15.93    (5.41)
AGSPC Money Market Fund (Division 6)..................  01/16/86         --       60.19%    20.60     14.51     4.55
AGSPC Science & Technology Fund (Division 17).........  04/29/94     131.91          --        --     85.37     1.98
AGSPC Social Awareness Fund (Division 12).............  10/02/89     208.46          --    137.98    126.46    33.04
AGSPC Stock Index Fund (Division 10)..................  04/20/87         --      356.07    140.82    120.28    32.29
American Century -- Twentieth Century Ultra (Division
  31).................................................  11/02/81         --      577.77    118.65     88.69    22.23
Founders Growth (Division 30).........................  01/05/62         --      400.73    152.75    110.77    25.75
Neuberger&Berman Guardian Trust (Division 29)(1)......  06/01/50         --      371.22    104.78     79.79    17.12
Putnam Global Growth (Division 28)....................  09/01/67         --      172.41     92.38     48.92    12.65
Putnam New Opportunities (Division 26)................  08/31/90     507.50          --    164.27     95.05    21.79
Putnam OTC & Emerging Growth (Division 27)............  11/07/82         --      390.19    135.45     76.47     9.52
Scudder Growth and Income (Division 21)(2)............  11/13/84         --      342.03    137.52    103.68    29.31
Templeton Foreign (Division 32).......................  10/05/82         --      230.73     86.27     37.28     5.99
Vanguard Fixed Income Securities Fund --
  Long-Term Corporate Portfolio (Division 22).........  07/09/73         --      156.51     50.22     40.88    12.76
Vanguard Fixed Income Securities Fund --
  Long-Term U.S. Treasury Portfolio (Division 23).....  05/19/86         --      149.16     51.31     41.73    12.89
Vanguard/Wellington (Division 25).....................  07/01/29         --      261.50    105.90     85.37    22.14
Vanguard/Windsor II (Division 24).....................  06/24/85         --      386.63    145.39    122.27    31.21
</TABLE>
    
 
- ---------------
 
   
*  The Table reflects the historical performance of each Fund based on
   investment in a hypothetical Contract from the date of the Fund's inception.
   The actual performance of each Fund has been reduced by Separate Account fees
   that would have been incurred under the Contract. The Contracts offered by
   this prospectus became available for purchase on January 1, 1998.
    
 
   
** The performance figures for the Vanguard Fixed Income Securities
   Fund -- Long-Term Corporate Portfolio (Division 22) and the Vanguard Fixed
   Income Securities Fund -- Long-Term U.S. Treasury Portfolio (Division 23) in
   the Table do not take into account the Separate Account Reimbursement made by
   the Company directly to those Divisions. If such reimbursements were
   included, the performance figures for the Divisions would be higher.
    
 
                                                                              37
<PAGE>   156
 
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.
 
 38
<PAGE>   157
 
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.
 
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.
 
                                                                              39
<PAGE>   158
 
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 408(b) 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 deferred compensation plans of governmental and tax-exempt
    employers;
    
 
  - Section 408(k) simplified deferred
     compensation plans of private
     employers.
 
   
  - Section 408(p) SIMPLE retirement
    
   
accounts.
    
 
The foregoing Contracts are "Qualified Contracts." Certain series of Portfolio
Director 2 may also be available through a nondeductible Section 408A "Roth"
individual retirement annuity.
 
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 portion of a
distribution which is not considered a return of 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
 
 40
<PAGE>   159
 
- --------------------------------------------------------------------------------
 
Contracts, and the IRS has no viable legal basis or reason to apply the theory
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 risk fee and administration and distribution
fee charges (0.60% - 0.85% during the purchase period and 1% - 1.25% during the
payout period) and may also incur account maintenance 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 after-tax 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
 
                                                                              41
<PAGE>   160
 
- --------------------------------------------------------------------------------
 
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 reduces the actual amount saved in the conventional
savings account to $1,800, while the full $2,500 is contributed to 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.
    
 
 42
<PAGE>   161
 
   
YEAR 2000
    
- --------------------------------------------------------------------------------
 
   
Year 2000 Risks
    
 
   
Like other insurance companies, financial and business organizations around the
world, each of the Variable Account Options and the underlying mutual funds
could be adversely affected if the computer systems used by the Company, other
service providers and entities with computer systems that are linked to the
Company's records do not properly process and calculate date-related information
and data from and after January 1, 2000. This is commonly known as the "Year
2000 Issue." The Company is taking steps that it believes are reasonably
designed to address the Year 2000 Issue with respect to the computer systems
that it uses and to obtain satisfactory assurances that comparable steps are
being taken by each of the Variable Account Options' other major service
providers. The Company expects to be substantially complete with its computer
systems projects to address year 2000 issues by the end of 1998. However, there
can be no assurance that these steps will be sufficient to avoid any adverse
impact on the Variable Account Options.
    
 
                                                                              43
<PAGE>   162
 
                      (This page intentionally left blank)
 
<PAGE>   163
 
                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>
 
<PAGE>   164
 
                      (This page intentionally left blank)
 
<PAGE>   165
 
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)
 
- --------------------------------------------------------------------------------
 
   Name:                                                           G.A. #
   Address:                                                        Policy #
   Social Security Number:
- --------------------------------------------------------------------------------
 
<PAGE>   166
 
                      (This page intentionally left blank)
 
<PAGE>   167
 
                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...........    9
    Tax Consequences of Distributions...............   10
    Special Tax Consequences -- Early
      Distribution..................................   11
    Special Tax Consequences -- Required
      Distributions.................................   12
    Tax Free Rollovers, Transfers and Exchanges.....   13
Exchange Privilege..................................   14
    Exchanges From Portfolio Director, Exchanges
      From Portfolio Director 2.....................   14
    Exchanges From Independence Plus Contracts......   14
    Exchanges From V-Plan Contracts.................   16
    Exchanges From SA-1 and SA-2 Contracts..........   17
    Exchanges From Impact Contracts.................   18
    Exchanges From Compounder Contracts.............   19
    Information Which May Be Applicable To Any
      Exchange......................................   20
Calculation of Surrender Charge.....................   21
 Illustration of Surrender Charge on Total Surrender   21
    Illustration of Surrender Charge on a 10%
      Partial Surrender Followed by a Full
      Surrender.....................................   21
Purchase Unit Value.................................   22
    Illustration of Calculation of Purchase Unit
      Value.........................................   22
    Illustration of Purchase of Purchase Units......   22
Performance Calculations............................   22
    AGSPC Money Market Division Yields..............   22
    Calculation of Current Yield for AGSPC Money
      Market Division Six...........................   22
    Illustration of Calculation of Current Yield for
      AGSPC Money Market Division Six...............   22
    Calculation of Effective Yield for AGSPC Money
      Market Division Six...........................   23
    Illustration of Calculation of Effective Yield
      for AGSPC Money Market Division Six...........   23
Standardized Yield for Bond Fund Divisions..........   23
    Calculation of Standardized Yield for Bond Fund
      Divisions.....................................   23
    Illustration of Calculation of Standardized
      Yield for Bond Fund Divisions.................   23
    Calculation of Average Annual Total Return......   24
Performance Information.............................   25
    Hypothetical $10,000 Account Value and
      Cumulative Return as Compared to Benchmark
      Tables........................................   25
    Performance Compared to Market Indices..........   25
    AGSPC Growth Division Fifteen Performance
      Compared to S&P 500 Index.....................   28
    AGSPC International Government Bond Division
      Thirteen Performance Compared to Salomon
      Brothers Non-U.S. Dollar World Government Bond
      Index.........................................   28
</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.........................................   29
    AGSPC Science & Technology Division Seventeen
      Performance Compared to S&P 500 Index.........   29
    AGSPC Social Awareness Division Twelve
      Performance Compared to S&P 500 Index.........   30
    AGSPC Stock Index Division Ten Performance
      Compared to S&P 500 Index.....................   30
    American Century -- Twentieth Century Ultra
      Division Thirty-one Compared to S&P 500 Index
      and NASDAQ Composite Index....................   31
    Founders Growth Division Thirty Compared to S&P
      500 Index.....................................   31
    Neuberger&Berman Guardian Trust Division
      Twenty-nine Compared to S&P 500 Index.........   32
    Putnam Global Growth Division Twenty-eight
      Compared to MCSI World Index and S&P 500
      Index.........................................   32
    Putnam New Opportunities Division Twenty-six
      Compared to S&P 500 Index.....................   33
    Putnam OTC & Emerging Growth Division Twenty-
      seven Compared to Russell 2000 Index and S&P
      500 Index.....................................   34
    Scudder Growth and Income Division Twenty-one
      Compared to S&P 500 Index.....................   34
    Templeton Foreign Division Thirty-two Compared
      to EAFE Index.................................   35
    Vanguard Fixed Income Securities
      Fund -- Long-Term Corporate Portfolio Division
      Twenty-two Compared to Merrill Lynch Corporate
      Master Index..................................   35
    Vanguard Fixed Income Securities
      Fund -- Long-Term U.S. Treasury Portfolio
      Division Twenty-three Compared to Lehman
      Brothers U.S. Treasury Long-Term Index........   36
    Vanguard/Wellington Division Twenty-five
      Compared to S&P 500 Index and Merrill Lynch
      Corporate Master Index........................   36
    Vanguard/Windsor II Division Twenty-four
      Compared to S&P 500 Index.....................   37
Payout Payments.....................................   38
    Assumed Investment Rate.........................   38
    Amount of Payout Payments.......................   38
    Payout Unit Value...............................   38
    Illustration of Calculation of Payout Unit
      Value.........................................   39
    Illustration of Payout Payments.................   39
Distribution of Variable Annuity Contracts..........   40
Experts.............................................   40
Comments on Financial Statements....................   41
</TABLE>
    
 
<PAGE>   168
 
================================================================================
 
                 FOR ADDITIONAL INFORMATION ABOUT THE CONTRACTS
                     CONTACT YOUR NEAREST REGIONAL OFFICE:
 
3535 Grandview Parkway
Suite 200
Birmingham, AL 35243
(205) 967-8955
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
(650) 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 1900
Chicago, IL 60606
(312) 368-1001
11711 N. Meridian St.
Suite 300
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
(248) 641-0022
8500 Normandale Lake Blvd.
Suite 750
Bloomington, MN 55437
(612) 893-1099
4266 Interstate 55N
Suite 108
Jackson, MS 39211
(601) 981-5801
410 Amherst Street
Suite 250
Nashua, NH 03063
(603) 883-3840
90 Woodbridge Ctr. Dr.
Suite 300
Woodbridge, NJ 07095
(732) 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
Two International Plaza
Suite 601
Nashville, TN 37217
(615) 254-4822
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-six branch offices located throughout the
                                    country.
    
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
                    2929 ALLEN PARKWAY, HOUSTON, TEXAS 77019
                                 1-800-44-VALIC
      FOR UNIT VALUE INFORMATION CALL: 1-800-42-VALIC & TDD 1-800-24-VALIC
             FOR ASSET TRANSFERS BY TELEPHONE CALL: 1-800-621-7792
                               TDD 1-800-35-VALIC
                           EASYACCESS 1-800-42-VALIC
                         TDD EASYACCESS 1-800-24-VALIC
 
================================================================================
<PAGE>   169
   
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
UNITS OF INTEREST UNDER GROUP AND INDIVIDUAL
VARIABLE ANNUITY CONTRACTS
PORTFOLIO DIRECTOR T
SEPARATE ACCOUNT A
 
                                                                     May 1, 1998
 
PROSPECTUS
 
Certain series of Portfolio Director T consist of group and individual variable
annuity contracts that are offered by The Variable Annuity Life Insurance
Company ("VALIC") to Participants in certain employer sponsored retirement
plans. Portfolio Director T consists of group variable annuity contracts that
are offered by VALIC to Participants in certain employer sponsored retirement
plans. Portfolio Director T 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 T is composed of the following contract forms: UIT-194,
UITG-194, UITN-194, UIT-IRA-194 and UIT-SEP-194.
 
Portfolio Director T 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
 
TEN VARIABLE ACCOUNT OPTIONS*
 
<TABLE>
<S>                                   <C>                                      <C>
American General Series Portfolio     Scudder Kemper Investments, Inc.:        The Vanguard Group, Inc.:
 Company (AGSPC):                     Scudder Growth and Income Fund           Vanguard Fixed Income
  Asset Allocation Fund                                                            Securities Fund --
  Growth Fund                                                                      Long-Term Corporate
  Money Market Fund                                                                Portfolio
  Science & Technology Fund                                                    Vanguard Fixed Income
  Small Cap Index Fund                                                             Securities Fund --
  Social Awareness Fund                                                            Long-Term U.S.
  Stock Index Fund                                                                 Treasury Portfolio
</TABLE>
 
* Each of these mutual funds is publicly available except for the seven AGSPC
Funds.
 
- --------------------------------------------------------------------------------
 
This prospectus provides you with information you should know before investing
in Portfolio Director T. 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, 1998, has been filed with
the Securities and Exchange Commission. This Statement of Additional Information
contains additional information about Portfolio Director T 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>   170
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                 PAGE
                                                 ----
<S>                                              <C>
ABOUT THE PROSPECTUS...........................     1
PROFILE OF PORTFOLIO DIRECTOR T................     2
FEE TABLE......................................     4
SELECTED PURCHASE UNIT DATA....................     7
ABOUT PORTFOLIO DIRECTOR T.....................     8
ABOUT VALIC....................................     8
ABOUT VALIC SEPARATE ACCOUNT A.................     8
UNITS OF INTERESTS.............................     8
VARIABLE ACCOUNT OPTIONS.......................     9
     Summary of Funds..........................     9
PURCHASE PERIOD................................    15
     Purchase Payments.........................    15
     Purchase Units............................    15
     Calculation of Purchase Unit Value........    15
     Choosing Investment Options...............    16
          Fixed Account Options................    16
          Variable Account Options.............    16
     Stopping Purchase Payments................    16
TRANSFERS BETWEEN INVESTMENT OPTIONS...........    17
     During the Purchase Period................    17
     During the Payout Period..................    17
     Communicating Transfer or Reallocation
       Instructions............................    17
     Effective Date of Transfer................    17
FEES AND CHARGES...............................    18
     Account Maintenance Fee...................    18
     Surrender Charge..........................    18
          Amount of Surrender Charge...........    18
          10% Free Withdrawal..................    18
          Exceptions to Surrender Charge.......    18
     Premium Tax Charge........................    19
     Separate Account Charges..................    19
     Fund Annual Expense Charge................    19
     Other Tax Charges.........................    19
     Reduction or Waiver of Account Maintenance
       Fee, Surrender, Mortality and Expense
       Risk Fee or Administration and
       Distribution Fee Charges................    20
     Separate Account Expense Reimbursement....    20
PAYOUT PERIOD..................................    21
     Fixed Payout..............................    21
     Variable Payout...........................    21
     Combination Fixed and Variable Payout.....    21
     Payout Date...............................    21
     Payout Options............................    21
     Enhancements to Payout Options............    22
     Payout Information........................    22
SURRENDER OF ACCOUNT VALUE.....................    23
     When Surrenders are Allowed...............    23
     Amount That May Be Surrendered............    23
     Surrender Restrictions....................    23
     Partial Surrenders........................    23
     Systematic Withdrawals....................    23
     Distributions Required By Federal Tax
       Law.....................................    24
EXCHANGE PRIVILEGE.............................    25
     Restrictions on Exchange Privilege........    25
     Taxes and Conversion Costs................    25
</TABLE>
 
<TABLE>
<CAPTION>
                                                 PAGE
                                                 ----
<S>                                              <C>
     Surrender Charge..........................    25
     Exchange Offers for Contracts Other Than
       Portfolio Director, Portfolio Director 2
       and Portfolio Director T................    25
     Exchange Offer for Portfolio Director,
       Portfolio Director 2 and Portfolio
       Director T..............................    26
     Comparison of Contracts...................    26
     Features of Portfolio Director T..........    26
DEATH BENEFITS.................................    27
     Beneficiary Information...................    27
     Special Information for Individual Non-Tax
       Qualified Contracts.....................    27
     During the Purchase Period................    27
          Interest Guaranteed Death Benefit....    27
          Standard Death Benefit...............    28
     During the Payout Period..................    28
HOW TO REVIEW INVESTMENT PERFORMANCE OF
  SEPARATE ACCOUNT DIVISIONS...................    29
     Types of Investment Performance
       Information Advertised..................    29
       Total Return Performance Information....    29
       Standard Average Annual Total Return....    29
       Nonstandard Average Annual Total
       Return..................................    29
       Cumulative Total Return.................    29
       Annual Change in Purchase Unit Value....    29
       Cumulative Change in Purchase Unit
          Value................................    30
       Total Return Based on Different
          Investment Amounts...................    30
       An Assumed Account Value of $10,000.....    30
     Yield Performance Information.............    30
       AGSPC Money Market Division.............    30
       Divisions Other Than The AGSPC Money
          Market Division......................    30
     Performance Information: Average Annual
       Total Return, Cumulative Return and
       Annual and Cumulative Change in Purchase
       Unit Value Tables.......................    30
OTHER CONTRACT FEATURES........................    33
     Changes That May Not Be Made..............    33
     Change of Beneficiary.....................    33
     Contingent Owner..........................    33
     Cancellation -- The 20 Day "Free Look"....    33
     We Reserve Certain Rights.................    33
     Relationship to Employer's Plan...........    33
VOTING RIGHTS..................................    34
     Who May Give Voting Instructions..........    34
     Determination of Fund Shares Attributable
       to Your Account.........................    34
       During Purchase Period..................    34
       During Payout Period or after a Death
          Benefit Has Been Paid................    34
     How Fund Shares Are Voted.................    34
FEDERAL TAX MATTERS............................    35
     Type of Plans.............................    35
     Tax Consequences in General...............    35
     Effect of Tax-Deferred Accumulations......    36
 
YEAR 2000......................................    38
     Year 2000 Risks...........................    38
</TABLE>
 
                                      (i)
<PAGE>   171
 
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:
 
<TABLE>
<CAPTION>
DEFINED TERMS                   PAGE NO.
- -------------                   --------
<S>                             <C>
Account Value                        17
Annuitant                            27
Assumed Investment Rate              21
Beneficiary                          27
Contract Owner                       27
Division                             29
Fixed Account Options                27
Home Office                          17
Mutual Fund or Fund                  08
Participant                          01
Participant Year                     18
Payout Period                        17
Payout Unit                          21
Purchase Payments                 15,29
Purchase Period                      17
Purchase Unit                        16
VALIC Separate Account A             34
Variable Account Options          09,27
</TABLE>
 
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 T,
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 T 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 T 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 T. This summary is called the "Profile of Portfolio Director
T." 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>   172
 
PROFILE OF PORTFOLIO DIRECTOR T
- --------------------------------------------------------------------------------
 
Portfolio Director T is VALIC's combination fixed and variable annuity that
offers you a wide choice of investment options and flexibility. A summary of
Portfolio Director T's major features is presented below. For a more detailed
discussion of Portfolio Director T, please read the entire prospectus carefully.
 
FIXED AND VARIABLE OPTIONS
 
Portfolio Director T offers you a choice from among 10 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 Small Cap Index    Growth through investments tracking the Russell 2000(R)     VALIC
EQUITY              Fund                     Index
FUNDS
                    -----------------------------------------------------------------------------------------------------------
                    AGSPC Stock              Growth through investments tracking                         VALIC
                    Index                    the S&P 500(R) Index
                    Fund
- -------------------------------------------------------------------------------------------------------------------------------
ACTIVELY            AGSPC Growth             Growth through investments                                  VALIC
MANAGED             Fund                     in service sector companies
                    -----------------------------------------------------------------------------------------------------------
EQUITY              Scudder Growth           Long-term growth of capital, current                        Scudder
FUNDS               and Income Fund          income and growth of income
- -------------------------------------------------------------------------------------------------------------------------------
INCOME              Vanguard Fixed Income    Income through investment                                   Vanguard
FUNDS               Securities               in long-term high 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              Income through investments in                               VALIC
MARKET              Market                   short-term money market
FUND                Fund                     securities
- -------------------------------------------------------------------------------------------------------------------------------
ASSET               AGSPC Asset              Maximum return through investments in                       VALIC
ALLOCATION          Allocation               a mix of stocks, bonds and money market
FUND                Fund                     securities
- -------------------------------------------------------------------------------------------------------------------------------
 
<CAPTION>
<S>                  <C>
- ------------------------------------------------------------
FIXED                --
OPTIONS
                    ------------------------------------------------------------
                     --
- -----------------------------------------------------------------------------------------------------------------------
                     SUBADVISER
- -------------------------------------------------------------------------------------------------------------------------------
INDEX                Bankers Trust
EQUITY
FUNDS
                    -----------------------------------------------------------------------------------------------------------
                     Bankers Trust
- -------------------------------------------------------------------------------------------------------------------------------
ACTIVELY             T. Rowe Price
MANAGED
                    -----------------------------------------------------------------------------------------------------------
EQUITY               N/A
FUNDS
- -------------------------------------------------------------------------------------------------------------------------------
INCOME               N/A
FUNDS
                    -----------------------------------------------------------------------------------------------------------
                     N/A
- -------------------------------------------------------------------------------------------------------------------------------
SPECIALTY            T. Rowe Price
FUNDS
                    -----------------------------------------------------------------------------------------------------------
                     N/A
- -------------------------------------------------------------------------------------------------------------------------------
MONEY                N/A
MARKET
FUND
- -------------------------------------------------------------------------------------------------------------------------------
ASSET                N/A
ALLOCATION
FUND
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
 
 2
<PAGE>   173
 
- --------------------------------------------------------------------------------
 
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 T 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 T 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 T'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. Reductions in the account maintenance fee may be available if certain
conditions are met.
 
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 Charge." 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.
 
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.
 
SEPARATE ACCOUNT CHARGES
Depending on the Variable Account Option you choose you may incur a mortality
and expense risk fee and an administration and distribution fee computed at an
aggregate annualized rate of 0.80% during the purchase period and 1.00% during
the payout period on the average daily net asset value of VALIC Separate Account
A. Reductions in the mortality and expense risk fee and administration and
distribution fee may be available for plan types meeting certain criteria.
 
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. In addition to the
management fees, each Fund incurs other operating expenses which may vary.
 
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. In addition, the Company currently reimburses certain Divisions a
portion of the Company's administration and distribution fee for providing
Variable Account Options. Such reimbursement arrangements are voluntary. 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 T 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>   174
 
FEE TABLE
- --------------------------------------------------------------------------------
 
CONTRACT OWNER/PARTICIPANT EXPENSES(1)
 
<TABLE>
<S>                                                           <C>
  Account Maintenance Fee ($3.75 per quarter, annualized)(2)     $  15
  Maximum Surrender Charge(2)                                     5.00%
</TABLE>
 
SEPARATE ACCOUNT EXPENSES
(as a percentage of Separate Account net assets):
 
<TABLE>
<CAPTION>
                                       MORTALITY     ADMINISTRATION     SEPARATE
                                          AND             AND            ACCOUNT         TOTAL
                                      EXPENSE RISK    DISTRIBUTION       EXPENSE       SEPARATE
                FUND                     FEE(3)          FEE(3)       REIMBURSEMENT   ACCOUNT FEE
                ----                  ------------   --------------   -------------   -----------
<S>                                   <C>            <C>              <C>             <C>
AGSPC Asset Allocation                    0.25%           0.55%              --          0.80%
AGSPC Growth                              0.25            0.55               --          0.80
AGSPC Money Market                        0.25            0.55               --          0.80
AGSPC Science & Technology                0.25            0.55               --          0.80
AGSPC Small Cap Index                     0.25            0.55               --          0.80
AGSPC Social Awareness                    0.25            0.55               --          0.80
AGSPC Stock Index                         0.25            0.55               --          0.80
Scudder Growth and Income(4)              0.25            0.80            (0.25)         0.80
Vanguard Fixed Income Securities
  Fund --
  Long-Term Corporate Portfolio(5)        0.25            0.80           (0.25)          0.80
Vanguard Fixed Income Securities
  Fund --
  Long-Term U.S. Treasury
  Portfolio(5)                            0.25            0.80           (0.25)          0.80
</TABLE>
 
FUND ANNUAL EXPENSES
(as a percentage of Fund net assets):
 
<TABLE>
<CAPTION>
                                                     MANAGEMENT        OTHER      TOTAL FUND
                       FUND                             FEES        EXPENSES(6)    EXPENSES
                       ----                          ----------     -----------   ----------
<S>                                                  <C>            <C>           <C>
AGSPC Asset Allocation(7)                               0.50%          0.07%         0.57%
AGSPC Growth                                            0.80           0.06          0.86
AGSPC Money Market                                      0.50           0.07          0.57
AGSPC Science & Technology                              0.90           0.06          0.96
AGSPC Small Cap Index                                   0.35           0.06          0.41
AGSPC Social Awareness                                  0.50           0.06          0.56
AGSPC Stock Index                                       0.27           0.07          0.34
Scudder Growth and Income                               0.46           0.30          0.76
Vanguard Fixed Income Securities Fund -- Long-Term
  Corporate Portfolio                                   0.03           0.29          0.32
Vanguard Fixed Income Securities Fund -- Long-Term
  U.S. Treasury Portfolio                               0.01           0.26          0.27
</TABLE>
 
                            See footnotes on page 6.
 
 4
<PAGE>   175
 
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 T 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 Asset Allocation Division 5                 $14      $ 43      $ 75       $165
AGSPC Growth Division 15                           17        52        90        197
AGSPC Money Market Division 6                      14        43        75        165
AGSPC Science & Technology Division 17             18        55        96        208
AGSPC Small Cap Index Division 14                  12        38        67        147
AGSPC Social Awareness Division 12                 14        43        75        164
AGSPC Stock Index Division 10                      12        36        63        139
Scudder Growth and Income Division 21              16        49        85        186
Vanguard Fixed Income Securities
  Fund -- Long-Term Corporate Portfolio Division
  22                                               11        36        62        137
Vanguard Fixed Income Securities
  Fund -- Long-Term U.S. Treasury Portfolio
  Division 23                                      11        34        59        131
</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 T 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 Asset Allocation Division 5                 $15      $ 45      $ 78       $171
AGSPC Growth Division 15                           17        54        93        203
AGSPC Money Market Division 6                      15        45        78        171
AGSPC Science & Technology Division 17             18        57        98        214
AGSPC Small Cap Index Division 14                  13        40        70        153
AGSPC Social Awareness Division 12                 14        45        78        170
AGSPC Stock Index Division 10                      12        38        66        145
Scudder Growth and Income Division 21              16        51        88        192
Vanguard Fixed Income Securities
  Fund -- Long-Term Corporate Portfolio Division
  22                                               12        37        65        143
Vanguard Fixed Income Securities
  Fund -- Long-Term U.S. Treasury Portfolio
  Division 23                                      11        36        62        137
</TABLE>
 
                                                                               5
<PAGE>   176
 
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 T 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 Asset Allocation Division 5                     $61      $ 95      $128       $171
AGSPC Growth Division 15                               64       104       143        203
AGSPC Money Market Division 6                          61        95       128        171
AGSPC Science & Technology Division 17                 65       107       148        214
AGSPC Small Cap Index Division 14                      60        90       120        153
AGSPC Social Awareness Division 12                     61        95       128        170
AGSPC Stock Index Division 10                          59        88       116        145
Scudder Growth and Income Division 21                  63       101       138        192
Vanguard Fixed Income Securities Fund --
  Long-Term Corporate Portfolio Division 22            59        87       115        143
Vanguard Fixed Income Securities Fund -- Long-Term
  U.S. Treasury Portfolio Division 23                  58        86       112        137
</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, Surrender, Mortality and Expense Risk Fee or Administration
    and Distribution Fee Charges" and "Exceptions to Surrender Charge" in this
    prospectus.
 
(3) The mortality and expense risk fee and administration and distribution fee
    reflected in the Fee Table is deducted during the Purchase Period. The
    mortality and expense risk fee and administration and distribution fee
    deducted during the Payout Period is computed at an annualized rate of
    1.00%, depending upon the Variable Account Option selected.
 
(4) For Scudder Growth and Income Fund the Total Separate Account Fee equals the
    VALIC Separate Account A mortality and expense risk fee plus the
    administration and distribution fee reduced by the Separate Account Expense
    Reimbursement. Pursuant to the Separate Account Expense Reimbursement the
    Company's charges to this Division is reduced by an amount equal to payments
    (0.25%) from the underlying Fund and/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.
 
(5) For these Funds the Total Separate Account Fee equals the VALIC Separate
    Account mortality and expense risk fee plus the administration and
    distribution fee reduced by the Separate Account Expense Reimbursement. The
    Separate Account Expense Reimbursement reflects a voluntary expense
    reimbursement made by the Company, effective May 1, 1998, directly to the
    Division which may be terminated by the Company at any time without notice.
 
(6) OTHER EXPENSES includes custody, accounting, reports to shareholders, audit,
    legal and other miscellaneous expenses. See each Fund's prospectus for a
    detailed explanation of these fees.
 
(7) The AGSPC Asset Allocation Fund was formerly known as the Timed Opportunity
    Fund.
 
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>   177
 
Selected Purchase Unit Data
- --------------------------------------------------------------------------------
 
Portfolio Director T is a new variable annuity product; therefore, there is no
Selected Purchase Unit Data available at this time.
 
                                                                               7
<PAGE>   178
 
- --------------------------------------------------------------------------------
 
ABOUT PORTFOLIO DIRECTOR T
 
Portfolio Director T 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 T can come from different sources, like
payroll deductions or money transfers. Your retirement savings process with
Portfolio Director T will involve two stages: the Purchase Period; and the
Payout Period. The first is when you make contributions into Portfolio Director
T 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 T.
 
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 T. 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 T'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 T. 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." Ten Divisions
are available and represent the Variable Account Options in Portfolio Director
T. Each of these Divisions invests in a different Mutual Fund made available
through Portfolio Director T. 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 T. 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 T, VALIC Separate Account A may not be charged with the
liabilities of any other VALIC operation. As stated in Portfolio Director T, the
Texas Insurance Code requires that the assets of VALIC Separate Account A
attributable to Portfolio Director T be held exclusively for the benefit of the
contract owner, participants, annuitants, and beneficiaries of Portfolio
Director T. 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.
 
All inquiries regarding
PORTFOLIO DIRECTOR T
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
 
 8
<PAGE>   179
 
VARIABLE ACCOUNT OPTIONS
- --------------------------------------------------------------------------------
 
Portfolio Director T enables you to participate in Divisions that represent ten
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. Three of the Mutual Funds are also
available to the general public. These mutual funds serve as the investment
vehicles for Portfolio Director T and include:
 
- - American General Series Portfolio
  Company (AGSPC) -- offers 7 funds, for which VALIC serves as investment
  adviser.
 
- - Scudder Kemper Investments, Inc. -- offers 1 fund for which Scudder Kemper
  Investments, Inc. serves as investment adviser.
 
- - The Vanguard Group Inc. -- offers 2 funds for which Vanguard Fixed Income
  Group serves as investment adviser.
 
Each of these Funds 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 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 fees plus administration and distribution fees 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 in the graphs shown reflect
Separate Account performance based on the performance of the underlying Fund for
the last 10 fiscal years or, since inception of the underlying Fund if for less
than 10 years. The returns shown in the tables reflect the historical
performance of each Fund based on investment in a hypothetical Contract from the
date of the Fund's inception. The actual performance of each Fund has been
reduced by Separate Account fees that would have been incurred under the
Contract. Investment return and principal value will fluctuate with market
conditions, and for foreign investments, currencies and the economic and
political climates of the countries where investments are made. Past performance
cannot predict or guarantee future results.
 
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 T.
Investment returns on
Variable Account
Options may be positive
or negative depending on
the investment
performance of the
underlying Mutual Fund.
 
                                                                               9
<PAGE>   180
 
AGSPC
ASSET ALLOCATION 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, 1988        $ Value
- -------------------------   --------
<S>                         <C>
        01/01/88            $10,000
        12/31/88             10,885
        12/31/89             12,631
        12/31/90             12,228
        12/31/91             14,719
        12/31/92             14,496
        12/31/93             15,714
        12/31/94             15,385
        12/31/95             19,045
        12/31/96             20,990
        12/31/97             25,531
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
 
                                    [CHART]
 
                            PERIOD ENDED DECEMBER 31
 
* The AGSPC Asset Allocation Fund was formerly known as the Timed Opportunity
  Fund.
 
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
- -------------------------   -------
<S>                         <C>
        04/29/94            $10,000
        12/31/94             10,032
        12/31/95             14,715
        12/31/96             17,425
        12/31/97             20,916
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 29, 1994
 
                                    [CHART]
 
                            PERIOD ENDED DECEMBER 31
 
 10
<PAGE>   181
 
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, 1988        $ Value
- -------------------------   -------
<S>                         <C>
        01/01/88            $10,000
        12/31/88             10,593
        12/31/89             11,455
        12/31/90             12,263
        12/31/91             12,839
        12/31/92             13,151
        12/31/93             13,397
        12/31/94             13,795
        12/31/95             14,445
        12/31/96             15,049
        12/31/97             15,702
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
 
                                    [CHART]
 
                            PERIOD ENDED DECEMBER 31
 
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
- -------------------------   -------
<S>                         <C>
        04/29/94            $10,000
        12/31/94             12,494
        12/31/95             20,036
        12/31/96             22,623
        12/31/97             23,023
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 29, 1994
 
                                    [CHART]
 
                            PERIOD ENDED DECEMBER 31
 
                                                                              11
<PAGE>   182
 
AGSPC
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
- -------------------------   -------
<S>                         <C>
        05/01/92            $10,000
        12/31/92             11,143
        12/31/93             12,814
        12/31/94             12,288
        12/31/95             15,562
        12/31/96             18,020
        12/31/97             21,532
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                      STIPULATED PAYMENT MADE MAY 1, 1992
 
                                    [CHART]
 
                            PERIOD ENDED DECEMBER 31
 
* 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.
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
- -------------------------   -------
<S>                         <C>
10/02/89                    $10,000
12/31/89                     10,105
12/31/90                      9,901
12/31/91                     12,562
12/31/92                     12,878
12/31/93                     13,786
12/31/94                     13,479
12/31/95                     18,580
12/31/96                     22,853
12/31/97                     30,345
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE OCTOBER 2, 1989
 
                                    [CHART]
 
                            PERIOD ENDED DECEMBER 31
 
 12
<PAGE>   183
 
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
     January 1, 1988        $ Value
- -------------------------   -------
<S>                         <C>
01/01/88                    $10,000
12/31/88                     11,336
12/31/89                     14,525
12/31/90                     13,852
12/31/91                     17,724
12/31/92                     18,751
12/31/93                     20,439
12/31/94                     20,418
12/31/95                     27,812
12/31/96                     33,865
12/31/97                     44,712
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
 
                                    [CHART]
                            PERIOD ENDED DECEMBER 31
 
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, 1988        $ Value
- -------------------------   -------
<S>                         <C>
01/01/88                    $10,000
12/31/88                     11,085
12/31/89                     13,862
12/31/90                     13,399
12/31/91                     16,995
12/31/92                     18,425
12/31/93                     21,078
12/31/94                     21,402
12/31/95                     27,783
12/31/96                     33,580
12/31/97                     43,335
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
 
[CHART]
                            PERIOD ENDED DECEMBER 31
 
 * "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>   184
 
VANGUARD FIXED
INCOME SECURITIES
FUND -- LONG-TERM
CORPORATE PORTFOLIO
Institutional Class Shares
(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 bonds.
 
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     January 1, 1988        $ Value
- -------------------------   -------
<S>                         <C>
01/01/88                    $10,000
12/31/88                     10,856
12/31/89                     12,374
12/31/90                     13,007
12/31/91                     15,563
12/31/92                     16,907
12/31/93                     19,157
12/31/94                     17,956
12/31/95                     22,460
12/31/96                     22,343
12/31/97                     25,145
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
 
                                    [CHART]
 
                            PERIOD ENDED DECEMBER 31
 
VANGUARD FIXED
INCOME SECURITIES
FUND -- LONG-TERM
U.S. TREASURY PORTFOLIO
Institutional Class Shares
(Division 23)
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks high level of current income consistent with the maintenance of principal
and liquidity. The Portfolio invests primarily in long-term U.S. Treasury
securities backed by the full faith and credit of the U.S. Government. 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, 1988        $ Value
- -------------------------   -------
<S>                         <C>
01/01/88                    $10,000
12/31/88                     10,802
12/31/89                     12,608
12/31/90                     13,199
12/31/91                     15,339
12/31/92                     16,304
12/31/93                     18,844
12/31/94                     17,337
12/31/95                     22,323
12/31/96                     21,679
12/31/97                     24,425
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
 
                                    [CHART]
                            PERIOD ENDED DECEMBER 31
 
 14
<PAGE>   185
 
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 T 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 T 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 is accompanied by 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 establish a
permanent 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 T.
 
For more information as to
how PURCHASE UNIT VALUES
are calculated, see the
Statement of Additional
Information.
 
                                                                              15
<PAGE>   186
 
- --------------------------------------------------------------------------------
 
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 12 investment options offered in Portfolio Director T. This includes 2
Fixed Account Options and 10 Variable Account Options. Unless provided
otherwise, you
may select and combine up to 7 of the 10 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 T 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 T 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.
 
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.
 
 16
<PAGE>   187
 
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 T 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 T'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 T'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.
 
                                                                              17
<PAGE>   188
 
FEES AND CHARGES
- --------------------------------------------------------------------------------
 
By investing in Portfolio Director T, you may be subject to six basic types of
fees and charges:
 
- - Account Maintenance Fee
- - Surrender Charge
- - 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 T 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, Surrender, Mortality and Expense Risk Fee or
Administration and Distribution Fee 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 CHARGE
 
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 CHARGE
 
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 CHARGE
 
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.
 
 18
<PAGE>   189
 
- --------------------------------------------------------------------------------
 
- - 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; or
 
- - 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 charge may be reduced or waived if Portfolio Director T 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 a surrender charge may be reduced or
waived, see the "Reduction or Waiver of Account Maintenance Fee, Surrender,
Mortality and Expense Risk Fee or Administration and Distribution Fee 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 fee and an administration and
distribution fee applied to VALIC Separate Account A. This is a daily charge at
an aggregate annualized rate of 0.80% during the Purchase Period and 1.00%
during the Payout Period 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 fee 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 T, no matter how large the cost
may be.
 
The Company may make a profit on the mortality and expense risk fee and on the
administration and distribution fee.
 
The administration and distribution fee is to reimburse the Company for our
administrative expenses for providing Variable Account Options. This includes
the expense of administration and marketing (including but not limited to
enrollment, participant communication and education).
 
For more information about the mortality and expense risk fee, and
administration and distribution fee see the Fee Table in this prospectus.
 
The mortality and expense risk fee or administration and distribution fee may be
reduced or waived if issued to certain types of plans that are expected to
result in lower costs to VALIC. To learn more about how we determine if the
mortality and expense risk fee or administration and distribution fee may be
reduced or waived, see the "Reduction or Waiver of Account Maintenance Fee,
Surrender, Mortality and Expense Risk Fee or Administration and Distribution Fee
Charges" section of this prospectus.
 
FUND ANNUAL EXPENSE CHARGES
 
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.
 
                                                                              19
<PAGE>   190
 
- --------------------------------------------------------------------------------
 
REDUCTION OR WAIVER OF ACCOUNT
MAINTENANCE FEE, SURRENDER,
MORTALITY AND EXPENSE RISK FEE OR ADMINISTRATION AND DISTRIBUTION FEE CHARGES
 
We may, as described below, determine that the account maintenance fee,
surrender charges, mortality and expense risk fee or administration and
distribution fee for Portfolio Director T 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:
 
  -  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.
 
  - Other factors of which we are not presently aware which could reduce
    administrative costs.
 
  We review the following additional factors to determine whether we can reduce
  or waive account maintenance fees:
 
  - 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.
 
We review to following additional factors to determine whether we can reduce or
waive surrender charges:
 
  - 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 use of mass enrollment or related administrative tasks performed by your
    employer for your retirement program.
 
  We review the following additional factors to determine whether we can reduce
  or waive the mortality and expense fee or administration and distribution fee:
 
  - The frequency of Purchase Payments for your retirement program.
 
  - The size of your retirement program.
 
  - The amount of your retirement program's periodic purchase payment.
 
  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. In addition, the Company currently reimburses certain Divisions a
  portion of the Company's administration and distribution fee. Such
  reimbursement arrangements are involuntary. See the Fee Table in this
  prospectus for an identification of those Funds for which a reimbursement
  applies.
 
 20
<PAGE>   191
 
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).
 
                                                                              21
<PAGE>   192
 
- --------------------------------------------------------------------------------
 
    - 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. 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.
 
For more information about
PAYOUT OPTIONS OR
ENHANCEMENTS
of those Payout Options
available under the Contract,
see the "Statement of
Additional Information".
 
 22
<PAGE>   193
 
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>
<S>                    <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
Generally, Internal Revenue Code Section 403(b)(11) permits total or partial
distributions from a 403(b) contract only on account of hardship (employee
contributions only without accrued interest), attainment of age 59 1/2,
separation from service, death or disability.
 
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>
<S>                    <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 T. 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
 
                                                                              23
<PAGE>   194
 
- --------------------------------------------------------------------------------
 
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.
 
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 T 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 and in the Statement of Additional
Information.
 
 24
<PAGE>   195
 
EXCHANGE PRIVILEGE
- --------------------------------------------------------------------------------
 
We issue other fixed and/or variable annuity contracts (other contracts) in
addition to Portfolio Director T. These other contracts are listed below. We
will allow you, under certain conditions, to exchange from one of these other
contracts to Portfolio Director T. This exchange privilege will be available
only to other contracts purchased through your employer-sponsored retirement
plan and 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 T to other contract forms are not
    permitted. (Exchanges between Portfolio Director T and other contracts in
    the Portfolio Director series of annuities 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 T. You will be subject to all of the rules that
apply to the Fixed Account Options in Portfolio Director T. 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 T.
 
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 T.
 
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 T 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 T, 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 T 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 T.)
 
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 T 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 T 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, PORTFOLIO DIRECTOR 2 AND PORTFOLIO DIRECTOR T
 
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
 
                                                                              25
<PAGE>   196
 
- --------------------------------------------------------------------------------
 
Portfolio Director T will have the same Account Value (called Accumulation Value
in the other contracts) as the other contracts.
 
EXCHANGE OFFER FOR PORTFOLIO DIRECTOR, PORTFOLIO DIRECTOR 2 AND PORTFOLIO
DIRECTOR T
 
Subject to the restrictions stated below and the general restrictions on
exchange privileges stated above you may exchange from Portfolio Director and
Portfolio Director 2 to Portfolio Director T. You may also exchange from
Portfolio Director T to Portfolio Director 2 and Portfolio Director. Once you
have made any of the exchanges described in this paragraph you must wait 120
days before making another exchange between Portfolio Director T, Portfolio
Director and Portfolio Director 2.
 
Portfolio Director, Portfolio Director 2 and Portfolio Director T are available
to qualified contracts and certain non-qualified contracts. Portfolio Director T
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 T.
 
COMPARISON OF CONTRACTS
 
You should carefully compare the features, charges and restrictions of the other
contracts to those of Portfolio Director T. A more detailed comparison of the
features, charges, and restrictions between each above listed other contract and
Portfolio Director T is provided in the Statement of Additional Information.
Portfolio Director, Portfolio Director 2 and Portfolio Director T contain the
same provisions except as to the level of fees and 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.
 
Please refer to the prospectus and Statement of Additional Information for
Portfolio Director and the different series of Portfolio Director 2 for
information about the specific features and charges of such products.
 
Features of Portfolio Director T
 
In deciding whether you want to exercise these exchange privileges, you should
consider the following factors of Portfolio Director T.
 
  - Portfolio Director T has 3 publicly available mutual funds as investment
    options.
 
  - The Portfolio Director T 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 T has an Interest Guaranteed Death Benefit.
 
  - Portfolio Director T's Fund fees and charges are different than the other
    contracts and in some cases may be higher.
 
  - Portfolio Director T's guaranteed annuity rates and guaranteed interest
    rates may be less favorable than the other contracts.
 
 26
<PAGE>   197
 
DEATH BENEFITS
- --------------------------------------------------------------------------------
 
Portfolio Director T 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 T 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 T.
 
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.
 
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 T 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 T. Investment returns
on Variable Account Options
will be positive or negative
depending on the investment
performance of the
underlying mutual fund.
 
                                                                              27
<PAGE>   198
 
- --------------------------------------------------------------------------------
 
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 T 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.
 
 28
<PAGE>   199
 
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 T 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 T 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 T 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 T 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 T. 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 T.
 
For more information on how
TOTAL RETURN PERFORMANCE
INFORMATION is calculated,
see the Statement of
Additional Information.
 
                                                                              29
<PAGE>   200
 
- --------------------------------------------------------------------------------
 
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 T charges and fees imposed on the Division.
 
AN ASSUMED ACCOUNT VALUE OF $10,000
 
We may show annual values 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.
 
AGSPC MONEY MARKET DIVISION
 
We may advertise the AGSPC Money Market Division's Current Yield and Effective
Yield.
 
The Current Yield refers to the income produced by an investment in the AGSPC
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 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.
 
DIVISIONS OTHER THAN THE AGSPC MONEY MARKET DIVISION
 
We may advertise the standardized yield performance for each Division other than
the AGSPC 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 T 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 information presented in the following tables reflects the
performance of the underlying Fund after deduction of a mortality and expense
risk fee and administration and distribution fee at an aggregate annualized rate
of 0.80% during the Purchase Period on the daily net asset value of VALIC
Separate Account A. The exact rate depends upon the Variable Account Option
selected.
 
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.
 
 30
<PAGE>   201
 
                                                                         TABLE I
                          AVERAGE ANNUAL TOTAL RETURN
           WITH SURRENDER CHARGE AND ACCOUNT MAINTENANCE FEE IMPOSED
             (FROM UNDERLYING FUND INCEPTION TO DECEMBER 31, 1997)
 
<TABLE>
<CAPTION>
                                                         INCEPTION     SINCE
                  FUND AND DIVISION*                       DATE      INCEPTION   10 YEARS   5 YEARS   3 YEARS   1 YEAR
                  ------------------                     ---------   ---------   --------   -------   -------   ------
<S>                                                      <C>         <C>         <C>        <C>       <C>       <C>
AGSPC Asset Allocation Fund (Division 5)(1)............  09/06/83                  9.69      11.22     17.07    16.55
AGSPC Growth Fund (Division 15)........................  04/29/94      21.28         --         --     26.60    14.95
AGSPC Money Market Fund (Division 6)...................  01/16/86         --       4.49       2.61      2.76    (0.43)
AGSPC Science & Technology Fund (Division 17)..........  04/29/94      24.56         --         --     21.36    (2.88)
AGSPC Small Cap Index Fund (Division 14)...............  05/01/92      14.66         --      13.73     19.94    16.33
AGSPC Social Awareness Fund (Division 12)..............  10/02/89      14.26         --      18.06     29.96    27.69
AGSPC Stock Index Fund (Division 10)...................  04/20/87         --      16.01      18.34     28.74    26.94
Scudder Growth and Income (Division 21)(2).............  11/13/84         --      15.70      18.05     25.36    23.96
Vanguard Fixed Income Securities Fund-
  Long-Term Corporate Portfolio (Division 22)**........  07/09/73         --       9.57       7.45     10.46     7.52
Vanguard Fixed Income Securities Fund-
  Long-Term U.S. Treasury Portfolio (Division 23)**....  05/19/86         --       9.25       7.60     10.67     7.59
</TABLE>
 
- ---------------
 
 *  The Table reflects the historical performance of each Fund based on
    investment in a hypothetical Contract from the date of the Fund's inception.
    The actual performance of each Fund has been reduced by Separate Account
    fees that would have been incurred under the Contract. The Contracts offered
    by this prospectus became available for purchase on May 1, 1998.
 
 ** The performance figures for the Vanguard Fixed Income Securities
    Fund -- Long-Term Corporate Portfolio (Division 22) and the Vanguard Fixed
    Income Securities Fund -- Long-Term U.S. Treasury Portfolio (Division 23) in
    the Table do not take into account the Separate Account Reimbursement made
    by the Company directly to those Divisions. If such reimbursements were
    included, the performance figures for the Divisions would be higher.
(1) The AGSPC Asset Allocation Fund was formerly known as the Timed Opportunity
Fund.
(2) The Fund adopted its current name and objective on November 13, 1984. Its
    predecessor commenced operations on
                                                                   May 31, 1929.
                                                                        TABLE II
                          AVERAGE ANNUAL TOTAL RETURN
          WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED
             (FROM UNDERLYING FUND INCEPTION TO DECEMBER 31, 1997)
 
<TABLE>
<CAPTION>
                                                         INCEPTION     SINCE
                  FUND AND DIVISION*                       DATE      INCEPTION   10 YEARS   5 YEARS   3 YEARS   1 YEAR
                  ------------------                     ---------   ---------   --------   -------   -------   ------
<S>                                                      <C>         <C>         <C>        <C>       <C>       <C>
AGSPC Asset Allocation Fund (Division 5)...............  09/06/83         --       9.83%     11.99%    18.39%   21.64%
AGSPC Growth Fund (Division 15)........................  04/29/94      22.21         --         --     27.75    20.04
AGSPC Money Market Fund (Division 6)...................  01/16/86         --       4.62%      3.61      4.41     4.34
AGSPC Science & Technology Fund (Division 17)..........  04/29/94      25.44         --         --     22.60     1.77
AGSPC Small Cap Index Fund (Division 14)...............  05/01/92      14.47         --      14.08     20.56    19.49
AGSPC Social Awareness Fund (Division 12)..............  10/02/89      14.39         --      18.70     31.06    32.78
AGSPC Stock Index Fund (Division 10)...................  04/20/87                 16.16      18.98     29.86    32.03
Scudder Growth and Income (Division 21)(2).............  11/13/84         --      15.79      18.65     26.51    29.05
Vanguard Fixed Income Securities Fund --
  Long-Term Corporate Portfolio (Division 22)**........  07/09/73         --       9.66       8.26     11.88    12.54
Vanguard Fixed Income Securities Fund --
  Long-Term U.S. Treasury Portfolio (Division 23)**....  05/19/86         --       9.34       8.42     12.10    12.67
</TABLE>
 
- ---------------
 
*  The Table reflects the historical performance of each Fund based on
   investment in a hypothetical Contract from the date of
   the Fund's inception. The actual performance of each Fund has been reduced by
   Separate Account fees that would have
   been incurred under the Contract. The Contracts offered by this prospectus
   became available for purchase on May 1, 1998.
** The performance figures for the Vanguard Fixed Income Securities
   Fund -- Long-Term Corporate Portfolio (Division 22)
   and the Vanguard Fixed Income Securities Fund -- Long-Term U.S. Treasury
   Portfolio (Division 23) in the Table do not
   take into account the Separate Account Reimbursement made by the Company
   directly to those Divisions. If such
   reimbursements were included, the performance figures for the Divisions would
   be higher.
 
                                                                              31
<PAGE>   202
 
                                                                       TABLE III
                               CUMULATIVE RETURN
          WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED
             (FROM UNDERLYING FUND INCEPTION TO DECEMBER 31, 1997)
 
<TABLE>
<CAPTION>
                                                        INCEPTION     SINCE
                  FUND AND DIVISION*                      DATE      INCEPTION   10 YEARS   5 YEARS   3 YEARS   1 YEAR
                  ------------------                    ---------   ---------   --------   -------   -------   ------
<S>                                                     <C>         <C>         <C>        <C>       <C>       <C>
AGSPC Asset Allocation Fund (Division 5)..............  09/06/83         --      155.31%    76.13%    65.94%   21.64%
AGSPC Growth Fund (Division 15).......................  04/29/94     109.16          --        --    108.49    20.04
AGSPC Money Market Fund (Division 6)..................  01/16/86         --       57.02     19.40     13.83     4.34
AGSPC Science & Technology Fund (Division 17).........  04/29/94     130.23          --        --     84.28     1.77
AGSPC Small Cap Index Fund (Division 14)..............  05/01/92     115.32          --     93.24     75.22    19.49
AGSPC Social Awareness Fund (Division 12).............  10/02/89     203.45          --    135.63    125.12    32.78
AGSPC Stock Index Fund (Division 10)..................  04/20/87                 347.12    138.45    118.99    32.03
Scudder Growth and Income (Division 21)(2)............  11/13/84         --      333.35    135.19    102.48    29.05
Vanguard Fixed Income Securities Fund --
  Long-Term Corporate Portfolio (Division 22)**.......  07/09/73         --      151.45     48.73     40.04    12.54
Vanguard Fixed Income Securities Fund --
  Long-Term U.S. Treasury Portfolio (Division 23)**...  05/19/86         --      144.25     49.81     40.88    12.67
</TABLE>
 
- ---------------
 
*  The Table reflects the historical performance of each Fund based on
   investment in a hypothetical Contract from the date of
   the Fund's inception. The actual performance of each Fund has been reduced by
   Separate Account fees that would have
   been incurred under the Contract. The Contracts offered by this prospectus
   became available for purchase on May 1, 1998.
 
** The performance figures for the Vanguard Fixed Income Securities
   Fund -- Long-Term Corporate Portfolio (Division 22)
   and the Vanguard Fixed Income Securities Fund -- Long-Term U.S. Treasury
   Portfolio (Division 23) in the Table do not
   take into account the Separate Account Reimbursement made by the Company
   directly to those Divisions. If such
   reimbursements were included, the performance figures for the Divisions would
   be higher.
 
 32
<PAGE>   203
 
OTHER CONTRACT FEATURES
- --------------------------------------------------------------------------------
 
CHANGES THAT MAY NOT BE MADE
 
The following terms in Portfolio Director T 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 T 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.
 
                                                                              33
<PAGE>   204
 
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 T
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 T
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.
 
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.
 
 34
<PAGE>   205
 
FEDERAL TAX MATTERS
- --------------------------------------------------------------------------------
 
Portfolio Director T 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 408(b) IRA, or is instead a
nonqualified Contract. Portfolio Director T 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 deferred compensation plans of governmental and tax-exempt
    employers;
 
  - Section 408(k) simplified deferred
     compensation plans of private
     employers.
 
  - Section 408(p) SIMPLE retirement
     accounts.
 
The foregoing Contracts are "Qualified Contracts." Portfolio Director T may also
be available through a nondeductible Section 408A "Roth" individual retirement
annuity.
 
Note that the specific terms of the governing employer plan may limit rights and
options otherwise available under a Contract.
 
In addition, Portfolio Director T 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 T 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 T is offered and the previous tax characterization of the
contributions to which the distribution relates. Generally, the portion of a
distribution which is not considered a return of 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))
 
                                                                              35
<PAGE>   206
 
- --------------------------------------------------------------------------------
 
which specifically exempts these Qualified Contracts, and the IRS has no viable
legal basis or reason to apply the theory 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 T 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 risk fee and administration and distribution
fee charges (0.80% during the purchase period and 1% during the payout period)
and may also incur account maintenance 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 after-tax 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
 
 36
<PAGE>   207
 
- --------------------------------------------------------------------------------
 
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 reduces the actual amount saved in the conventional
savings account to $1,800, while the full $2,500 is contributed to 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.
 
                                                                              37
<PAGE>   208
 
YEAR 2000
- --------------------------------------------------------------------------------
 
YEAR 2000 RISKS
 
Like other insurance companies, financial and business organizations around the
world, each of the Variable Account Options and the underlying mutual funds
could be adversely affected if the computer systems used by the Company, other
service providers and entities with computer systems that are linked to the
Company's records do not properly process and calculate date-related information
and data from and after January 1, 2000. This is commonly known as the "Year
2000 Issue." The Company is taking steps that it believes are reasonably
designed to address the Year 2000 Issue with respect to the computer systems
that its uses and to obtain satisfactory assurances that comparable steps are
being taken by each of the Variable Account Options' other major service
providers. The Company expects to be substantially complete with its computer
systems projects to address year 2000 issues by the end of 1998. However, there
can be no assurance that these steps will be sufficient to avoid any adverse
impact on the Variable Account Options.
 
 38
<PAGE>   209
 
                      (This page intentionally left blank)
 
<PAGE>   210
 
                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>
 
<PAGE>   211
 
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)
 
- --------------------------------------------------------------------------------
 
   Name:                                                           G.A. #
   Address:                                                        Policy #
   Social Security Number:
- --------------------------------------------------------------------------------
 
<PAGE>   212
 
                      (This page intentionally left blank)
<PAGE>   213
 
                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...........    9
    Tax Consequences of Distributions...............   10
    Special Tax Consequences -- Early
      Distribution..................................   11
    Special Tax Consequences -- Required
      Distributions.................................   12
    Tax Free Rollovers, Transfers and Exchanges.....   13
Exchange Privilege..................................   14
    Exchanges From Portfolio Director, Exchanges
      From Portfolio Director 2.....................   14
    Exchanges From Independence Plus Contracts......   14
    Exchanges From V-Plan Contracts.................   16
    Exchanges From SA-1 and SA-2 Contracts..........   17
    Exchanges From Impact Contracts.................   18
    Exchanges From Compounder Contracts.............   19
    Information Which May Be Applicable To Any
      Exchange......................................   20
Calculation of Surrender Charge.....................   21
 Illustration of Surrender Charge on Total Surrender   21
    Illustration of Surrender Charge on a 10%
      Partial Surrender Followed by a Full
      Surrender.....................................   21
Purchase Unit Value.................................   22
    Illustration of Calculation of Purchase Unit
      Value.........................................   22
    Illustration of Purchase of Purchase Units......   22
Performance Calculations............................   22
    AGSPC Money Market Division Yields..............   22
    Calculation of Yield for AGSPC Money Market
      Division Six..................................   22
    Illustration of Calculation of Yield for AGSPC
      Money Market Division Six.....................   22
    Calculation of Effective Yield for AGSPC Money
      Market Division Six...........................   23
    Illustration of Calculation of Effective Yield
      for AGSPC Money Market Division Six...........   23
Standardized Yield for Bond Fund Divisions..........   23
    Calculation of Standardized Yield for Bond Fund
      Divisions.....................................   23
    Illustration of Calculation of Standardized
      Yield for Bond Fund Divisions.................   23
    Calculation of Average Annual Total Return......   24
Performance Information.............................   25
    Hypothetical $10,000 Account Value and
      Cumulative Return as Compared to Benchmark
      Tables........................................   25
    Performance Compared to Market Indices..........   25
    AGSPC Growth Division Fifteen Performance
      Compared to S&P 500 Index.....................   28
    AGSPC International Government Bond Division
      Thirteen Performance Compared to Salomon
      Brothers Non-U.S. Dollar World Government Bond
      Index.........................................   28
</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.........................................   29
    AGSPC Science & Technology Division Seventeen
      Performance Compared to S&P 500 Index.........   29
    AGSPC Social Awareness Division Twelve
      Performance Compared to S&P 500 Index.........   30
    AGSPC Stock Index Division Ten Performance
      Compared to S&P 500 Index.....................   30
    American Century -- Twentieth Century Ultra
      Division Thirty-one Compared to S&P 500 Index
      and NASDAQ Composite Index....................   31
    Founders Growth Division Thirty Compared to S&P
      500 Index.....................................   31
    Neuberger&Berman Guardian Trust Division
      Twenty-nine Compared to S&P 500 Index.........   32
    Putnam Global Growth Division Twenty-eight
      Compared to MCSI World Index and S&P 500
      Index.........................................   32
    Putnam New Opportunities Division Twenty-six
      Compared to S&P 500 Index.....................   33
    Putnam OTC & Emerging Growth Division Twenty-
      seven Compared to Russell 2000 Index and S&P
      500 Index.....................................   34
    Scudder Growth and Income Division Twenty-one
      Compared to S&P 500 Index.....................   34
    Templeton Foreign Division Thirty-two Compared
      to EAFE Index.................................   35
    Vanguard Fixed Income Securities
      Fund -- Long-Term Corporate Portfolio Division
      Twenty-two Compared to Merrill Lynch Corporate
      Master Index..................................   35
    Vanguard Fixed Income Securities
      Fund -- Long-Term U.S. Treasury Portfolio
      Division Twenty-three Compared to Lehman
      Brothers U.S. Treasury Long-Term Index........   36
    Vanguard/Wellington Division Twenty-five
      Compared to S&P 500 Index and Merrill Lynch
      Corporate Master Index........................   36
    Vanguard/Windsor II Division Twenty-four
      Compared to S&P 500 Index.....................   37
Payout Payments.....................................   38
    Assumed Investment Rate.........................   38
    Amount of Payout Payments.......................   38
    Payout Unit Value...............................   38
    Illustration of Calculation of Payout Unit
      Value.........................................   39
    Illustration of Payout Payments.................   39
Distribution of Variable Annuity Contracts..........   40
Experts.............................................   40
Comments on Financial Statements....................   41
</TABLE>
 
<PAGE>   214
 
                      (This page intentionally left blank)
<PAGE>   215
 
================================================================================
 
                 FOR ADDITIONAL INFORMATION ABOUT THE CONTRACTS
                     CONTACT YOUR NEAREST REGIONAL OFFICE:
 
3535 Grandview Parkway
Suite 200
Birmingham, AL 35243
(205) 967-8955
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
(650) 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 1900
Chicago, IL 60606
(312) 368-1001
11711 N. Meridian St.
Suite 300
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
(248) 641-0022
8500 Normandale Lake Blvd.
Suite 750
Bloomington, MN 55437
(612) 893-1099
4266 Interstate 55N
Suite 108
Jackson, MS 39211
(601) 981-5801
410 Amherst Street
Suite 250
Nashua, NH 03063
(603) 883-3840
90 Woodbridge Ctr. Dr.
Suite 300
Woodbridge, NJ 07095
(732) 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
Two International Plaza
Suite 601
Nashville, TN 37217
(615) 254-4822
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-six branch offices located throughout the
                                    country.
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
                    2929 ALLEN PARKWAY, HOUSTON, TEXAS 77019
                                 1-800-44-VALIC
      FOR UNIT VALUE INFORMATION CALL: 1-800-42-VALIC & TDD 1-800-24-VALIC
             FOR ASSET TRANSFERS BY TELEPHONE CALL: 1-800-621-7792
                               TDD 1-800-35-VALIC
                           EASYACCESS 1-800-42-VALIC
                         TDD EASYACCESS 1-800-24-VALIC
 
================================================================================
    
<PAGE>   216
   
 
            SUPPLEMENT DATED MAY 1, 1998 TO STATEMENT OF ADDITIONAL
                         INFORMATION DATED MAY 1, 1998
 
                  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 TO 2.12,
                           SERIES 2.1.20 TO 2.12.20,
                            SERIES 2.1.40 TO 2.12.40
 
The Statement of Additional Information ("SAI") has been amended as described
below to reflect the availability of the AGSPC Asset Allocation Division Five
and the AGSPC Small Cap Index Division Fourteen as investment options under
Certain Contracts.
 
The following paragraph has been added as the first paragraph to the section of
the SAI entitled "Performance Compared to Market Indices."
 
    The performance of AGSPC Asset Allocation Division Five may be compared to a
    benchmark comprised of a weighted average of three market sectors in which
    the Division, through the AGSPC Asset Allocation Fund, will invest. The base
    allocation is: 55% in equity securities, 35% in intermediate or long-term
    debt securities and 10% in money market or short-term debt securities. The
    Division's actual asset allocation is determined daily by the Bankers Trust
    Asset Allocation Model. The performance of the equity securities sector of
    the Division may be compared to the S&P 500(R)** 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.
- ---------------
 
** "Standard & Poor's(R)," "S&P(R)," "S&P 500(R)," and "S&P MidCap 400(R)" are
   trademarks of Standard & Poor's ("S&P"). The AGSPC Asset Allocation Fund, the
   AGSPC MidCap Index Fund and the AGSPC Stock Index Fund are not sponsored,
   endorsed, sold or promoted by S&P and S&P makes no representation regarding
   the advisability of investing in these Funds.
<PAGE>   217
 
The following paragraph replaces the sixth paragraph in the section of the SAI
entitled "Performance Compared to Market Indices."
 
    The performance of the AGSPC Small Cap Index Division Fourteen and the
    Putnam OTC & Emerging Growth Division Twenty-seven 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 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.
 
The following tables showing the Hypothetical $10,000 Account Value and
Cumulative Return of the AGSPC Asset Allocation Division Five and the AGSPC
Small Cap Index Division Fourteen have been added to the section of the SAI
entitled "Performance Information."
 
AGSPC Asset Allocation* 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>
                           ASSET ALLOCATION                               S&P 500     BLENDED
                            DIVISION FIVE                                  INDEX      INDEX**
- ----------------------------------------------------------------------    -------     -------
<S>                                                           <C>         <C>         <C>
01/1/88.....................................................  $10,000     $10,000     $10,000
12/31/88....................................................   10,885      11,661      11,257
12/31/89....................................................   12,631      15,356      13,858
12/31/90....................................................   12,228      14,879      14,164
12/31/91....................................................   14,719      19,412      17,401
12/31/92....................................................   14,496      20,891      18,663
12/31/93....................................................   15,714      22,997      20,473
12/31/94....................................................   15,385      23,300      20,472
12/31/95....................................................   19,045      32,056      26,080
12/31/96....................................................   20,990      39,419      29,688
12/31/97....................................................   25,531      52,569      36,201
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                        (PERIOD ENDED DECEMBER 31, 1997)
 
<TABLE>
<CAPTION>
                                                               10 YEARS   5 YEARS    3 YEARS     1 YEAR
                                                               --------   -------    -------     ------
<S>                                                            <C>        <C>        <C>        <C>
Investment Division
     AGSPC Asset Allocation Division Five...................    155.31%     76.13%     65.94%     21.64%
Benchmark Comparison
     S&P 500 Index..........................................    425.69%    151.63%    125.62%     33.36%
     Blended Index*.........................................    262.01%     93.97%     76.83%     21.94%
</TABLE>
 
- ---------------
 
 * The AGSPC Asset Allocation Fund was formerly known as the Timed Opportunity
   Fund.
 
** 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.
<PAGE>   218
 
AGSPC 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....................................................         11,143                   11,416
12/31/93....................................................         12,814                   13,571
12/31/94....................................................         12,288                   13,324
12/31/95....................................................         15,562                   17,114
12/31/96....................................................         18,020                   19,937
12/31/97....................................................         21,532                   24,396
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                        (PERIOD ENDED DECEMBER 31, 1997)
 
<TABLE>
<CAPTION>
                                                                SINCE
                                                              INCEPTION*     5 YEARS      3 YEARS       1 YEAR
                                                              ----------     -------      -------       ------
<S>                                                           <C>            <C>          <C>          <C>
Investment Division
     AGSPC Small Cap Index Division Fourteen................    115.32%       93.24%       75.22%       19.49%
Benchmark Comparison
     Russell 2000...........................................    143.96%      113.70%       83.10%       22.36%
</TABLE>
 
- ---------------
 
* This Division was initiated May 1, 1992.
    
<PAGE>   219
 
                  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 TO 2.12,
                            SERIES 2.1.20 TO 2.12.20
                          AND SERIES 2.1.40 TO 2.12.40
 
      --------------------------------------------------------------------
 
                      STATEMENT OF ADDITIONAL INFORMATION
      --------------------------------------------------------------------
 
                                FORM N-4 PART B
   
                                  MAY 1, 1998
    
 
   
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, 1998 ("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>   220
 
                               TABLE OF CONTENTS
 
   
<TABLE>
<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.....................    9
  Tax Consequences of Distributions.........................   10
  Special Tax Consequences -- Early Distribution............   11
  Special Tax Consequences -- Required Distributions........   12
  Tax Free Rollovers, Transfers and Exchanges...............   13
Exchange Privilege..........................................   14
  Exchanges from Portfolio Director, Exchanges from
     Portfolio Director 2...................................   14
  Exchanges From Independence Plus Contracts................   14
  Exchanges From V-Plan Contracts...........................   16
  Exchanges From SA-1 and SA-2 Contracts....................   17
  Exchanges From Impact Contracts...........................   18
  Exchanges From Compounder Contracts.......................   19
  Information Which May Be Applicable To Any Exchange.......   20
Calculation of Surrender Charge.............................   21
  Illustration of Surrender Charge on Total Surrender.......   21
  Illustration of Surrender Charge on a 10% Partial
     Surrender Followed by a Full Surrender.................   21
Purchase Unit Value.........................................   22
  Illustration of Calculation of Purchase Unit Value........   22
  Illustration of Purchase of Purchase Units................   22
Performance Calculations....................................   22
  AGSPC Money Market Division Yields........................   22
  Calculation of Current Yield for AGSPC Money Market
     Division Six...........................................   22
  Illustration of Calculation of Current Yield for AGSPC
     Money Market Division Six..............................   22
  Calculation of Effective Yield for AGSPC Money Market
     Division Six...........................................   23
  Illustration of Calculation of Effective Yield for AGSPC
     Money Market Division Six..............................   23
Standardized Yield for Bond Fund Divisions..................   23
  Calculation of Standardized Yield for Bond Fund
     Divisions..............................................   23
  Illustration of Calculation of Standardized Yield for Bond
     Fund Divisions.........................................   23
  Calculation of Average Annual Total Return................   24
Performance Information.....................................   25
  Hypothetical $10,000 Account Value and Cumulative Return
     as Compared to
     Benchmark Tables.......................................   25
  Performance Compared to Market Indices....................   25
  AGSPC Growth Division Fifteen Performance Compared to S&P
     500 Index..............................................   28
  AGSPC International Government Bond Division Thirteen
     Performance Compared to Salomon Brothers Non-U.S.
     Dollar World Government Bond Index.....................   28
  AGSPC Money Market Division Six Performance Compared to
     Certificate of Deposit Primary Offering by New York
     City Banks, 30 Day Index (Primary CD Index)............   29
  AGSPC Science & Technology Division Seventeen Performance
     Compared to S&P 500 Index..............................   29
  AGSPC Social Awareness Division Twelve Performance
     Compared to S&P 500 Index..............................   30
  AGSPC Stock Index Division Ten Performance Compared to S&P
     500 Index..............................................   30
  American Century -- Twentieth Century Ultra Division
     Thirty-One Performance Compared to S&P 500 Index and
     NASDAQ Composite Index.................................   31
  Founders Growth Division Thirty Performance Compared to
     S&P 500 Index..........................................   31
  Neuberger&Berman Guardian Trust Division Twenty-Nine
     Performance Compared to S&P 500 Index..................   32
</TABLE>
    
 
                                        2
<PAGE>   221
   
<TABLE>
<S>                                                           <C>
  Putnam Global Growth Division Twenty-Eight Performance
     Compared to MSCI World Index and S&P 500 Index.........   32
  Putnam New Opportunities Division Twenty-Six Performance
     Compared to S&P 500 Index..............................   33
  Putnam OTC & Emerging Growth Division Twenty-Seven
     Performance Compared to Russell 2000 Index and S&P 500
     Index..................................................   34
  Scudder Growth and Income Division Twenty-One Performance
     Compared to S&P 500 Index..............................   34
  Templeton Foreign Division Thirty-Two Performance Compared
     to EAFE Index..........................................   35
  Vanguard Fixed Income Securities Fund -- Long-Term
     Corporate Portfolio Division Twenty-Two Performance
     Compared to Merrill Lynch Corporate Master Index.......   35
  Vanguard Fixed Income Securities Fund -- Long-Term U.S.
     Treasury Portfolio Division Twenty-Three Performance
     Compared to Lehman Brothers U.S. Treasury Long-Term
     Index..................................................   36
  Vanguard/Wellington Division Twenty-Five Performance
     Compared to S&P 500 Index and Merrill Lynch Corporate
     Master Index...........................................   36
  Vanguard/Windsor II Division Twenty-Four Performance
     Compared to S&P 500 Index..............................   37
Payout Payments.............................................   38
  Assumed Investment Rate...................................   38
  Amount of Payout Payments.................................   38
  Payout Unit Value.........................................   38
  Illustration of Calculation of Payout Unit Value..........   39
  Illustration of Payout Payments...........................   39
Distribution of Variable Annuity Contracts..................   40
Experts.....................................................   40
Comments on Financial Statements............................   41
</TABLE>
    
 
                                        3
<PAGE>   222
 
                              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
$3.4 billion as of December 31, 1997. The number of aggregate participant
accounts has increased from 155,000 accounts in 1980 to more than 1,739,191
accounts as of December 31, 1997. The number of employer groups which have
purchased Contracts has increased by 178 percent in the past ten years to more
than 26,392 as of December 31, 1997. As of December 31, 1997, 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, 1997 the Company's assets totaled more than $33
billion.
    
 
     The Company's growth can also be reviewed by examining each market segment
the Company targets.
 
   
     As of December 31, 1997, the Company was marketing Contracts in more than
9,795 public and private, primary and secondary schools with more than 464,729
participant accounts for employees in public and private schools nationwide.
From December 31, 1986 to December 31, 1997, the cash value of investments in
these Contracts has increased by 291 percent while the number of public and
private school groups in these Contracts increased 104 percent and the number of
participant accounts in these Contracts increased by 115 percent.
    
 
   
     The Company has also increased its marketing efforts to colleges and
universities. From December 31, 1987 to December 31, 1997, the number of
colleges and universities which allow the Company to market Contracts to its
faculty and staff members has increased 176 percent and for the same period the
number of participant accounts has increased 141 percent. For the same time
period cash values for participants have increased 315 percent. As of December
31, 1997, more than 33 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, 1987 to December 31, 1997
Contract cash values have increased 795 percent. During the same period the
number of health care groups that have purchased these Contracts increased 290
percent and the number of participant accounts increased 290 percent.
    
 
   
     The Company has also experienced growth in contracts sold to state and
local governmental groups. From December 31, 1986 to December 31, 1997, Contract
cash values for participants in these groups have increased 371 percent. For the
same period the number of participant accounts for individuals in these groups
in these Contracts increased 233 percent and the number of employer groups has
increased 371 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 29 states to sponsor ORPs with multiple
carriers, as of December 31, 1997. From December 31, 1992 to December 31, 1997,
in these ORPs the number of participant accounts increased 105 percent and cash
values increased 153 percent to more than $2.3 billion dollars.
    
 
     The Company may, from time to time, refer to a general investment strategy
known as indexing. Several of the Divisions employ this investment strategy. The
Company may compare the performance of these Divisions to the S&P 500 Index, S&P
MidCap 400 Index, Russell 2000 Index, Morgan
 
                                        4
<PAGE>   223
 
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 Planning 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; and (6) 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, Morningstar, Inc. 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
categories, such as stocks, bonds, cash equivalents, etc. The Company may also
discuss investment volatility (standard deviation) including the range of
returns for different asset categories and classes over different time horizons,
and the correlation between the returns of different asset categories and
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 American Century Investment
Management, Inc. (ACIM) as investment adviser to the American
Century -- Twentieth Century Ultra Fund (underlying Division Thirty-one). The
nation's fourth-largest family of direct-marketed, no-load mutual funds,
American Century also represents the 15th-largest family of funds overall.
American Century offers nearly 70 no-load funds and manages assets for more than
2 million investors. ACIM, or its predecessor, has been providing investment
advisory services to American Century since its founding in 1958. ACIM was
formerly known as Investors Research Corporation. American Century, as of
December 31, 1997, had more than $61 billion of assets under management.
    
 
   
     The Company may, from time-to-time refer to Founders Asset Management, LLC
(FAM) as investment adviser to Founders Growth Fund (under-
    
 
                                        5
<PAGE>   224
 
   
lying Division Thirty). FAM and its predecessor companies have been offering
tools to help investors pursue their financial goals since 1938. FAM offers a
range of no-load mutual funds, sub-advisory services and separately managed
accounts matched to specific client needs. FAM has established a growth-style
management investment process which is consistent throughout all portfolios. The
FAM story includes themes of teamwork, experience and strong historical results.
These themes weave together into a number of unique products and services which
may be suitable for institutions and individuals. FAM, as of December 31, 1997,
had over $6 billion of assets under management.
    
 
   
     The Company may, from time to time, refer to Neuberger&Berman Management
Inc. (N&B Management) as investment manager to the Portfolio in which
Neuberger&Berman Guardian Trust (underlying Division Twenty-nine) invests. In
1939, Roy Neuberger established Neuberger&Berman, LLC, which was then a
partnership to manage equity portfolios for individual investors. In 1950, he
introduced one of the first no-load mutual funds, Guardian Mutual Fund. N&B
Management, an affiliate of Neuberger&Berman, LLC, was later established and now
manages a family of mutual funds. N&B Management follows a value approach for
Neuberger&Berman Guardian Trust which is intended to provide solid performance
in good markets and minimize losses when conditions are less favorable. N&B
Management, as of December 31, 1997, had approximately $21.2 billion of assets
under management.
    
 
   
     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 is one of the nation's oldest and largest investment
complexes, managing more than 90 different funds and serving more than 9 million
shareholder accounts. For the past seven years, PIM and its affiliates have been
rated among the top service providers in the nation, according to DALBAR
Financial Services, which monitors and evaluates the quality of service provided
by virtually every mutual fund family. PIM credits its strength in the financial
industry to its highly diversified product line, professional portfolio
management and award-winning service. Including institutional accounts, PIM and
its affiliates, as of December 31, 1997, had approximately $240 billion of
assets under management.
    
 
   
     The Company may, from time to time refer to Scudder Kemper Investments,
Inc. ("Scudder Kemper") as investment adviser to the Scudder Growth and Income
Fund. Scudder Kemper, is one of the largest and most experienced investment
management organizations worldwide, managing assets globally for mutual fund
investors, retirement and pension plans, institutional and corporate clients,
insurance companies and private family and individual accounts. It is a member
of the Zurich Group, an internationally recognized leader in financial services,
which includes property/casualty and life insurance, reinsurance and asset
management. Scudder Kemper, as of January 1, 1998, had more than $200 billion in
assets under management.
    
 
   
     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). For more than 40 years, the Templeton organization has
been a leading global investment management company with offices in the U.S.,
Australia, Bahamas, Canada, Hong Kong, Luxembourg, Singapore, Russia, Scotland
and Germany. Templeton is a member of the $221 billion Franklin Templeton Group
with over 6 million individual and institutional accounts. The Franklin
Templeton Group provides investment management and advisory services to a
world-wide client base and maintains a disciplined, long-term approach to
value-oriented global and international investing. Templeton, as of December 31,
1997, had more than $94 billion in assets under management.
    
 
   
     Since its founding in 1974, Vanguard has emerged as one of America's
largest mutual fund organizations. Today Vanguard provides competitive
investment performance, a diversity of fund alternatives and the lowest possible
fund operating expenses to nearly 9 million shareholders. Vanguard, as of
December 31, 1997, had more than $330 billion of assets under management.
    
 
     The Company may, from time to time, refer to the Wellington Management
Company, LLP (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
                                        6
<PAGE>   225
 
   
provides investment services to investment companies, institutions and
individuals.
    
 
   
     The Company may, from time to time, refer to Vanguard Fixed Income Group
(VFIG) as investment adviser to the Vanguard Fixed Income Securities
Fund -- Long-Term U.S. Treasury Portfolio (underlying Division Twenty-three).
VFIG provides investment advisory services to more than 39 Vanguard money market
and bond portfolios.
    
 
   
     The Company may, from time to time, refer to Barrow, Hanley, Mewhinney &
Strauss, Inc., Equinox Capital Management, Inc., Tukman Capital Management, Inc.
and Vanguard Core Management Group. 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. Equinox Capital Management, Inc., a
Delaware corporation, Tukman Capital Management, Inc., a Maryland corporation,
and Vanguard Core Management Group manage the investment and reinvestment of a
portion of the equity allocation of Vanguard/ Windsor II.
    
 
     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 2 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, refer in its advertisements to Schwab
Personal Choice Retirement Accounts ("PCRA"). The PCRA is a self-directed
brokerage account that may be used by VALIC Participants to directly invest in
publicly available mutual funds. PCRA is marketed through the VALIC Investment
Services Company.
 
     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 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.
 
                                        7
<PAGE>   226
 
     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 a
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 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
 
                                        8
<PAGE>   227
 
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 and nonelective salary reduction contributions.
    
 
   
     Your voluntary salary reduction contributions are generally limited to
$10,000 ($9,500 before 1998), although additional, "catch-up" contributions are
permitted under certain circumstances. Combined employer and salary reduction
contributions are generally limited to the smallest of $30,000; approximately
25% of salary; or an exclusion allowance which takes into account a number of
factors. 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 ("408(b) IRAs"). Annual
tax-deductible contributions for 408(b) IRA Contracts are limited to the lesser
of $2,000 or 100% of compensation, and generally may be made only by individuals
who:
 
   
 (i) are not active participants in another retirement plan, and are not
     married;
    
 
   
 (ii) are not active participants in another retirement plan, are married, but
      either (a) the spouse is not an active participant in another retirement
      plan, or (b) the spouse is an active participant, but the couple's
      adjusted gross income does not exceed $150,000.
    
 
   
(iii) are active participants in another retirement plan, are unmarried, and
      have adjusted gross income of $30,000 or less ($25,000 or less prior to
      1998; adjusted upward for inflation after 1998); or
    
 
   
(iv) are active participants in another retirement plan, are married, and have
     adjusted gross income of $50,000 or less ($40,000 or less prior to in 1998;
     adjusted upward for inflation after 1998).
    
 
   
     Active participants in other retirement plans whose adjusted gross income
exceeds the limits in (ii), (iii) or (iv) by less than $10,000 are entitled to
make deductible 408(b) IRA contributions in proportionately reduced amounts. If
a 408(b) 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 of an amount
equal to the 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 contributions of eligible rollover amounts from other
qualified plans and contracts. See Tax-Free Rollovers, Transfers and Exchanges.
    
 
     408A "Roth" Individual Retirement Annuities ("408A "Roth" IRAs"). After
1997, annual nondeductible contributions for 408A "Roth" IRA Con-
 
                                        9
<PAGE>   228
 
tracts are limited to the lesser of $2,000 or 100% of compensation, and may be
made only by individuals who:
 
 (i) are unmarried and have adjusted gross income of $95,000 or less; or
 
   
(ii) are married and filing jointly, and have adjusted gross income of $150,000
     or less.
    
 
   
The available nondeductible 408A "Roth" IRA contribution is reduced
proportionately to zero where adjusted gross income exceeds the limit in (i) by
$15,000 or less, or the limit in (ii) by $10,000 or less. Similarly, individuals
who are married and filing separately and whose adjusted gross income is less
than $15,000 may make a contribution to a Roth IRA of a portion of the otherwise
applicable $2,000 or 100% of compensation limit.
    
 
     All contributions to 408(b) IRAs, traditional nondeductible IRAs and 408A
"Roth" IRAs must be aggregated for purposes of the $2,000 annual contribution
limit.
 
     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"), in 1998 you may
contribute (and defer tax on) the lesser of $8,000 (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 the final three years before the year you reach normal retirement
age.
    
 
   
     The employer uses deferred amounts to purchase the Contracts offered by
this prospectus. For plans maintained by a unit of a state or local government,
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 any 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 or annuity 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) were permitted to establish plans allowing employees to
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. Such plans if established by December 31, 1996, may still allow employees
to make these contributions.
    
 
   
     SIMPLE IRA. Employer and employees contributions under a SIMPLE Retirement
Account Plan are made to a separate individual retirement account or annuity for
each employee. Employee salary reduction contributions cannot exceed $6,000 in
any year. Employer contributions can be a matching or a nonelective contribution
of a percentage as specified in the Code. Only employers with 100 or fewer
employees can maintain a SIMPLE IRA plan, which must also be the only plan the
employer maintains.
    
 
     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 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;
 
                                       10
<PAGE>   229
 
(4) disability, or
 
(5) hardship (hardship distributions are limited to salary reduction
    contributions only, exclusive of earnings thereon).
 
   
     Similar restrictions will apply to all amounts transferred from a section
403(b)(7) custodial account other than rollover contributions.
    
 
     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) IRA, SEPs and SIMPLE IRAs. Distributions are generally taxed as
ordinary income to the recipient. Rollovers from an IRA to a Roth IRA, and
conversions of an IRA to a Roth IRA, where permitted, are generally taxable in
the year of the rollover or conversion. Such rollovers of conversions completed
in 1998 are generally eligible for pro-rata federal income taxation over four
years. Individuals with adjusted gross income over $100,000 are generally
ineligible for such conversions, regardless of marital status, as are married
individuals who file separately.
    
 
   
     408A "Roth" IRAs. "Qualified" distributions upon attainment of age 59 1/2,
upon death, disability or for first-time homebuyer expenses are tax-free as long
as five or more years have passed since the first contribution to taxpayer's
first 408A "Roth" IRA. A later date may apply to distributions from a Roth IRA
which contains one or more rollover contributions from a traditional IRA, to
determine if the distribution is qualified distribution. Qualified distributions
may be subject to state income tax in some states. Other distributions are
generally taxable to the extent that the distribution exceeds purchase payments.
    
 
     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, SEPs and
SIMPLE IRAs. 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 (only applies to
    403(b), 401(a), 403(a));
    
 
(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.
 
   
Separation from service is not required for distributions from an IRA, SEP or
SIMPLE IRA under #4 above. Certain distributions from a SIMPLE IRA within two
years after first participating in the plan may be subject to a 20% penalty,
rather than a 10% penalty.
    
 
After 1997, distributions from 408(b) IRAs on account of the following
additional reasons are also excepted from this penalty tax:
 
   
(6) distributions up to $10,000 (in the aggregate) to cover costs of acquiring,
    constructing or reconstructing the residence of a first-time homebuyer, and
    
 
(7) distributions to cover certain costs of higher education tuition, fees,
    books, supplies and
 
                                       11
<PAGE>   230
 
   
    equipment for the IRA owner, a spouse, child or grandchild, and
    
 
   
(8) distributions to cover certain medical care or long term care insurance
    premiums, for individuals who have received federal or state unemployment
    compensation for 12 consecutive months.
    
 
   
     408A "Roth" IRAs. Distributions, other than "qualified" distributions where
the five-year holding rule is met, are generally subject to the same 10% penalty
tax as other IRAs. Distributions of rollover or conversion contributions from an
IRA which are not qualified distributions, may be subject to additional penalty
taxes.
    
 
   
     457 Plans. Distributions generally may be made under an EDCP prior to
separation from service only for unforeseeable emergencies, or for amounts under
$5,000 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").
 
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.
 
   
     A participant generally may aggregate his or her 403(b) contracts and
accounts for purposes of satisfying these requirements, and withdraw the
required distribution in any combination from such contracts or accounts, unless
the plan, contract, or account otherwise provides.
    
 
   
     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, and multiple plans may
not be aggregated to satisfy the requirement.
    
 
   
     408(b) IRAs, SEPs and SIMPLE IRAs. 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.
 
   
     A participant generally may aggregate his or her IRAs for purposes of
satisfying these requirements, and withdraw the required distribution in any
combination from such contracts or accounts, unless the contract or account
otherwise provides.
    
 
     408A "Roth" IRAs. Minimum distribution requirements generally applicable to
403(b) Annuities, 401(a) and 403(a) Qualified Plans, 408(b) IRAs, SEPs and 457
Plans do not apply to 408A
 
                                       12
<PAGE>   231
 
"Roth" IRAs during the owner's lifetime, but generally do apply at the owner's
death.
 
   
     A participant generally may aggregate his or her Roth IRAs for purposes of
satisfying these requirements, and withdraw the required distribution in any
combination from such contracts or accounts, unless the contract or account
otherwise provides.
    
 
   
     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, and multiple plans may not be
aggregated to satisfy the requirement.
    
 
   
     Non-Qualified Contracts. Non-Qualified Contracts do not require
commencement of distributions at any particular time and generally 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 408(b) 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 a 408(b) individual
retirement account or annuity, or to another such plan.
 
   
     408(b) IRAs. Funds may be transferred tax-free to a 408(b) 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 408(b) IRA (other than a Roth
IRA) to another provided that no more than one such rollover is made during any
twelve-month period.
    
 
   
     408A "Roth" IRAs. Funds may be transferred tax-free from one 408A "Roth"
IRA to another. Funds in a 408(b) IRA may be rolled in a taxable transaction to
a 408A "Roth" IRA by individuals who:
    
 
 (i) have adjusted gross income of $100,000 or less, whether single or married
     filing jointly;
 
(ii) are not married filing separately.
 
     Special, complicated rules governing holding periods, escape from the 10%
penalty tax and ratable recognition of 1998 income also apply to rollovers from
408(b) IRAs to 408A "Roth" IRAs, and may be subject to further modification by
Congress. You should consult your tax advisor regarding the application of these
rules.
 
     SEPs. Funds may be rolled over tax free from one SEP only to another SEP or
a 408(b) IRA.
 
     457 Plans. Tax-free transfer of EDCP amounts are permitted only to another
EDCP.
 
                                       13
<PAGE>   232
 
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, as well as among series of Portfolio Director 2, and the
restrictions imposed on those exchanges. Specifically once you have exchanged
between Portfolio Director and Portfolio 2 or among series of Portfolio Director
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 Charge" 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 under Portfolio Director 2 for purposes
of calculating the surrender charge. 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% (or lower amounts during the
Purchase Period for different series of Portfolio Director 2), 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 fee and to compensate the Company for assuming mortality and
expense risks and administration expenses. 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 .28% 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
 
                                       14
<PAGE>   233
 
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 Charge" in the prospectus.) For purposes of satisfying
the fifteen-year and five-year holding requirements described under "Surrender
Charge" 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 the surrender charge. 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 Director 2, a quarterly
account maintenance fee 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 fee is to reimburse the Company for
some of the administrative expenses associated with the Variable Account
Options. No fee is assessed for any calendar quarter if the Account Value is
credited only to the Fixed Account Options throughout the quarter. Such fee
begins immediately if an exchange is made into any Variable Account Option
offered under Portfolio Director 2. The fee 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, Surrender, Mortality and Expense Risk Fee or Administration and
Distribution Fee Charges" in the prospectus). To cover expenses not covered by
the account maintenance fee and to compensate the Company for assuming mortality
risks and administration and distribution expenses under Portfolio Director 2,
an additional daily charge with an annualized rate of 1.00% to 1.25% (or lower
amounts during the Purchase Period for different series of Portfolio Director
2), 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 .28% 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.
 
                                       15
<PAGE>   234
 
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 charge 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
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 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 Purchase Payments under Portfolio Director 2 for
purposes of calculating the surrender charge. 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 fee 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 fee is to reimburse the Company for some of the administrative
expenses associated with the Variable Account Options. No fee is assessed for
any calendar quarter if the Account Value is credited only to the Fixed Account
Options throughout the quarter. Such fees begin immediately if an exchange is
made into any Variable Account Option offered under Portfolio Director 2. The
fee 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, Surrender, Mortality and
Expense Risk Fee or Administration and Distribution Fee Charges" in the
prospectus.) To cover expenses not covered by the account maintenance fee and to
compensate the Company for assuming mortality risks and administration and
distribution expenses under Portfolio Director 2, an additional daily charge
with an annualized rate of 1.00% to 1.25% (or lower amounts during the Purchase
Period for different series of Portfolio Director 2), 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.
 
                                       16
<PAGE>   235
 
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 a
surrender charge. 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 Charge" 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 2, a quarterly account maintenance
fee 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 fee is to reimburse the Company for some of the
administrative expenses associated with the Variable Account Options. No fee is
assessed for any calendar quarter if the Account Value is credited only to the
Fixed Account Options throughout the quarter. Such fee begins immediately if an
exchange is made into any Variable Account Option offered under Portfolio
Director 2. The fee 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, Surrender,
Mortality and Expense Risk Fee or Administration and Distribution Fee Charges"
in the prospectus.) To cover expenses not covered by the account maintenance fee
and to compensate the Company for assuming mortality risks and administration
and distribution expenses under Portfolio Director 2, an additional daily charge
with an annualized rate of 1.00% to 1.25% (or lower amounts during the Purchase
Period for different series of Portfolio Director 2), 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 .28% 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 des-
                                       17
<PAGE>   236
 
ignated 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 surrender 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 the surrender charge. 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 fee 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 fee is to
reimburse the Company for some of the administrative expenses associated with
the Variable Account Options. No fee is assessed for any calendar quarter if the
Account Value is credited only to the Fixed Account Options throughout the
quarter. Such fee begins immediately if an exchange is made into any Variable
Account Option offered under Portfolio Director 2. The fee 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, Surrender, Mortality and Expense Risk Fee or Administration and
Distribution Fee Charges" in the prospectus.) To cover expenses not covered by
the account maintenance fee and to compensate the Company for assuming mortality
risks and administration and distribution expenses under Portfolio Director 2,
an additional daily charge with an annualized rate of 1.00% to 1.25% (or lower
amounts during the Purchase Period for different series of Portfolio Director
2), 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
 
                                       18
<PAGE>   237
 
from .28% 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 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 Charge" 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 fee 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 fee is to reimburse the Company for
some of the administrative expenses associated with the Variable Account
Options. No fee is assessed for any calendar quarter if the Account Value is
credited only to the Fixed Account Options throughout the quarter. Such fee
begins immediately if an exchange is made into any Variable Account Option
offered under Portfolio Director 2. The fee 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, Surrender, Mortality and Expense Risk Fee or Administration and
Distribution Fee Charges" in this prospectus.) To cover expenses not covered by
the account maintenance fee and to compensate the Company for assuming mortality
risks and administration and distribution expenses under Portfolio Director 2,
an additional daily charge with an annualized rate of 1.00% to 1.25% (or lower
amounts during the Purchase Period for different series of Portfolio Director
2), 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
 
                                       19
<PAGE>   238
 
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.
 
                                       20
<PAGE>   239
 
                        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>
2/1/92..........................  Purchase Payment                                     $10,000
2/1/93..........................  Purchase Payment                                       5,000
2/1/94..........................  Purchase Payment                                      15,000
2/1/95..........................  Purchase Payment                                       2,000
2/1/96..........................  Purchase Payment                                       3,000
2/1/97..........................  Purchase Payment                                       4,000
7/1/97..........................  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 2/1/92.........   $    0
      2.   Surrender Charge against Purchase Payment of 2/1/93.........   $  250
      3.   Surrender Charge against Purchase Payment of 2/1/94.........   $  750
      4.   Surrender Charge against Purchase Payment of 2/1/95.........   $  100
      5.   Surrender Charge against Purchase Payment of 2/1/96.........   $  150
      6.   Surrender Charge against Purchase Payment of 2/1/97.........   $  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>
2/1/92..........................  Purchase Payment                                     $10,000
2/1/93..........................  Purchase Payment                                       5,000
2/1/94..........................  Purchase Payment                                      15,000
2/1/95..........................  Purchase Payment                                       2,000
2/1/96..........................  Purchase Payment                                       3,000
2/1/97..........................  Purchase Payment                                       4,000
7/1/97..........................  10% Partial Surrender (Assumes                         3,900
                                  Account Value is $39,000)
8/1/97..........................  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.
 
                                       21
<PAGE>   240
 
                              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 separate account fee*..........      .000027
         *Mortality and expense risk fee and
          administration and distribution
          fee of 1% per annum used for
          illustrative purposes.
    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*
 
                       AGSPC MONEY MARKET DIVISION YIELDS
        CALCULATION OF CURRENT YIELD FOR AGSPC MONEY MARKET DIVISION SIX
   
                           7-Day Current Yield: 4.22%
    
ILLUSTRATION OF CALCULATION OF CURRENT YIELD FOR AGSPC MONEY MARKET DIVISION SIX
 
     Example 5.
 
   
     The current yield quotation above is based on the seven days ended December
31, 1997, 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.
    
 
- ---------------
 
* For different series of Portfolio Director 2 which may have lower charges in
  the Purchase Period the amount of the current yield, the effective yield or
  the standardized yield, for the respective Division will be higher.
 
                                       22
<PAGE>   241
 
       CALCULATION OF EFFECTIVE YIELD FOR AGSPC MONEY MARKET DIVISION SIX
   
                          7-Day Effective Yield: 4.31%
    
 ILLUSTRATION OF CALCULATION OF EFFECTIVE YIELD FOR AGSPC MONEY MARKET DIVISION
                                      SIX
 
     Example 6.
 
   
     The effective yield quotation above is based on the seven days ended
December 31, 1997, 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
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..........................................   3.60%       5.33%       4.65%
</TABLE>
    
 
   ILLUSTRATION OF CALCULATION OF STANDARDIZED YIELD FOR BOND FUND DIVISIONS
 
     Example 7.
 
   
     The standardized yield quotation based on a 30-day period ended December
31, 1997, 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.
 
                                       23
<PAGE>   242
 
                   CALCULATION OF AVERAGE ANNUAL TOTAL RETURN
 
   
     Average Annual Total Return quotations for the 1, 3, 5, and 10 year periods
ended December 31, 1997, the date of the most recent balance sheet included in
this registration statement, are computed by finding the average annual
compounded 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.
 
                                       24
<PAGE>   243
 
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. For
different series of Portfolio Director 2 which may have lower charges during the
purchase period those amounts shown in the following tables will be higher.
 
     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 fees and administration and
distribution fees, net of any expense reimbursements from the Underlying Fund.
Surrender charges, maintenance fees 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(R)
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 73% of the aggregate United
States equity markets capitalization.
    
 
   
     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
    
 
- ---------------
 
* "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.
                                       25
<PAGE>   244
 
   
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 667 issues from sixteen foreign countries. These countries include
Austria, Australia, Belgium, Canada, Denmark, Finland, France, Germany, Ireland,
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 performance of the American Century-Twentieth Century Ultra Division
Thirty-one may be compared to both the S&P 500(R) 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.
 
     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
 
- ---------------
 
** 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.
                                       26
<PAGE>   245
 
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 was initiated in 1976 and is composed of
all bonds covered by the Lehman Brothers 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.
 
                                       27
<PAGE>   246
 
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
12/31/97...................................................   20,765            23,761
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                   SINCE
                                                 INCEPTION*     5 YEARS      3 YEARS       1 YEAR
                                                 ----------     -------      -------       ------
<S>                                              <C>            <C>          <C>          <C>
Investment Division
     AGSPC Growth Division Fifteen.............     107.65%        --         107.27%       19.80%
Benchmark Comparison
     S&P 500 Index.............................     137.61%        --         125.62%       33.36%
</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
12/31/97...................................................   14,906                16,568
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                    SINCE
                                                  INCEPTION*     5 YEARS      3 YEARS       1 YEAR
                                                  ----------     -------      -------       ------
<S>                                               <C>            <C>          <C>          <C>
Investment Division
     AGSPC International Government Bond
       Division Thirteen........................     49.06%        33.95%       14.55%      (5.79)%
Benchmark Comparison
     Salomon Bros. Non-U.S. Dollar World Govern-
       ment Bond Index..........................     65.68%        43.57%       18.35%      (4.41)%
</TABLE>
    
 
- ---------------
 
* This Division was initiated on October 1, 1991.
 
                                       28
<PAGE>   247
 
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, 1988
    
 
   
<TABLE>
<CAPTION>
                   MONEY MARKET                             PRIMARY
                   DIVISION SIX                             CD INDEX
- --------------------------------------------------          --------
<S>                                       <C>               <C>
01/01/88................................  $10,000           $10,000
12/31/88................................   10,572            10,737
12/31/89................................   11,410            11,668
12/31/90................................   12,190            12,602
12/31/91................................   12,737            13,289
12/31/92................................   13,020            13,709
12/31/93................................   13,238            14,063
12/31/94................................   13,604            14,565
12/31/95................................   14,217            15,285
12/31/96................................   14,782            15,978
12/31/97................................   15,392            16,742
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                      10 YEARS     5 YEARS      3 YEARS       1 YEAR
                                                      --------     -------      -------       ------
<S>                                                   <C>          <C>          <C>          <C>
Investment Division
     AGSPC Money Market Division Six................    53.92%       18.22%       13.15%        4.13%
Benchmark Comparison
     Primary CD Index...............................    67.42%       22.13%       14.95%        4.78%
</TABLE>
    
 
AGSPC Science & Technology Division Seventeen 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>
                     AGSPC 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
12/31/97...................................................   22,857            23,761
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                   SINCE
                                                 INCEPTION*     5 YEARS      3 YEARS       1 YEAR
                                                 ----------     -------      -------       ------
<S>                                              <C>            <C>          <C>          <C>
Investment Division
     AGSPC Science & Technology Division
       Seventeen...............................     128.57%        --          83.19%        1.57%
Benchmark Comparison
     S&P 500 Index.............................     137.61%        --         125.62%       33.36%
</TABLE>
    
 
- ---------------
 
* The Fund underlying this Division was initiated on April 29, 1994.
 
                                       29
<PAGE>   248
 
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
12/31/97...................................................   29,853            34,967
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                    SINCE
                                                  INCEPTION*    5 YEARS     3 YEARS      1 YEAR
                                                  ----------    -------     -------      ------
<S>                                               <C>           <C>         <C>         <C>
Investment Division
     AGSPC Social Awareness Division Twelve.....     198.53%     133.32%     123.81%      32.52%
Benchmark Comparison
     S&P 500 Index..............................     249.67%     151.63%     125.62%      33.36%
</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 JANUARY 1, 1988
    
 
   
<TABLE>
<CAPTION>
                              STOCK INDEX                                              S&P 500
                              DIVISION TEN                                              INDEX
- ------------------------------------------------------------------------            -------------
<S>                                                        <C>                      <C>
01/01/88.................................................  $      10,000            $      10,000
12/31/88.................................................         11,313                   11,661
12/31/89.................................................         14,468                   15,356
12/31/90.................................................         13,770                   14,879
12/31/91.................................................         17,584                   19,412
12/31/92.................................................         18,566                   20,891
12/31/93.................................................         20,197                   22,997
12/31/94.................................................         20,136                   23,300
12/31/95.................................................         27,374                   32,056
12/31/96.................................................         33,267                   39,419
12/31/97.................................................         43,836                   52,569
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                  10 YEARS     5 YEARS      3 YEARS       1 YEAR
                                                  --------     --------     --------     --------
<S>                                               <C>          <C>          <C>          <C>
Investment Division
     AGSPC Stock Index Division Ten.............  338.36%      136.11%      117.70%       31.77%
Benchmark Comparison
     S&P 500 Index..............................  425.69%      151.63%      125.62%       33.36%
</TABLE>
    
 
                                       30
<PAGE>   249
 
American Century -- Twentieth Century Ultra Division Thirty-One Performance
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, 1988
    
 
   
<TABLE>
<CAPTION>
                                                                                           NASDAQ
                          ULTRA                                       S&P 500             COMPOSITE
                   DIVISION THIRTY-ONE                                 INDEX               INDEX*
- ---------------------------------------------------------          -------------          ---------
<S>                                         <C>                    <C>                    <C>
01/01/88..................................  $      10,000          $      10,000           $10,000
12/31/88..................................         11,212                 11,661            11,541
12/31/89..................................         15,192                 15,356            13,763
12/31/90..................................         16,440                 14,879            11,312
12/31/91..................................         30,331                 19,412            17,743
12/31/92..................................         30,392                 20,891            20,484
12/31/93..................................         36,634                 22,997            23,506
12/31/94..................................         34,939                 23,300            22,754
12/31/95..................................         47,599                 32,056            31,837
12/31/96..................................         53,516                 39,419            39,066
12/31/97..................................         65,152                 52,569            47,519
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                10 YEARS     5 YEARS      3 YEARS       1 YEAR
                                                --------     -------      -------       ------
<S>                                             <C>          <C>          <C>          <C>
Investment Division
     American Century -- Twentieth Century
       Ultra Division Thirty-One..............   551.52%      114.37%       86.47%       21.74%
Benchmark Comparison
     S&P 500 Index............................   425.69%      151.63%      125.62%       33.36%
     NASDAQ Composite Index*..................   375.19%      131.97%      108.83%       21.64%
</TABLE>
    
 
- ---------------
 
* Does not include dividends reinvested.
 
Founders Growth Division Thirty Performance Compared to S&P 500 Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
   
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
   
<TABLE>
<CAPTION>
                          FOUNDERS GROWTH                                      S&P 500
                          DIVISION THIRTY                                       INDEX
- -------------------------------------------------------------------            --------
<S>                                                        <C>                 <C>
01/01/88.................................................  $10,000             $10,000
12/31/88.................................................   10,378              11,661
12/31/89.................................................   14,565              15,356
12/31/90.................................................   12,893              14,879
12/31/91.................................................   18,817              19,412
12/31/92.................................................   19,422              20,891
12/31/93.................................................   24,143              22,997
12/31/94.................................................   23,107              23,300
12/31/95.................................................   33,312              32,056
12/31/96.................................................   38,426              39,419
12/31/97.................................................   48,130              52,569
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                10 YEARS     5 YEARS      3 YEARS       1 YEAR
                                                --------     -------      -------       ------
<S>                                             <C>          <C>          <C>          <C>
Investment Division
     Founders Growth Division Thirty..........   381.30%      147.81%      108.29%       25.25%
Benchmark Comparison
     S&P 500 Index............................   425.69%      151.63%      125.62%       33.36%
</TABLE>
    
 
                                       31
<PAGE>   250
 
Neuberger&Berman Guardian Trust Division Twenty-Nine Performance Compared to S&P
500 Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
   
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
   
<TABLE>
<CAPTION>
                           GUARDIAN TRUST                                      S&P 500
                        DIVISION TWENTY-NINE*                                   INDEX
- ---------------------------------------------------------------------          --------
<S>                                                          <C>               <C>
01/01/88...................................................  $10,000           $10,000
12/31/88...................................................   12,679            11,661
12/31/89...................................................   15,254            15,356
12/31/90...................................................   14,393            14,879
12/31/91...................................................   19,146            19,412
12/31/92...................................................   22,560            20,891
12/31/93...................................................   25,359            22,997
12/31/94...................................................   25,492            23,300
12/31/95...................................................   33,316            32,056
12/31/96...................................................   38,826            39,419
12/31/97...................................................   45,293            52,569
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                10 YEARS     5 YEARS      3 YEARS       1 YEAR
                                                --------     -------      -------       ------
<S>                                             <C>          <C>          <C>          <C>
Investment Division
     Neuberger&Berman Guardian Trust Division
       Twenty-Nine............................   352.93%      100.77%       77.68%       16.66%
Benchmark Comparison
     S&P 500 Index............................   425.69%      151.63%      125.62%       33.36%
</TABLE>
    
 
- ---------------
 
* Neuberger&Berman Guardian Trust ("Trust") started operating on August 3, 1993.
  It has identical investment objectives and policies and invests in, the same
  portfolio as Neuberger&Berman Guardian Fund ("Fund"), which is also managed by
  Neuberger&Berman Management Incorporated ("N&B"). The performance information
  for the Trust before August 3, 1993 is for the Fund. N&B 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. Absent such arrangement, the average annual total returns of the
  Trust would have been less. The total returns for the periods prior to the
  Trust's commencement of operations would have been lower had they reflected
  the higher expense ratios of the Trust as compared to those of the Fund.
 
Putnam Global Growth Division Twenty-Eight Performance 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, 1988
    
 
   
<TABLE>
<CAPTION>
                                                                MSCI
                   GLOBAL GROWTH                               WORLD            S&P 500
               DIVISION TWENTY-EIGHT                           INDEX             INDEX
- ----------------------------------------------------          --------          --------
<S>                                         <C>               <C>               <C>
01/01/88..................................  $10,000           $10,000           $10,000
12/31/88..................................   10,797            12,329            11,661
12/31/89..................................   13,315            14,376            15,356
12/31/90..................................   11,972            11,930            14,879
12/31/91..................................   13,985            14,111            19,412
12/31/92..................................   13,880            13,374            20,891
12/31/93..................................   18,120            16,383            22,997
12/31/94..................................   17,789            17,215            23,300
12/31/95..................................   20,224            20,781            32,056
12/31/96..................................   23,331            23,583            39,419
12/31/97..................................   26,179            27,300            52,569
</TABLE>
    
 
                                       32
<PAGE>   251
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                      10 YEARS     5 YEARS      3 YEARS       1 YEAR
                                                      --------     -------      -------       ------
<S>                                                   <C>          <C>          <C>          <C>
Investment Division
     Putnam Global Growth
       Division Twenty-Eight........................    161.79%       88.61%       47.16%       12.20%
Benchmark Comparison
     MSCI World Index...............................    173.00%      104.13        58.59%       15.76%
     S&P 500 Index..................................    425.69%      151.63%      125.62%       33.36%
</TABLE>
    
 
Putnam New Opportunities Division Twenty-Six Performance 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...................................................   20,780            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
12/31/97...................................................   59,023            36,625
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                        SINCE
                                                      INCEPTION*     5 YEARS      3 YEARS       1 YEAR
                                                      ----------     -------      -------       ------
<S>                                                   <C>            <C>          <C>          <C>
Investment Division
     Putnam New Opportunities
       Division Twenty-Six..........................     490.23%       159.10%       92.76%       21.31%
Benchmark Comparison
     S&P 500 Index..................................     266.25%       151.63%      125.62%       33.36%
</TABLE>
    
 
- ---------------
* The Fund underlying this Division was initiated on August 31, 1990.
 
                                       33
<PAGE>   252
 
Putnam OTC & Emerging Growth Division Twenty-Seven Performance 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, 1988
    
 
   
<TABLE>
<CAPTION>
               OTC & EMERGING GROWTH                          RUSSELL           S&P 500
               DIVISION TWENTY-SEVEN                            2000             INDEX
- ----------------------------------------------------          --------          --------
<S>                                         <C>               <C>               <C>
01/01/88..................................  $10,000           $10,000           $10,000
12/31/88..................................   11,505            12,502            11,661
12/31/89..................................   14,692            14,558            15,356
12/31/90..................................   13,117            11,697            14,879
12/31/91..................................   18,292            17,093            19,412
12/31/92..................................   20,410            20,240            20,891
12/31/93..................................   26,687            24,061            22,997
12/31/94..................................   27,018            23,622            23,300
12/31/95..................................   41,720            30,343            32,056
12/31/96..................................   43,191            35,347            39,419
12/31/97..................................   47,114            43,252            52,569
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                10 YEARS     5 YEARS      3 YEARS       1 YEAR
                                                --------     -------      -------       ------
<S>                                             <C>          <C>          <C>          <C>
Investment Division
     Putnam OTC & Emerging Growth
       Division Twenty-Seven..................   371.14%      130.84%       74.38%        9.08%
Benchmark Comparison
     Russell 2000 Index.......................   332.52%      113.70%       83.10%       22.36%
     S&P 500 Index............................   425.69%      151.63%      125.62%       33.36%
</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, 1988
    
 
   
<TABLE>
<CAPTION>
                      SCUDDER GROWTH AND INCOME                                S&P 500
                         DIVISION TWENTY-ONE                                    INDEX
- ---------------------------------------------------------------------          --------
<S>                                                          <C>               <C>
01/01/88...................................................  $10,000           $10,000
12/31/88...................................................   11,063            11,661
12/31/89...................................................   13,807            15,356
12/31/90...................................................   13,319            14,879
12/31/91...................................................   16,861            19,412
12/31/92...................................................   18,244            20,891
12/31/93...................................................   20,829            22,997
12/31/94...................................................   21,107            23,300
12/31/95...................................................   27,346            32,056
12/31/96...................................................   32,987            39,419
12/31/97...................................................   42,486            52,569
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                10 YEARS     5 YEARS      3 YEARS       1 YEAR
                                                --------     -------      -------       ------
<S>                                             <C>          <C>          <C>          <C>
Investment Division
     Scudder Growth and Income
       Division Twenty-One....................   324.86%      132.88%      101.29%       28.80%
Benchmark Comparison
     S&P 500 Index............................   425.69%      151.63%      125.62%       33.36%
</TABLE>
    
 
                                       34
<PAGE>   253
 
Templeton Foreign Division Thirty-Two Performance Compared to EAFE Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
   
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
   
<TABLE>
<CAPTION>
                                FOREIGN                                                 EAFE
                          DIVISION THIRTY-TWO                                           INDEX
- ------------------------------------------------------------------------            -------------
<S>                                                        <C>                      <C>
01/01/88.................................................  $      10,000            $      10,000
12/31/88.................................................         12,083                   12,827
12/31/89.................................................         15,616                   14,178
12/31/90.................................................         14,998                   10,854
12/31/91.................................................         17,564                   12,170
12/31/92.................................................         17,407                   10,689
12/31/93.................................................         23,581                   14,169
12/31/94.................................................         23,432                   15,271
12/31/95.................................................         25,792                   16,983
12/31/96.................................................         30,110                   18,010
12/31/97.................................................         31,786                   18,330
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                   10 YEARS     5 YEARS      3 YEARS       1 YEAR
                                                   --------     -------      -------       ------
<S>                                                <C>          <C>          <C>          <C>
Investment Division
     Templeton Foreign Division Thirty-Two.......   217.86%       82.60%       35.65%        5.57%
Benchmark Comparison
     EAFE Index..................................    83.30%       71.49%       20.03%        1.78%
</TABLE>
    
 
Vanguard Fixed Income Securities Fund -- Long-Term Corporate Portfolio Division
Twenty-Two Performance Compared to Merrill Lynch Corporate Master Index
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
   
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
   
<TABLE>
<CAPTION>
                                                                          MERRILL LYNCH
                       LONG-TERM CORPORATE                               CORPORATE MASTER
                       DIVISION TWENTY-TWO                                    INDEX
- -----------------------------------------------------------------        ----------------
<S>                                                      <C>             <C>
01/01/88...............................................  $10,000             $10,000
12/31/88...............................................   10,835              10,976
12/31/89...............................................   12,325              12,525
12/31/90...............................................   12,929              13,448
12/31/91...............................................   15,440              15,901
12/31/92...............................................   16,740              17,351
12/31/93...............................................   18,931              19,508
12/31/94...............................................   17,708              18,851
12/31/95...............................................   22,107              22,919
12/31/96...............................................   21,947              23,696
12/31/97...............................................   24,651              26,157
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1997)
    
 
   
<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............   146.51%       47.25%       39.21%       12.32%
Benchmark Comparison
     Merrill Lynch Corporate Master Index.......   161.57%       50.75%       38.76%       10.39%
</TABLE>
    
 
                                       35
<PAGE>   254
 
Vanguard Fixed Income Securities Fund -- Long-Term U.S. Treasury Portfolio
Division Twenty-Three Performance 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, 1988
    
 
   
<TABLE>
<CAPTION>
                                                                           LEHMAN BROS.
                                                                          U.S. TREASURY
                     LONG-TERM U.S. TREASURY                                LONG-TERM
                      DIVISION TWENTY-THREE                                   INDEX
- -----------------------------------------------------------------         -------------
<S>                                                      <C>             <C>
01/01/88...............................................  $10,000             $10,000
12/31/88...............................................   10,781              10,920
12/31/89...............................................   12,558              12,986
12/31/90...............................................   13,120              13,806
12/31/91...............................................   15,218              16,361
12/31/92...............................................   16,143              17,664
12/31/93...............................................   18,621              20,711
12/31/94...............................................   17,097              19,128
12/31/95...............................................   21,972              24,998
12/31/96...............................................   21,295              24,781
12/31/97...............................................   23,945              28,516
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1997)
    
 
   
<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................................   139.45%       48.33%       40.05%       12.44%
Benchmark Comparison
     Lehman Brothers U.S. Treasury
       Long-Term Index..........................   185.16%       61.44%       49.08%       15.07%
</TABLE>
    
 
Vanguard/Wellington Division Twenty-Five Performance 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, 1988
    
 
   
<TABLE>
<CAPTION>
                         VANGUARD/WELLINGTON                                   BLENDED
                        DIVISION TWENTY-FIVE                                    INDEX*
- ---------------------------------------------------------------------          --------
<S>                                                          <C>               <C>
01/01/88...................................................  $10,000           $10,000
12/31/88...................................................   11,467            11,422
12/31/89...................................................   13,773            14,330
12/31/90...................................................   13,221            14,426
12/31/91...................................................   16,147            18,221
12/31/92...................................................   17,211            19,715
12/31/93...................................................   19,297            21,871
12/31/94...................................................   18,966            21,810
12/31/95...................................................   24,901            28,750
12/31/96...................................................   26,559            33,310
12/31/97...................................................   34,743            41,664
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                 10 YEARS     5 YEARS      3 YEARS       1 YEAR
                                                 --------     -------      -------       ------
<S>                                              <C>          <C>          <C>          <C>
Investment Division
     Vanguard/Wellington Division
       Twenty-Five.............................   247.43%      101.87%       83.18%       21.65%
Benchmark Comparison
     Blended Index*............................   316.64%      111.33%       91.03%       25.08%
</TABLE>
    
 
                                       36
<PAGE>   255
 
- ---------------
 
* 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 Performance Compared to S&P 500 Index
 
                        HYPOTHETICAL $10,000 ACCOUNT VALUE
   
        ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
   
<TABLE>
<CAPTION>
                         VANGUARD/WINDSOR II                                   S&P 500
                        DIVISION TWENTY-FOUR                                    INDEX
- ---------------------------------------------------------------------          --------
<S>                                                          <C>               <C>
01/01/88...................................................  $10,000           $10,000
12/31/88...................................................   12,319            11,661
12/31/89...................................................   15,553            15,356
12/31/90...................................................   13,828            14,879
12/31/91...................................................   17,577            19,412
12/31/92...................................................   19,441            20,891
12/31/93...................................................   21,814            22,997
12/31/94...................................................   21,294            23,300
12/31/95...................................................   29,200            32,056
12/31/96...................................................   35,788            39,419
12/31/97...................................................   46,775            52,569
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                10 YEARS     5 YEARS      3 YEARS       1 YEAR
                                                --------     -------      -------       ------
<S>                                             <C>          <C>          <C>          <C>
Investment Division
     Vanguard/Windsor II Division
       Twenty-Four............................   367.75%      140.60%      119.67%       30.70%
Benchmark Comparison
     S&P 500 Index............................   425.69%      151.63%      125.62%       33.36%
</TABLE>
    
 
                                       37
<PAGE>   256
 
                                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 is calculated and is based on the same values for Fund shares
and other assets and liabilities. (See "Purchase Period" in the prospectus.) The
calcula-
 
                                       38
<PAGE>   257
 
tion 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>
 
                                       39
<PAGE>   258
 
                   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 paid for the years 1996
and 1997 were $11,530,000 and $46,521,000, respectively.
    
 
                                    EXPERTS
 
   
     The consolidated financial statements of the Company at December 31, 1997
and 1996, and for each of the three years in the period ended December 31, 1997,
and the financial statements of the Company's Separate Account A at December 31,
1997 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.
    
 
                                       40
<PAGE>   259
 
                        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, 1997, and for the fiscal year then
ended.
    
 
                                       41
<PAGE>   260
 
                      [THIS PAGE INTENTIONALLY LEFT BLANK]
 
                                       42
<PAGE>   261
   
                   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, 1997
and 1996, 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, 1997. 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, 1997
and 1996, and the consolidated results of their operations and their cash flows
for each of the three years in the period ended December 31, 1997, in conformity
with generally accepted accounting principles.


                                                           /s/ ERNST & YOUNG LLP


Houston, Texas
February 18, 1998


- --------------------------------------------------------------------------------
                                                                               1
<PAGE>   262

                   THE VARIABLE ANNUITY LIFE INSURANCE COMPANY


CONSOLIDATED BALANCE SHEET

AT DECEMBER 31
IN THOUSANDS


<TABLE>
<CAPTION>
                                                                                                 1997           1996
                                                                                              -----------    -----------
<S>                                                                                           <C>            <C>        
ASSETS               Investments - Notes 2, 6, 7, 8:
                        Fixed maturity securities
                           (amortized cost: $20,651,381 in 1997 and $19,667,491 in 1996)      $21,641,084    $20,189,473
                        Equity securities (cost: $5,581 in 1997 and $8,624 in 1996)                 5,456          8,589
                        Mortgage loans on real estate                                           1,259,029      1,349,855
                        Real estate, net of accumulated depreciation
                           of $69 in 1997 and $69 in 1996                                          28,569         37,130
                        Policy loans                                                              719,127        639,200
                        Other long-term invested assets                                            45,474         35,945
                        Short-term investments                                                     60,904         53,000
                                                                                              -----------    -----------
                           Total investments                                                   23,759,643     22,313,192
                                                                                              -----------    -----------
                     Investment income receivable                                                 347,358        315,118
                     Cash                                                                          32,181         24,360
                     Receivable for securities sold                                                32,825         18,654
                     Deferred policy acquisition costs - Note 3                                   392,346        557,748
                     Due from reinsurer, net                                                       14,545         15,700
                     Other assets                                                                  52,104         45,798
                     Assets held in Separate Accounts                                          10,564,220      7,134,412
                                                                                              -----------    -----------
                           Total assets                                                       $35,195,222    $30,424,982
                                                                                              -----------    -----------
LIABILITIES          Policy reserves for fixed annuity investment contracts                   $21,994,804    $21,067,429
                     Payable for securities purchased                                              19,027            575
                     Remittances not allocated                                                     79,392         66,473
                     Commissions, general expenses, and taxes (other than income taxes)            39,546         41,642
                     Other liabilities                                                             61,756         75,636
                     Income tax liabilities - Note 4                                              377,072        265,160
                     Liabilities related to Separate Accounts                                  10,564,220      7,134,412
                                                                                              -----------    -----------
                           Total liabilities                                                   33,135,817     28,651,327
                                                                                              -----------    -----------
STOCKHOLDER'S        Common stock (voting) par value $1 per share, 5,000 shares authorized
EQUITY                  and 3,575 issued and outstanding in 1997 and 1996 - Note 5                  3,575          3,575
                     Additional paid-in capital                                                   710,624        459,281
                     Retained earnings                                                          1,038,731      1,143,947
                     Net unrealized gains - Note 2                                                306,475        166,852
                                                                                              -----------    -----------
                           Total stockholder's equity                                           2,059,405      1,773,655
                                                                                              -----------    -----------
                           Total liabilities and stockholder's equity                         $35,195,222    $30,424,982
                                                                                              -----------    -----------
</TABLE>

                 See notes to consolidated financial statements.



- --------------------------------------------------------------------------------
2
<PAGE>   263


                   THE VARIABLE ANNUITY LIFE INSURANCE COMPANY



CONSOLIDATED STATEMENT OF INCOME

FOR THE YEARS ENDED DECEMBER 31,
IN THOUSANDS

<TABLE>
<CAPTION>
                                                                                         1997            1996            1995
                                                                                      -----------     -----------     -----------
<S>                                                                                   <C>             <C>             <C>        
REVENUES             Surrender charges                                                $    12,405     $    12,348     $     9,967
                     Mortality charges                                                     94,162          59,955          34,965
                     Expense charges                                                        6,102           5,654           5,122
                     Net investment income - Note 2                                     1,729,541       1,654,496       1,597,681
                     Net reinsurance income                                                 1,303           1,528           1,573
                     Realized investment gains (losses) - Note 2                           20,235          21,551          (7,149)
                     Other income                                                          15,320          10,920           6,878
                                                                                      -----------     -----------     -----------
                        Total revenues                                                  1,879,068       1,766,452       1,649,037
                                                                                      -----------     -----------     -----------
COSTS AND            Policy costs:
EXPENSES                Increase in policy reserves for fixed annuity contracts         1,286,010       1,243,993       1,203,986
                                                                                      -----------     -----------     -----------
                           Total costs                                                  1,286,010       1,243,993       1,203,986
                                                                                      -----------     -----------     -----------
                     Expenses:
                        Commissions                                                       110,960          97,630
                                                                                                                           84,670
                        Salaries                                                           58,873          54,016          48,227
                        Data processing                                                    14,876          12,088          13,200
                        Postage and telephone                                              12,253          11,308          10,710
                        Sales promotion                                                    10,161          10,394           9,361
                        Depreciation expense on furniture and equipment                     8,964           8,920           8,924
                        Rent                                                                7,931           7,524           7,477
                        Taxes, licenses, and fees                                           6,874           6,208           4,989
                        Printing and supplies                                               4,496           5,290           4,721
                        Guaranty association assessments - Note 9                              30           2,678          18,961
                        Other expenses                                                     35,172          27,223          22,665
                        Amortization of deferred policy acquisition costs - Note 3         42,101          31,201          16,841
                        Policy acquisition costs deferred - Note 3                       (137,655)       (116,818)       (104,702)
                                                                                      -----------     -----------     -----------
                           Total expenses                                                 175,036         157,662         146,044
                                                                                      -----------     -----------     -----------
                           Total costs and expenses                                     1,461,046       1,401,655       1,350,030
                                                                                      -----------     -----------     -----------
EARNINGS             Income before income tax expense                                     418,022         364,797         299,007
                     Income tax expense - Note 4                                          144,238         124,370          99,720
                                                                                      -----------     -----------     -----------
                        Net income                                                    $   273,784     $   240,427     $   199,287
                                                                                      -----------     -----------     -----------
</TABLE>


                 See notes to consolidated financial statements.


- --------------------------------------------------------------------------------
                                                                               3
<PAGE>   264
                   THE VARIABLE ANNUITY LIFE INSURANCE COMPANY


CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY

FOR THE YEARS ENDED DECEMBER 31,
IN THOUSANDS

<TABLE>
<CAPTION>
                                                                       1997            1996            1995
                                                                    -----------     -----------     -----------
<S>                                                                 <C>             <C>             <C>        
COMMON STOCK            Balance at beginning and end of year        $     3,575     $     3,575     $     3,575
                                                                    -----------     -----------     -----------
ADDITIONAL              Balance at beginning of year                    459,281         384,126         382,733
PAID-IN-CAPITAL            Capital contribution from stockholder        251,343          75,155           1,393
                                                                    -----------     -----------     -----------
                        Balance at end of year                          710,624         459,281         384,126
                                                                    -----------     -----------     -----------
RETAINED                Balance at beginning of year                  1,143,947       1,014,520         910,233
EARNINGS                   Net income                                   273,784         240,427         199,287
                           Dividends paid to stockholder               (379,000)       (111,000)        (95,000)
                                                                    -----------     -----------     -----------
                        Balance at end of year                        1,038,731       1,143,947       1,014,520
                                                                    -----------     -----------     -----------
NET UNREALIZED          Balance at beginning of year                    166,852         396,620        (563,481)
INVESTMENT                 Change during year                           139,623        (229,768)        960,101
GAINS(LOSSES)                                                       -----------     -----------     -----------
                        Balance at end of year                          306,475         166,852         396,620
                                                                    -----------     -----------     -----------
STOCKHOLDER'S
EQUITY                  Balance at end of year                      $ 2,059,405     $ 1,773,655     $ 1,798,841
                                                                    -----------     -----------     -----------
</TABLE>

                        See notes to consolidated financial statements.


- --------------------------------------------------------------------------------
4
<PAGE>   265


                   THE VARIABLE ANNUITY LIFE INSURANCE COMPANY



CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31,
IN THOUSANDS

<TABLE>
<CAPTION>
                                                                                        1997             1996             1995
                                                                                    ------------     ------------     ------------
<S>                                                                                 <C>              <C>              <C>         
OPERATING            Net income                                                     $    273,784     $    240,427     $    199,287
ACTIVITIES           Reconciling adjustments to net cash provided by operating
                      activities:
                        Insurance and annuity liabilities                              1,286,010        1,243,993        1,203,986
                        Deferred policy acquisition costs                                (95,554)         (85,617)         (87,861)
                        Other, net                                                       (51,241)         (50,233)          28,179
                                                                                    ------------     ------------     ------------
                           Net cash provided by operating activities                   1,412,999        1,348,570        1,343,591
                                                                                    ------------     ------------     ------------
INVESTING            Investment purchases                                            (18,403,013)     (14,883,271)      (9,671,304)
ACTIVITIES           Investment calls, maturities, and sales                          17,500,312       13,897,479        8,025,420
                     Net (increase) decrease in short-term investments                    (7,904)         (13,722)         120,745
                                                                                    ------------     ------------     ------------
                           Net cash used for investing activities                       (910,605)        (999,514)      (1,525,139)
                                                                                    ------------     ------------     ------------
FINANCING            Policyholder account deposits                                     3,385,303        2,896,090        2,553,928
ACTIVITIES           Policyholder account withdrawals                                 (1,427,005)      (1,276,008)        (996,324)
                     Transfers to Separate Accounts                                   (2,325,214)      (1,936,727)      (1,273,778)
                     Capital contribution from stockholder                               251,343           75,155            1,607
                     Dividends paid                                                     (379,000)        (111,000)         (95,000)
                                                                                    ------------     ------------     ------------
                           Net cash used for or provided by financing activities        (494,573)        (352,490)         190,433
                                                                                    ------------     ------------     ------------
NET CHANGE           Net increase (decrease) in cash                                       7,821           (3,434)           8,885
IN CASH              Cash at beginning of year                                            24,360           27,794           18,909
                                                                                    ------------     ------------     ------------
                           Cash at end of year                                      $     32,181     $     24,360     $     27,794
                                                                                    ------------     ------------     ------------
</TABLE>


                     See notes to consolidated financial statements.


- --------------------------------------------------------------------------------
                                                                               5
<PAGE>   266

                   THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1997
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 1997
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    ACCOUNTING CHANGES

     NEW ACCOUNTING STANDARDS NOT YET ADOPTED. In June 1997, the Financial
Accounting Standards Board (FASB) issued SFAS 130, "Reporting Comprehensive
Income," which establishes standards for reporting and displaying comprehensive
income and its components in the financial statements. Beginning first quarter
1998, VALIC must adopt this statement for all periods presented. Application of
this statement will not change recognition or measurement of net income and,
therefore, will not impact VALIC's consolidated results of operations or
financial position.

1.4    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.

     Loans for which VALIC determines that collection of all amounts due under
the contractual terms is not probable are considered to be impaired.
VALIC generally looks to the underlying collateral for repayment of impaired
loans. Therefore, impaired loans are considered to be collateral dependent and
are reported at the lower of amortized cost or fair value of the underlying
collateral, less estimated 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.

1.5    DERIVATIVES RELATED TO INVESTMENTS

     VALIC's use of derivative financial instruments is generally limited to
interest rate and currency swap agreements, and options to enter into interest
rate swap agreements (call swaptions). VALIC accounts for its derivative
financial instruments as hedges.

     INTEREST RATE AND CURRENCY SWAP AGREEMENTS. Interest rate swap agreements
convert specific investment securities from a floating to a fixed-rate basis, or
vice versa. Currency swap agreements are used to convert cash flows from
specific investment securities denominated in foreign currencies into U.S.
dollars at specified exchange rates, and to hedge against currency rate
fluctuations on anticipated security purchases.

     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.


- --------------------------------------------------------------------------------
6
<PAGE>   267

                   THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 1997

1.5    DERIVATIVES RELATED TO INVESTMENTS-(CONTINUED)

     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.

     CALL SWAPTIONS. Options to enter into interest rate swap agreements are
used to limit VALIC's exposure to reduced spreads between investment yields and
interest crediting rates should interest rates decline significantly over
prolonged periods. During such periods, the spread between investment yields and
interest crediting rates may be reduced as a result of certain limitations on
VALIC's ability to manage interest crediting rates. Call swaptions allow VALIC 
to enter into interest rate swap agreements to receive fixed rates and pay lower
floating rates, effectively increasing the spread between investment yields and
interest crediting rates.

     Premiums paid to purchase call swaptions are included in investments and
are amortized to net investment income over the exercise period of the
swaptions. If a call swaption is terminated, any gain is deferred and amortized
to insurance and annuity benefits over the expected life of the insurance and
annuity contracts and any unamortized premium is charged to income. If a call
swaption ceases to be an effective hedge, any gain or loss is recognized in
income.

1.6    DEFERRED POLICY ACQUISITION COSTS (DPAC)

     Certain costs of writing an insurance policy, including commissions,
underwriting, and marketing expenses, are deferred and reported as DPAC. DPAC 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) in 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.

1.7    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.

1.8    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%.

1.9    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.

1.10   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.




- --------------------------------------------------------------------------------
                                                                               7
<PAGE>   268
                   THE VARIABLE ANNUITY LIFE INSURANCE COMPANY


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 1997

1.11   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>
                                           1997           1996           1995
                                        ----------     ----------     ----------
<S>                                     <C>            <C>            <C>       
Net income                              $  237,719     $  213,686     $  157,622
                                        ----------     ----------     ----------
Stockholder's equity                    $1,189,278     $1,077,366     $  926,654
                                        ----------     ----------     ----------
</TABLE>

                                        2
- --------------------------------------------------------------------------------
                                   INVESTMENTS
- --------------------------------------------------------------------------------


2.1    INVESTMENT INCOME

     Income by type of investment was as follows:

<TABLE>
<CAPTION>
                                         1997            1996            1995
                                      ----------      ----------      ----------
<S>                                   <C>             <C>             <C>       
Non-affiliated fixed
  maturity securities                 $1,562,802      $1,471,879      $1,414,644
Affiliated fixed
  maturity securities                      2,588           2,851           3,181
Equity securities                            483             782           4,281
Mortgage loans on
  real estate                            123,591         140,492         149,974
Other                                     53,543          51,040          36,473
                                      ----------      ----------      ----------
  Gross investment income              1,743,007       1,667,044       1,608,553
  Investment expenses                     13,466          12,548          10,872
                                      ----------      ----------      ----------
    Net investment income             $1,729,541      $1,654,496      $1,597,681
                                      ----------      ----------      ----------
</TABLE>

     The carrying value of investments that produced no investment income during
1997 totaled $12,516 or 0.05% 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, 1997.

2.2    REALIZED INVESTMENT GAINS (LOSSES)

     Realized investment gains (losses) were as follows:

<TABLE>
<CAPTION>
                                           1997           1996           1995
                                         --------       --------       --------
<S>                                      <C>            <C>            <C>     
Fixed maturity securities                $  6,075       $  1,417       $    832
Equity securities                              21         15,795          7,706
Mortgage loans on
real estate                                21,647          4,635        (24,465)
Real estate                                 3,802            389          3,767
Other                                     (11,310)          (685)         5,011
                                         --------       --------       --------
  Realized investment gains
     (losses) before taxes                 20,235         21,551         (7,149)
Income tax expense (benefit)                7,082          7,543         (1,414)
                                         --------       --------       --------
   Net realized investment
     gains (losses)                      $ 13,153       $ 14,008       $ (5,735)
                                         --------       --------       --------
</TABLE>

     Proceeds from sales of fixed maturity securities were $3,269,801,
$3,052,550, and $1,432,183 during 1997, 1996, and 1995, respectively. Gross
gains of $23,967, $28,173, and $15,722 and gross losses of $22,489, $36,802, and
$30,518, were realized on those sales during 1997, 1996, and 1995, respectively.

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 
                                     -------------------------   ---------------------   
                                         1997          1996         1997       1996      
                                     -----------   -----------   ----------   --------   
<S>                                  <C>           <C>           <C>          <C>        
U.S. Treasury securities and
  obligations of U.S. government
  corporations and agencies          $   175,771   $   219,426   $   25,101   $ 20,025   
Obligations of states and
  political subdivisions                  32,264        32,308        1,193        840   
Debt securities issued by
  foreign governments                    248,838       241,908       14,018     10,958   
Corporate securities                  15,207,118    13,211,735      755,877    457,461   
Mortgage-backed securities             4,959,198     5,932,878      214,418    150,021   
Affiliated fixed maturity securities      28,192        29,236           67       --     
                                     -----------   -----------   ----------   --------   
  Total fixed maturity securities    $20,651,381   $19,667,491   $1,010,674   $639,305   
                                     -----------   -----------   ----------   --------   
Equity securities                    $     5,581   $     8,624   $      114   $     61   
                                     -----------   -----------   ----------   --------   
<CAPTION>
                                    Gross Unrealized Losses            Fair Value
                                    -----------------------   -------------------------
                                       1997         1996           1997          1996
                                    ---------    ----------   -----------   -----------
<S>                                  <C>         <C>          <C>           <C>        
U.S. Treasury securities and
  obligations of U.S. government
  corporations and agencies          $     (3)   $    (465)   $   200,869   $   238,986
Obligations of states and
  political subdivisions                    _         (197)        33,457        32,951
Debt securities issued by
  foreign governments                  (1,988)        (122)       260,868       252,744
Corporate securities                  (16,179)     (76,389)    15,946,816    13,592,807
Mortgage-backed securities             (2,801)     (40,150)     5,170,815     6,042,749
Affiliated fixed maturity securities     --           --           28,259        29,236
                                     --------    ---------    -----------   -----------
  Total fixed maturity securities    $(20,971)   $(117,323)   $21,641,084   $20,189,473
                                     --------    ---------    -----------   -----------
Equity securities                    $   (239)   $     (96)   $     5,456   $     8,589
                                     --------    ---------    -----------   -----------
</TABLE>



- --------------------------------------------------------------------------------
8

<PAGE>   269



                   THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 1997


2.3    FIXED MATURITY AND EQUITY SECURITIES (CONTINUED)

     MATURITIES. The contractual maturities of fixed maturity securities at
December 31, 1997 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                              $   103,239      $   104,677
   In years two through five                          4,106,448        4,284,682
   In years six through ten                           7,443,520        7,812,438
   After ten years                                    3,842,984        4,067,083
Mortgage-backed securities                            5,155,190        5,372,204
                                                    -----------      -----------
   Total fixed maturity securities                  $20,651,381      $21,641,084
                                                    -----------      -----------
</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>
                                                       1997            1996
                                                    -----------     -----------
<S>                                                 <C>             <C>        
Gross unrealized gains                              $ 1,010,788     $   639,366
Gross unrealized losses                                 (21,210)       (117,419)
DPAC adjustments                                       (511,037)       (261,363)
Deferred federal income taxes                          (172,066)        (93,732)
                                                    -----------     -----------
  Net unrealized gains
    on securities                                   $   306,475     $   166,852
                                                    -----------     -----------
</TABLE>

2.5    MORTGAGE LOANS ON REAL ESTATE

     Diversification. Diversification of the geographic location and type of
property collateralizing mortgage loans reduces the concentration of credit
risk. For new loans, VALIC requires loan-to-value ratios of 75% or less, based
on management's credit assessment of the borrower.

2.5    MORTGAGE LOANS ON REAL ESTATE (CONTINUED)

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

<TABLE>
<CAPTION>
                                                         1997           1996
                                                      -----------    -----------
<S>                                                   <C>            <C>        
Geographic distribution:
  Atlantic                                            $   614,627    $   656,073
  Pacific and Mountain                                    355,006        406,948
  Central                                                 310,535        331,411
  Allowance for losses                                    (21,139)       (44,577)
                                                      -----------    -----------
    Total mortgage loans                              $ 1,259,029    $ 1,349,855
                                                      -----------    -----------
Property type:
  Office                                              $   467,326    $   456,818
  Retail                                                  396,934        451,668
  Industrial                                              246,241        221,532
  Apartments                                              145,272        190,583
  Residential and other                                    24,395         73,831
  Allowance for losses                                    (21,139)       (44,577)
                                                      -----------    -----------
    Total mortgage loans                              $ 1,259,029    $ 1,349,855
                                                      -----------    -----------
</TABLE>

     ALLOWANCE. Activity in the allowance for mortgage loan losses was as
follows:

<TABLE>
<CAPTION>
                                               1997           1996           1995
                                            -----------    -----------    -----------
<S>                                         <C>            <C>            <C>        
Balance at January 1                        $    44,577    $    54,213    $    55,665
Provision for mortgage
  loan losses                                   (18,178)        (2,967)        25,418
Deductions                                       (5,260)        (6,669)       (26,870)
                                            -----------    -----------    -----------
  Balance at December 31                    $    21,139    $    44,577    $    54,213
                                            -----------    -----------    -----------
</TABLE>


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

<TABLE>
<CAPTION>
                                                              1997         1996
                                                           ----------   ----------
<S>                                                        <C>          <C>       
Impaired loans:
 With allowance*                                           $   28,317   $   46,346
 Without allowance                                               --            236
                                                           ----------   ----------
    Total impaired loans                                   $   28,317   $   46,582
                                                           ----------   ----------
Average investment                                         $   37,449   $   56,163
Interest income earned                                          2,887        4,816
Interest income - cash basis                                     --          4,617
                                                           ----------   ----------
</TABLE>

* Represents gross amounts before allowance for mortgage loan losses of $9,317
  and $6,848, respectively.


- --------------------------------------------------------------------------------
                                                                               9
<PAGE>   270

                   THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 1997

                                        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>
                                    1997         1996         1995
                                 ---------    ---------    ---------
<S>                              <C>          <C>          <C>      
Balance at January 1             $ 557,748    $ 182,546    $ 910,479
Deferrals:
  Commissions                       76,327       62,760       52,959
  Other acquisition costs           61,328       54,058       51,743
Amortization:
  Accretion of interest             65,388       59,810       54,086
  Operating earnings              (107,489)     (91,011)     (70,927)
Offset to realized
  (gains) losses                   (11,282)        (676)       4,991
Effect of net unrealized
  (gains) losses on securities    (249,674)     290,261     (820,785)
                                 ---------    ---------    ---------
Balance at December 31           $ 392,346    $ 557,748    $ 182,546
                                 ---------    ---------    ---------
</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>
                                                          1997           1996
                                                       ---------      ---------
<S>                                                    <C>            <C>       
Current tax liabilities (assets)                       $   2,027      $  (4,551)
                                                       ---------      ---------
Deferred tax liabilities, applicable to:
  Basis differential of investments                      368,591        201,122
  DPAC                                                   134,541        192,815
  Other                                                   18,576          8,025
                                                       ---------      ---------
     Total deferred tax liabilities                      521,708        401,962
                                                       ---------      ---------
Deferred tax assets, applicable to:
  Policy reserves                                       (138,555)      (118,595)
  Basis differential of investments                       (1,545)        (6,219)
  Other                                                   (6,563)        (7,437)
                                                       ---------      ---------
     Total deferred tax assets                          (146,663)      (132,251)
                                                       ---------      ---------
       Net deferred tax liabilities                      375,045        269,711
                                                       ---------      ---------
             Total income tax liabilities              $ 377,072      $ 265,160
                                                       ---------      ---------
</TABLE>

4.3    TAX EXPENSE

Components of income tax expense were as follows:

<TABLE>
<CAPTION>
                                            1997          1996          1995
                                         ----------    ----------    ----------
<S>                                      <C>           <C>           <C>       
Current:
  Federal                                $  114,138    $   99,560    $   99,273
  State                                       3,099         2,842         3,224
                                         ----------    ----------    ----------
    Total current income
       tax expense                          117,237       102,402       102,497
                                         ----------    ----------    ----------
Deferred, applicable to:
  DPAC                                       29,113        29,308        32,174
  Policy reserves                           (14,920)      (18,581)      (28,780)
  Basis differential of
     investments                              3,569         2,754          (786)
  Other, net                                  9,239         8,487        (5,385)
                                         ----------    ----------    ----------
    Total deferred income
       tax expense (benefit)                 27,001        21,968        (2,777)
                                         ----------    ----------    ----------
         Income tax expense              $  144,238    $  124,370    $   99,720
                                         ----------    ----------    ----------
</TABLE>

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

<TABLE>
<CAPTION>
                                       1997            1996            1995
                                     ---------       ---------       ---------
<S>                                  <C>             <C>             <C>      
Federal income tax rate                     35%             35%             35%
Income tax expense at
  applicable rate                    $ 146,308       $ 127,679       $ 104,652
Dividends received
  deduction                             (5,212)         (4,935)         (3,883)
Tax-exempt interest (ESOP)              (3,326)         (3,865)         (4,426)
State income taxes                       3,695           3,311           2,918
Other items                              2,773           2,180             459
                                     ---------       ---------       ---------
  Income tax expense                 $ 144,238       $ 124,370       $  99,720
                                     ---------       ---------       ---------
</TABLE>

     Federal income taxes paid in 1997, 1996, and 1995 were $106,338, $114,478,
and $52,790, respectively. State income taxes paid in 1997, 1996, and 1995 were
$2,978, $3,060, and $2,653, respectively.


- --------------------------------------------------------------------------------
10
<PAGE>   271


                   THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 1997

                                        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 1998 is
$233,582.

                                        6
- --------------------------------------------------------------------------------
                        DERIVATIVE FINANCIAL INSTRUMENTS
- --------------------------------------------------------------------------------

     Interest rate and currency swap agreements related to investment securities
at December 31, 1997 were as follows:

<TABLE>
<S>                                                               <C>        
Interest rate swap agreements to pay fixed rate
  Notional amount                                                 $   107,000
  Average receive rate                                                   6.92%
  Average pay rate                                                       6.25
                                                                  -----------
Currency swap agreements (receive U.S.$/pay Canadian$)
  Notional amount (in U.S.$)                                      $   123,326
  Average exchange rate                                                  1.49
                                                                  -----------
</TABLE>

  During 1997, VALIC purchased call swaptions that expire in 1998. These call
swaptions had a notional amount of $1.15 billion and strike rates ranging from
4.5% to 5.5% at December 31, 1997. Should the strike rates remain below market
rates, the call swaptions will expire and VALIC's exposure would be limited to
the premiums paid.

                                        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>
                                                   1997                             1996
                                         --------------------------      -------------------------- 
                                            Fair          Carrying          Fair         Carrying
                                            Value          Amount           Value         Amount
                                         -----------    -----------      -----------    ----------- 
<S>                                      <C>            <C>              <C>            <C>         
Assets                                                                                              
                                                                                                    
  Fixed maturity and equity securities   $21,646,540*   $ 21,646,540*    $20,198,062*   $20,198,062 
                                                                                                    
  Mortgage loans on real estate            1,288,702      1,259,029        1,352,994      1,349,855 
                                                                                                    
  Policy loans                               721,089        719,127          637,870        639,200 
                                                                                                    
Liabilities                                                                                         
                                                                                                    
  Insurance investment contracts          21,536,809     21,994,804       19,753,088     21,067,429 
                                         -----------    -----------      -----------    ----------- 
</TABLE>

* Includes derivative financial instruments with negative fair value of $2,967
in 1997 and negative fair value of $7,872 in 1996.

     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>   272
                   THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 1997

                                        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, 1997 were as follows:

     Operating expenses include $22,061 in 1997, $17,533 in 1996, and $21,173 in
1995 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 $501 in 1997, $455 in 1996, and $1,662 in 1995.

     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, 1997, 1996, and 1995. VALIC recognized $1,292 in interest income
during 1997, $1,372 for 1996, and $1,452 for 1995.

     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, 1997, 1996, and 1995.
VALIC recognized $1,296, $1,479, and $1,729 of interest income on the note
during 1997, 1996, and 1995, respectively.

     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.

     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.

     VALIC paid common stock dividends of $379,000, $106.01 per share; $111,000,
$31.05 per share; and $95,000, $26.57 per share, in 1997, 1996, and 1995,
respectively.

     VALIC received capital contributions of $250,000 and $75,000 from AGL on
March 31, 1997 and December 30, 1996, respectively.

     VALIC acquired from American General Life and Accident Insurance Company
bonds of various issuers at a cost of $22,154 and $25,892 on January 30, 1997
and April 8, 1997, respectively.

     On December 5, 1997, VALIC acquired from Western National Life Insurance
Company bonds of various issuers at a cost of $129,715.

                                        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 $30, $2,678, and $18,961, for the
years ended December 31, 1997, 1996, and 1995, respectively. The accrued
liability for anticipated assessments was $7,402, $13,661, and $20,249, at
December 31, 1997, 1996, and 1995, respectively. The 1997 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 continue annually no more than the maximum amount that can be
deducted for federal income tax purposes.



- --------------------------------------------------------------------------------
12
<PAGE>   273

                   THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 1997


10.1   PENSION PLANS - (CONTINUED)

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

<TABLE>
<CAPTION>
                                          1997           1996          1995
                                       ----------     ----------    ----------
<S>                                    <C>            <C>           <C>       
Service cost (benefits earned)
  during period                        $    1,045     $      917    $      601
Interest cost on projected
  benefit obligation                        1,034            843           635
Actual return on plan assets               (2,734)        (2,785)       (1,249)
Amortization of unrecognized
  net asset existing at date of
  initial application                        --              (23)          (72)
Amortization of unrecognized
  prior service cost                           45             44            44
Deferral of net asset gain                  1,933          2,210           749
                                       ----------     ----------    ----------
  Total pension expense                $    1,323     $    1,206    $      708
                                       ----------     ----------    ----------
Weighted-average discount rate
  on benefit obligation                      7.25%        7.50 %          7.25%
Rate of increase in
  compensation levels                        4.00%        4.00 %          4.00%
Expected long-term rate of
  return on plan assets                     10.00%       10.00 %         10.00%
                                       ----------     ----------    ----------
</TABLE>

     The following table sets forth the funded status and amounts recognized in
the Consolidated Balance Sheet at December 31, 1997 and 1996 for VALIC's defined
benefit pension plan:

<TABLE>
<CAPTION>
                                                          1997           1996
                                                       -----------    -----------
<S>                                                    <C>            <C>        
Actuarial present value of benefit obligation:
  Vested                                               $    10,919    $     8,265
  Nonvested                                                  1,485          1,251
                                                       -----------    -----------
Accumulated benefit obligation                              12,404          9,516
Effect of increase in compensation levels                    3,340          2,474
                                                       -----------    -----------
Projected benefit obligation                                15,744         11,990
Plan assets at fair value                                   11,759          9,120
                                                       -----------    -----------
Projected benefit obligation in excess of
  plan assets                                               (3,985)        (2,870)
Unrecognized net gain                                        1,367          1,266
Unrecognized prior service cost                                 18             62
                                                       -----------    -----------
    Net pension liability                              $    (2,600)   $    (1,542)
                                                       -----------    -----------
</TABLE>

     Equity and fixed maturity securities were 63% and 28%, 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 1997, 1996, and
1995 was $295, $282, and $228, respectively.

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

<TABLE>
<CAPTION>
                                                          1997          1996
                                                       ---------     ---------
<S>                                                    <C>           <C>      
Actuarial present value of benefit obligations
  Retirees                                             $       8     $      21
  Fully eligible active plan participants                    151           103
  Other active plan participants                           2,082         1,479
                                                       ---------     ---------
Accumulated postretirement
  benefit obligations                                      2,241         1,603
Unrecognized net gain                                       (452)          (66)
Net funding                                                   (5)          (17)
                                                       ---------     ---------
    Accrued benefit cost                               $   1,784     $   1,520
                                                       ---------     ---------
Discount rate on postretirement
  benefit obligations                                       7.25%         7.50%
                                                       ---------     ---------
</TABLE>

                                       11
- --------------------------------------------------------------------------------
                         IMPACT OF YEAR 2000 (UNAUDITED)
- --------------------------------------------------------------------------------

     VALIC is in the process of modifying its computer systems to be Year 2000
compliant and expects to substantially complete this project during 1998. During
1997, VALIC incurred and expensed $6.0 million (pretax) related to this project.
VALIC estimates that it will incur future costs in excess of $9.3 million
(pretax) for additional internal staff, third-party vendors, and other expenses
to render its systems Year 2000 compliant.

     The costs of the project and the date on which VALIC believes it will
complete the Year 2000 modifications are based on management's best estimates,
which were derived utilizing numerous assumptions of future events, including
the continued availability of certain resources and other factors. However,
there can be no guarantee that these estimates will be achieved and actual
results could differ materially from those anticipated. Specific factors that
might cause such material differences include, but are not limited to, the
availability and cost of personnel trained in this area, the ability to locate
and correct all relevant computer codes, and similar uncertainties.


- --------------------------------------------------------------------------------
    
<PAGE>   274
   
================================================================================
                               PRESIDENT'S LETTER                             1
================================================================================


TO OUR PARTICIPANTS:

We are pleased to present the December 31, 1997, 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.

During 1997 equity markets produced returns well above those of 1996. The stock
market, as measured by the Standard & Poor's 500 Index (S&P 500(R)) had a total
return of 33.36%. The mid-sized companies followed closely, with the Standard &
Poor's MidCap 400 (MidCap 400) earning 32.24% and the Russell 2000(R) producing
22.36%.

The average mutual fund returns showed greater variability than that evidenced
by the broader averages. In the large capitalization area, growth and value were
rather close with one year returns of 26.45% and 26.60% respectively. However,
the mid-cap sector experienced wide variability with growth returning 15.53% and
value returning 26.80%. A somewhat similar experience occurred in the small-cap
arena where growth funds provided average returns of 14.42% while the value
sector returned 27.75%. The orientation of any specific fund was a major factor
in the performance differences.

The yield on the 30-year treasury bond opened the year at 6.64% and rose during
the spring on fears the strengthening economy would force the Federal Reserve
(Fed) to push up short-term rates. On March 25, the Fed raised the Fed Funds
rate 0.25%; subsequently on April 14, the 30-year T-bond yield hit 7.17%. Later
in April, as fears of further rate hikes subsided and inflation fell, yields
began to fall and bond prices rose.

The second half of the year, marked by low inflation and little fear of Fed
action, was a good period for the fixed-income investor. A strong dollar, aided
by the turmoil and uncertainty in Asia, encouraged investors to flee to the
safety of U.S. bonds.

The European markets were positive throughout the year as home market and cross
border mergers boosted returns and dollar-sensitive exporters had strong sales
and profits. Asian markets were decimated in the fourth quarter as a fearsome
currency, banking and debtor crisis started in Thailand and spread to most
Pacific Rim economies.

Throughout the developed world international bond prices rallied and yields
declined to thirty year lows. Inflation was minimal and most nations pursued
sound fiscal policy. The Asian crisis helped as investors bought high quality
government bonds as a safe haven asset allocation.

If you have any questions about your contract or this report, we would be happy
to hear from you.



                                  Respectfully,

                                  /s/ THOMAS L. WEST, JR.

                                  Thomas L. West, Jr., President and CEO
                                  The Variable Annuity Life Insurance Company



February 6, 1998



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.

<PAGE>   275

================================================================================
2                              PRESIDENT'S LETTER
================================================================================


<TABLE>
<CAPTION>
                                                                                                                ONE YEAR
                                                                                                              TOTAL RETURNS
                                                     GROUP                            PORTFOLIO  PORTFOLIO   FOR YEAR ENDING
                                                     UNIT               INDEPENDENCE  DIRECTOR   DIRECTOR      DECEMBER 31,
                                                   PURCHASE    IMPACT       PLUS          1          2      ------------------
                                                   DIVISION   DIVISION    DIVISION    DIVISION   DIVISION   1997          1996
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>            <C>        <C>         <C>         <C>   <C>           <C>  
INTERNATIONAL GROWTH
   AGSPC International Equities Fund...........       --          --         11          11          --      1.18%        5.75%
   Putnam Global Growth Fund...................       --          --         --          --          28     12.20        15.37
   Templeton Foreign Fund......................       --          --         --          --          32      5.57        16.74
   Templeton International Fund................       --          --         --          20          --     12.54        22.50

AGGRESSIVE GROWTH
   AGSPC Science & Technology Fund.............       --          --         --          17          17      1.57        12.68
   AGSPC Small Cap Index Fund..................       --          --         14          14          --     21.18        15.57
   Dreyfus Small Cap Portfolio.................       --          --         --          18          --     15.37        15.14
   Putnam New Opportunities Fund...............       --          --         --          --          26     21.31         9.70
   Putnam OTC & Emerging Growth Fund...........       --          --         --          --          27      9.08         3.53

GROWTH
   AGSPC Growth Fund...........................       --          --         --          15          15     19.80        18.18
   AGSPC MidCap Index Fund.....................       --           4          4           4          --     30.45        17.61
   American Century -
      Twentieth Century Ultra Fund.............       --          --         --          --          31     21.74        12.43
   Founders Growth Fund........................       --          --         --          --          30     25.25        15.35

GROWTH & INCOME
   AGSPC Growth & Income Fund..................       --          --         --          16          --     22.60        22.10
   AGSPC Social Awareness Fund.................       --          --         12          12          12     32.52        22.75
   AGSPC Stock Index Fund .....................    10A, 10B       10D        10C         10C         10C    31.77        21.53
   Neuberger&Berman Guardian Trust.............       --          --         --          --          29     16.66        16.54
   Scudder Growth and Income Fund..............       --          --         --          --          21     28.80        20.63
   Vanguard/Windsor II.........................       --          --         --          --          24     30.70        22.56

BALANCED GROWTH - INTERNATIONAL
   Templeton Asset Allocation Fund.............       --          --         --          19          --     14.07        17.40

BALANCED GROWTH - DOMESTIC
   AGSPC Asset Allocation Fund.................       --           5          5           5          --     21.40         9.99
   Vanguard/Wellington Fund....................       --          --         --          --          25     21.65        14.69

CURRENT INCOME
   AGSPC Intl Government Bond Fund.............       --          --         13          13          13     (5.79)        3.36

CURRENT INCOME & CAPITAL PRESERVATION
   AGSPC Capital Conservation Fund.............       --           1          7           7          --      7.49         0.75
   AGSPC Government Securities Fund............       --          --          8           8          --      7.83         0.90
   Vanguard Fixed Income Securities Fund -
      Long-Term Corporate Portfolio............       --          --         --          --          22     12.32        (0.72)
   Vanguard Fixed Income Securities Fund -
      Long-Term U. S. Treasury Portfolio.......       --          --         --          --          23     12.44        (3.08)

LIQUIDITY & CAPITAL PRESERVATION
   AGSPC Money Market Fund.....................       --           2          6           6           6      4.13         3.97
</TABLE>



The total returns 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.
<PAGE>   276

================================================================================
                              FINANCIAL STATEMENTS                            3
================================================================================


<TABLE>
<CAPTION>
STATEMENT OF NET ASSETS
December 31, 1997

ASSETS:                                                               ALL DIVISIONS
                                                                     ---------------
<S>                                                                  <C>            
Total investment in shares of mutual funds, at market
   (cost $8,087,103,381) ........................................    $10,324,166,205
Balance due from VALIC general account ..........................          3,148,203
                                                                     ---------------
NET ASSETS ......................................................    $10,327,314,408
                                                                     ===============

CONTRACT OWNER RESERVES:
Reserves for redeemable annuity contracts
         (Net of applicable contract loans-- partial
          withdrawals with right of reinvestment) ...............    $10,307,955,440
Reserves for annuity contracts on benefit .......................         19,358,968
                                                                     ---------------
TOTAL CONTRACT OWNER RESERVES ...................................    $10,327,314,408
                                                                     ===============
</TABLE>



<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
For the year ended December 31, 1997

INVESTMENT INCOME:                                                    ALL DIVISIONS
                                                                     ---------------
<S>                                                                  <C>            
Dividends from mutual funds .....................................    $   121,206,942
                                                                     ---------------


EXPENSES:
Mortality and expense charges ...................................         92,522,835
Reimbursement of expenses (Note C) ..............................         (2,073,989)
                                                                     ===============
         Total expenses .........................................         90,448,846
                                                                     ===============
NET INVESTMENT INCOME ...........................................         30,758,096
                                                                     ---------------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments ................................        161,505,567
Capital gains distributions from mutual funds ...................        289,703,358
Net unrealized appreciation of investments during the year ......      1,001,756,337
                                                                     ===============
         Net realized and unrealized gain on investments ........      1,452,965,262
                                                                     ===============
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ................    $ 1,483,723,358
                                                                     ===============
</TABLE>


<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS                                                                      ALL DIVISIONS
                                                                                              -------------------------------------
                                                                                                    1997                 1996
                                                                                              ----------------     ----------------
<S>                                                                                           <C>                  <C>             
OPERATIONS:
Net investment income ....................................................................    $     30,758,096     $     31,159,663
Net realized gain on investments .........................................................         161,505,567           96,618,063
Capital gains distributions from mutual funds ............................................         289,703,358          175,625,286
Net unrealized appreciation of investments during the year ...............................       1,001,756,337          539,282,575
                                                                                              ----------------     ----------------
         Increase in net assets resulting from operations ................................       1,483,723,358          842,685,587
                                                                                              ================     ================

PRINCIPAL TRANSACTIONS:
Purchase payments ........................................................................       1,798,552,034        1,307,543,093
Surrenders of accumulation units by terminations, withdrawals, and maintenance fees ......        (328,105,329)        (210,060,345)
Annuity benefit payments .................................................................          (2,273,125)          (1,897,648)
Amounts transferred from VALIC general account ...........................................         518,857,110          647,659,402
                                                                                              ----------------     ----------------
         Increase in net assets resulting from principal transactions ....................       1,987,030,690        1,743,244,502
                                                                                              ----------------     ----------------
TOTAL INCREASE IN NET ASSETS .............................................................       3,470,754,048        2,585,930,089
                                                                                              ================     ================

NET ASSETS:
Beginning of year ........................................................................       6,856,560,360        4,270,630,271
                                                                                              ----------------     ----------------
End of year ..............................................................................    $ 10,327,314,408     $  6,856,560,360
                                                                                              ================     ================
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>   277

================================================================================
4                             FINANCIAL STATEMENTS
================================================================================



<TABLE>
<CAPTION>
                                                                    AGSPC            PUTNAM                                        
                                                                INTERNATIONAL        GLOBAL          TEMPLETON        TEMPLETON    
STATEMENTS OF NET ASSETS                                          EQUITIES           GROWTH           FOREIGN        INTERNATIONAL 
December 31, 1997                                                   FUND              FUND              FUND             FUND      
                                                                 DIVISION 11       DIVISION 28       DIVISION 32      DIVISION 20  
                                                                -------------     -------------     -------------    -------------
<S>                                                             <C>               <C>               <C>              <C>          
ASSETS:
Investment in shares of mutual funds, at market ............    $ 152,510,209     $  58,836,553     $ 180,677,558    $ 731,342,182
Balance due (to) from VALIC general account ................         (509,427)           (2,145)          174,443       (1,602,995)
                                                                -------------     -------------     -------------    -------------
NET ASSETS .................................................    $ 152,000,782     $  58,834,408     $ 180,852,001    $ 729,739,187
                                                                =============     =============     =============    =============

CONTRACT OWNER RESERVES:
Reserves for redeemable annuity contracts (Net of applicable
   contract loans -- partial withdrawals with 
   right of reinvestment) ..................................    $ 151,837,305     $  58,803,197     $ 180,817,115    $ 729,577,415
Reserves for annuity contracts on benefit ..................          163,477            31,211            34,886          161,772
                                                                -------------     -------------     -------------    -------------
TOTAL CONTRACT OWNER RESERVES ..............................    $ 152,000,782     $  58,834,408     $ 180,852,001    $ 729,739,187
                                                                =============     =============     =============    =============
</TABLE>


<TABLE>
<CAPTION>
                                                                AMERICAN CENTURY -                      AGSPC              AGSPC   
                                                                   TWENTIETH        FOUNDERS           GROWTH &            SOCIAL  
STATEMENTS OF NET ASSETS                                         CENTURY ULTRA       GROWTH             INCOME           AWARENESS 
December 31, 1997                                                    FUND             FUND               FUND               FUND   
                                                                  DIVISION 31       DIVISION 30       DIVISION 16       DIVISION 12
                                                                 -------------     -------------     -------------     -------------
<S>                                                              <C>               <C>               <C>               <C>          
ASSETS:
Investment in shares of mutual funds, at market ............     $ 123,498,148     $ 170,135,993     $ 256,933,935     $ 243,460,767
Balance due (to) from VALIC general account ................           270,241           332,238           162,040           119,205
                                                                 -------------     -------------     -------------     -------------
NET ASSETS .................................................     $ 123,768,389     $ 170,468,231     $ 257,095,975     $ 243,579,972
                                                                 =============     =============     =============     =============

CONTRACT OWNER RESERVES:
Reserves for redeemable annuity contracts (Net of
   applicable contract loans -- partial withdrawals
   with right of reinvestment) .............................     $ 123,739,369     $ 170,431,273     $ 257,042,890     $ 243,534,821
Reserves for annuity contracts on benefit ..................            29,020            36,958            53,085            45,151
                                                                 -------------     -------------     -------------     -------------
TOTAL CONTRACT OWNER RESERVES ..............................     $ 123,768,389     $ 170,468,231     $ 257,095,975     $ 243,579,972
                                                                 =============     =============     =============     =============
</TABLE>

<TABLE>
<CAPTION>
                                                                                       AGSPC                                AGSPC   
STATEMENTS OF NET ASSETS                                            TEMPLETON          ASSET           VANGUARD/       INTERNATIONAL
December 31, 1997                                               ASSET ALLOCATION    ALLOCATION        WELLINGTON         GOVERNMENT 
                                                                     FUND              FUND              FUND            BOND FUND  
                                                                  DIVISION 19        DIVISION 5       DIVISION 25       DIVISION 13 
                                                                 -------------     -------------     -------------     -------------
<S>                                                              <C>               <C>               <C>               <C>          
ASSETS:
Investment in shares of mutual funds, at market ............     $ 316,804,111     $ 184,445,969     $ 155,754,286     $ 166,189,923
Balance due (to) from VALIC general account ................            70,174           132,023           290,261             9,834
                                                                 -------------     -------------     -------------     -------------
NET ASSETS .................................................     $ 316,874,285     $ 184,577,992     $ 156,044,547     $ 166,199,757
                                                                 =============     =============     =============     =============

CONTRACT OWNER RESERVES:
Reserves for redeemable annuity contracts (Net of applicable
   contract loans -- partial withdrawals with right of
   reinvestment) ...........................................     $ 316,576,446     $ 184,488,524     $ 156,028,597     $ 166,177,986
Reserves for annuity contracts on benefit ..................           297,839            89,468            15,950            21,771
                                                                 -------------     -------------     -------------     -------------
TOTAL CONTRACT OWNER RESERVES ..............................     $ 316,874,285     $ 184,577,992     $ 156,044,547     $ 166,199,757
                                                                 =============     =============     =============     =============
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>   278

================================================================================
                               SEPARATE ACCOUNT A                             5
================================================================================


<TABLE>
<CAPTION>
     AGSPC               AGSPC                                 PUTNAM           PUTNAM OTC &                              AGSPC     
   SCIENCE &           SMALL CAP           DREYFUS              NEW              EMERGING              AGSPC              MIDCAP    
  TECHNOLOGY             INDEX            SMALL CAP         OPPORTUNITIES         GROWTH              GROWTH              INDEX     
     FUND                FUND             PORTFOLIO             FUND               FUND                FUND                FUND     
  DIVISION 17         DIVISION 14        DIVISION 18         DIVISION 26         DIVISION 27        DIVISION 15          DIVISION 4 
- --------------      --------------      --------------      --------------     --------------      --------------     --------------
<S>                 <C>                 <C>                 <C>                <C>                 <C>                <C>           
$  911,151,116      $  230,728,350      $  850,402,328      $  164,603,317     $   97,480,884      $  941,261,746     $  730,544,269
    (1,489,662)           (659,600)           (578,020)            233,261            (24,754)            161,723             69,416
- --------------      --------------      --------------      --------------     --------------      --------------     --------------
$  909,661,454      $  230,068,750      $  849,824,308      $  164,836,578     $   97,456,130      $  941,423,469     $  730,613,685
==============      ==============      ==============      ==============     ==============      ==============     ==============


$  909,365,168      $  229,944,880      $  849,635,667      $  164,825,889     $   97,416,344      $  941,014,035     $  730,300,161
       296,286             123,870             188,641              10,689             39,786             409,434            313,524
- --------------      --------------      --------------      --------------     --------------      --------------     --------------
$  909,661,454      $  230,068,750      $  849,824,308      $  164,836,578     $   97,456,130      $  941,423,469     $  730,613,685
==============      ==============      ==============      ==============     ==============      ==============     ==============
</TABLE>

<TABLE>
<CAPTION>
                                                                                                                                   
                                                                                NEUBERGER&          SCUDDER      
                                                                                  BERMAN           GROWTH AND     
                         AGSPC STOCK INDEX FUND                                  GUARDIAN            INCOME             VANGUARD/  
- -------------------------------------------------------------------------          TRUST              FUND             WINDSOR II  
 DIVISION 10A        DIVISION 10B        DIVISION 10C       DIVISION 10D        DIVISION 29        DIVISION 21         DIVISION 24 
- --------------      --------------      --------------     --------------      --------------     --------------     --------------
<S>                 <C>                 <C>                <C>                 <C>                <C>                <C>           
$  470,449,397      $   36,956,225      $2,310,257,611     $   49,705,360      $   46,258,362     $  135,121,244     $  275,114,738
      (666,014)            (10,194)             69,889            (32,333)             48,461            263,157            282,461
- --------------      --------------      --------------     --------------      --------------     --------------     --------------
$  469,783,383      $   36,946,031      $2,310,327,500     $   49,673,027      $   46,306,823     $  135,384,401     $  275,397,199
==============      ==============      ==============     ==============      ==============     ==============     ==============


$  456,754,846      $   35,140,766      $2,308,562,536     $   49,487,144      $   46,292,017     $  135,309,549     $  275,307,672
    13,028,537           1,805,265           1,764,964            185,883              14,806             74,852             89,527
- --------------      --------------      --------------     --------------      --------------     --------------     --------------
$  469,783,383      $   36,946,031      $2,310,327,500     $   49,673,027      $   46,306,823     $  135,384,401     $  275,397,199
==============      ==============      ==============     ==============      ==============     ==============     ==============
</TABLE>


<TABLE>
<CAPTION>
                                                             VANGUARD           VANGUARD            
                                           AGSPC           FIXED INCOME       FIXED INCOME                 
                                        GOVERNMENT       SECURITIES FUND -  SECURITIES FUND -              
 AGSPC CAPITAL CONSERVATION FUND        SECURITIES        L/T CORPORATE    L/T U.S. TREASURY           AGSPC MONEY MARKET FUND
- ---------------------------------          FUND              PORTFOLIO         PORTFOLIO         ---------------------------------
  DIVISION 1         DIVISION 7         DIVISION 8         DIVISION 22        DIVISION 23          DIVISION 2          DIVISION 6
- --------------     --------------     --------------      --------------     --------------      --------------     --------------
<S>                <C>                <C>                 <C>                <C>                 <C>                <C>           
$    6,412,016     $   55,381,861     $   88,209,203      $   20,418,430     $   23,933,498      $    4,526,778     $  134,659,838
        15,510             36,867            (41,915)             21,619           (295,284)             52,979          6,244,744
- --------------     --------------     --------------      --------------     --------------      --------------     --------------
$    6,427,526     $   55,418,728     $   88,167,288      $   20,440,049     $   23,638,214      $    4,579,757     $  140,904,582
==============     ==============     ==============      ==============     ==============      ==============     ==============


$    6,422,800     $   55,418,728     $   88,167,288      $   20,440,049     $   23,628,181      $    4,579,757     $  140,887,025
         4,726                 --                 --                  --             10,033                  --             17,557
- --------------     --------------     --------------      --------------     --------------      --------------     --------------
$    6,427,526     $   55,418,728     $   88,167,288      $   20,440,049     $   23,638,214      $    4,579,757     $  140,904,582
==============     ==============     ==============      ==============     ==============      ==============     ==============
</TABLE>



<PAGE>   279
================================================================================
6                             FINANCIAL STATEMENTS
================================================================================



<TABLE>
<CAPTION>
                                                                 AGSPC              PUTNAM         
STATEMENTS OF OPERATIONS                                      INTERNATIONAL         GLOBAL            TEMPLETON          TEMPLETON
For the year ended December 31, 1997                            EQUITIES            GROWTH             FOREIGN         INTERNATIONAL
                                                                  FUND               FUND               FUND               FUND   
                                                               DIVISION 11        DIVISION 28         DIVISION 32       DIVISION 20
                                                               ------------       ------------       ------------       ------------
<S>                                                            <C>                <C>                <C>                <C>         
INVESTMENT INCOME:
Dividends from mutual funds .............................      $  3,295,464       $  1,207,561       $  4,714,678       $ 15,319,152
                                                               ------------       ------------       ------------       ------------

EXPENSES:
Mortality and expense risk charge .......................         1,749,279            476,142          1,434,900          8,274,446
Reimbursement of expenses (Note C) ......................                --            (94,544)          (286,433)                --
                                                               ------------       ------------       ------------       ------------
   Total expenses .......................................         1,749,279            381,598          1,148,467          8,274,446
                                                               ------------       ------------       ------------       ------------
NET INVESTMENT INCOME (LOSS) ............................         1,546,185            825,963          3,566,211          7,044,706
                                                               ------------       ------------       ------------       ------------

REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENTS:
Net realized gain (loss) on investments .................         8,844,811            172,968            180,290         24,143,886
Capital gains distributions from mutual funds ...........         4,593,062          9,300,593         12,359,374          6,157,699
Net unrealized appreciation (depreciation)
   of investments during the year .......................       (11,693,489)        (7,591,166)       (16,286,999)        33,826,345
                                                               ------------       ------------       ------------       ------------
Net realized and unrealized gain (loss) on investments ..         1,744,384          1,882,395         (3,747,335)        64,127,930
                                                               ------------       ------------       ------------       ------------
INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS ............................      $  3,290,569       $  2,708,358       $   (181,124)      $ 71,172,636
                                                               ============       ============       ============       ============
</TABLE>

<TABLE>
<CAPTION>
                                   
                                                             AMERICAN CENTURY -                         AGSPC               AGSPC  
STATEMENTS OF OPERATIONS                                         TWENTIETH          FOUNDERS          GROWTH &             SOCIAL  
For the year ended December 31, 1997                           CENTURY ULTRA         GROWTH            INCOME             AWARENESS
                                                                   FUND               FUND              FUND                FUND   
                                                                DIVISION 31        DIVISION 30       DIVISION 16         DIVISION 12
                                                               ------------       ------------       ------------       ------------
<S>                                                            <C>                <C>                <C>                <C>         
INVESTMENT INCOME:
Dividends from mutual funds .............................      $     46,196       $    679,687       $  1,001,521       $  1,994,870
                                                               ------------       ------------       ------------       ------------

EXPENSES:
Mortality and expense risk charge .......................           807,995          1,135,755          2,207,637          1,713,350
Reimbursement of expenses (Note C) ......................          (128,556)          (226,231)                --                 --
                                                               ------------       ------------       ------------       ------------
   Total expenses .......................................           679,439            909,524          2,207,637          1,713,350
                                                               ------------       ------------       ------------       ------------
NET INVESTMENT INCOME (LOSS) ............................          (633,243)          (229,837)        (1,206,116)           281,520
                                                               ------------       ------------       ------------       ------------

REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS:
Net realized gain on investments ........................           316,651            270,661          3,270,580          1,158,707
Capital gains distributions from mutual funds ...........        24,559,704         21,678,474          2,863,622          9,560,562
Net unrealized appreciation (depreciation)
   of investments during the year .......................       (16,326,801)        (6,466,051)        38,217,716         33,369,211
                                                               ------------       ------------       ------------       ------------
Net realized and unrealized gain on investments .........         8,549,554         15,483,084         44,351,918         44,088,480
                                                               ------------       ------------       ------------       ------------
INCREASE IN NET ASSETS
   RESULTING FROM OPERATIONS ............................      $  7,916,311       $ 15,253,247       $ 43,145,802       $ 44,370,000
                                                               ============       ============       ============       ============
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>   280

================================================================================
                               SEPARATE ACCOUNT A                             7
================================================================================



<TABLE>
<CAPTION>
     AGSPC              AGSPC                                 PUTNAM           PUTNAM OTC &                                AGSPC
   SCIENCE &          SMALL CAP           DREYFUS               NEW              EMERGING             AGSPC               MIDCAP
  TECHNOLOGY            INDEX            SMALL CAP         OPPORTUNITIES         GROWTH              GROWTH                INDEX
    FUND                FUND             PORTFOLIO             FUND                FUND                FUND                FUND 
 DIVISION 17         DIVISION 14        DIVISION 18         DIVISION 26         DIVISION 27         DIVISION 15          DIVISION 4
- -------------       -------------      -------------       -------------       -------------       -------------       -------------
<S>                 <C>                <C>                 <C>                 <C>                 <C>                 <C>          
$          --       $   2,345,234      $     905,477       $          --       $          --       $     301,605       $   6,916,070
- -------------       -------------      -------------       -------------       -------------       -------------       -------------


    8,359,405           2,023,765          9,406,874           1,313,649             899,240           7,852,023           6,380,871
           --                  --           (624,143)           (261,355)           (179,227)                 --                  --
- -------------       -------------      -------------       -------------       -------------       -------------       -------------
    8,359,405           2,023,765          8,782,731           1,052,294             720,013           7,852,023           6,380,871
- -------------       -------------      -------------       -------------       -------------       -------------       -------------
   (8,359,405)            321,469         (7,877,254)         (1,052,294)           (720,013)         (7,550,418)            535,199
- -------------       -------------      -------------       -------------       -------------       -------------       -------------



   27,202,326           7,403,801         10,514,976             242,887             (47,363)          6,207,654          19,471,600
           --          17,477,318         47,781,324           3,494,327                  --          15,041,175          39,891,431

  (11,571,856)         13,195,192         56,534,602          18,445,868           8,912,297         132,575,644         109,426,279
- -------------       -------------      -------------       -------------       -------------       -------------       -------------
   15,630,470          38,076,311        114,830,902          22,183,082           8,864,934         153,824,473         168,789,310
- -------------       -------------      -------------       -------------       -------------       -------------       -------------

$   7,271,065       $  38,397,780      $ 106,953,648       $  21,130,788       $   8,144,921       $ 146,274,055       $ 169,324,509
=============       =============      =============       =============       =============       =============       =============
</TABLE>


<TABLE>
<CAPTION>
                                                                             NEUBERGER &           SCUDDER                       
                                                                               BERMAN             GROWTH AND                     
                         AGSPC STOCK INDEX FUND                               GUARDIAN              INCOME            VANGUARD/  
- -----------------------------------------------------------------------         TRUST                FUND             WINDSOR II 
DIVISION 10A       DIVISION 10B        DIVISION 10C       DIVISION 10D        DIVISION 29         DIVISION 21         DIVISION 24
- -------------      -------------       -------------      -------------      -------------       -------------       -------------
<S>                <C>                 <C>                <C>                <C>                 <C>                 <C>          
$   6,376,307      $     509,353       $  28,785,179      $     696,438      $     163,304       $   1,817,754       $   4,925,455
- -------------      -------------       -------------      -------------      -------------       -------------       -------------


    4,346,291            195,472          19,442,387            474,226            328,578             854,677           1,887,542
           --            (85,996)                 --                 --            (65,533)           (121,971)                 -- 
- -------------      -------------       -------------      -------------      -------------       -------------       -------------
    4,346,291            109,476          19,442,387            474,226            263,045             732,706           1,887,542
- -------------      -------------       -------------      -------------      -------------       -------------       -------------
    2,030,016            399,877           9,342,792            222,212            (99,741)          1,085,048           3,037,913
- -------------      -------------       -------------      -------------      -------------       -------------       -------------



   23,392,823          2,137,197          19,691,626          3,421,747            406,993             269,953             741,743
    2,365,369            185,844          11,611,427            249,976          3,161,542           8,952,194          18,541,072

   89,338,679          6,910,324         475,943,738          9,003,055         (1,574,737)          4,003,711          16,110,878
- -------------      -------------       -------------      -------------      -------------       -------------       -------------
  115,096,871          9,233,365         507,246,791         12,674,778          1,993,798          13,225,858          35,393,693
- -------------      -------------       -------------      -------------      -------------       -------------       -------------

$ 117,126,887      $   9,633,242       $ 516,589,583      $  12,896,990      $   1,894,057       $  14,310,906       $  38,431,606
=============      =============       =============      =============      =============       =============       =============
</TABLE>

                      
<PAGE>   281

================================================================================
8                             FINANCIAL STATEMENTS
================================================================================



<TABLE>
<CAPTION>
                                                                                      AGSPC                               AGSPC
STATEMENTS OF OPERATIONS                                          TEMPLETON           ASSET          VANGUARD/         INTERNATIONAL
For the year ended December 31, 1997                          ASSET ALLOCATION     ALLOCATION        WELLINGTON         GOVERNMENT
                                                                     FUND             FUND              FUND            BOND FUND
                                                                 DIVISION 19        DIVISION 5       DIVISION 25        DIVISION 13
                                                                 ------------      ------------      ------------      ------------
<S>                                                              <C>               <C>               <C>               <C>         
INVESTMENT INCOME:
Dividends from mutual funds ...............................      $  6,145,468      $  5,564,660      $  4,059,866      $  6,334,867
                                                                 ------------      ------------      ------------      ------------

EXPENSES:
Mortality and expense risk charge .........................         3,318,569         1,796,304         1,047,948         1,739,103
Reimbursement of expenses (Note C) ........................                --                --                --                -- 
                                                                 ------------      ------------      ------------      ------------
   Total expenses .........................................         3,318,569         1,796,304         1,047,948         1,739,103
                                                                 ------------      ------------      ------------      ------------
NET INVESTMENT INCOME .....................................         2,826,899         3,768,356         3,011,918         4,595,764
                                                                 ------------      ------------      ------------      ------------

REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENTS:
Net realized gain (loss) on investments ...................           982,063         5,941,975           713,048        (3,911,328)
Capital gains distributions from mutual funds .............        11,661,872        10,546,782         7,375,024           136,607
Net unrealized appreciation (depreciation)
   of investments during the year .........................        13,366,704        14,486,554         3,998,391       (11,068,351)
                                                                 ------------      ------------      ------------      ------------
Net realized and unrealized gain (loss) on investments ....        26,010,639        30,975,311        12,086,463       (14,843,072)
                                                                 ------------      ------------      ------------      ------------
INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS ..............................      $ 28,837,538      $ 34,743,667      $ 15,098,381      $(10,247,308)
                                                                 ============      ============      ============      ============
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>   282

================================================================================
                               SEPARATE ACCOUNT A                             9
================================================================================


<TABLE>
<CAPTION>
                                                             VANGUARD           VANGUARD       
                                            AGSPC          FIXED INCOME       FIXED INCOME     
                                         GOVERNMENT       SECURITIES FUND -  SECURITIES FUND -  
AGSPC CAPITAL CONSERVATION FUND          SECURITIES        L/T CORPORATE     L/T U.S. TREASURY        AGSPC MONEY MARKET FUND
- --------------------------------            FUND             PORTFOLIO          PORTFOLIO        --------------------------------
  DIVISION 1         DIVISION 7          DIVISION 8         DIVISION 22        DIVISION 23         DIVISION 2         DIVISION 6
- -------------      -------------       -------------       -------------      -------------      -------------      -------------
<S>                <C>                 <C>                 <C>                <C>                <C>                <C>          
$     408,376      $   3,451,243       $   5,076,640       $     621,319      $     708,134      $     235,282      $   6,599,782
- -------------      -------------       -------------       -------------      -------------      -------------      -------------


       63,768            537,683             846,335             114,664            140,570             46,769          1,306,618
           --                 --                  --                  --                 --                 --                 --
- -------------      -------------       -------------       -------------      -------------      -------------      -------------
       63,768            537,683             846,335             114,664            140,570             46,769          1,306,618
- -------------      -------------       -------------       -------------      -------------      -------------      -------------
      344,608          2,913,560           4,230,305             506,655            567,564            188,513          5,293,164
- -------------      -------------       -------------       -------------      -------------      -------------      -------------



       23,005           (805,486)           (985,278)             36,716             94,335                 --                 -- 
           --                 --                  --             156,984                 --                 --                 -- 

       90,579          1,739,391           3,130,717             643,127          1,066,785                 --                 -- 
- -------------      -------------       -------------       -------------      -------------      -------------      -------------
      113,584            933,905           2,145,439             836,827          1,161,120                 --                 -- 
- -------------      -------------       -------------       -------------      -------------      -------------      -------------

$     458,192      $   3,847,465       $   6,375,744       $   1,343,482      $   1,728,684      $     188,513      $   5,293,164
=============      =============       =============       =============      =============      =============      =============
</TABLE>



<PAGE>   283

================================================================================
10                          FINANCIAL STATEMENTS
================================================================================

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                       AGSPC        
                                                              INTERNATIONAL EQUITIES
                                                                       FUND                           PUTNAM GLOBAL GROWTH FUND
                                                         ---------------------------------       ----------------------------------
                                                                    DIVISION 11                              DIVISION 28
                                                         ---------------------------------       ----------------------------------
                                                              1997                1996                1997                 1996*
                                                         -------------       -------------       -------------        -------------
OPERATIONS:
<S>                                                      <C>                 <C>                 <C>                  <C>          
Net investment income (loss) ......................      $   1,546,185       $   1,591,421       $     825,963        $     354,551
Net realized gain on investments ..................          8,844,811          10,405,298             172,968                1,237
Capital gains distributions from mutual funds .....          4,593,062           6,021,502           9,300,593              765,977
Net unrealized appreciation (depreciation)
   of investments during the year .................        (11,693,489)         (6,663,813)         (7,591,166)            (504,554)
                                                         -------------       -------------       -------------        -------------
     Increase (decrease) in net assets resulting
       from operations ............................          3,290,569          11,354,408           2,708,358              617,211
                                                         -------------       -------------       -------------        -------------

PRINCIPAL TRANSACTIONS:
Purchase payments .................................         21,604,936          34,022,917          18,196,466            3,174,282
Surrenders of accumulation units by terminations,
   withdrawals, and maintenance fees ..............         (8,085,959)         (8,616,063)           (812,004)             (15,952)
Annuity benefit payments ..........................            (10,712)            (13,432)             (1,799)                  -- 
Amounts transferred interdivision, and (to) from
   VALIC general account ..........................        (56,024,580)        (45,208,742)         21,134,329           13,833,517
                                                         -------------       -------------       -------------        -------------
     Increase (decrease) in net assets
       resulting from principal transactions ......        (42,516,315)        (19,815,320)         38,516,992           16,991,847
                                                         -------------       -------------       -------------        -------------
TOTAL INCREASE (DECREASE) IN NET ASSETS ...........        (39,225,746)         (8,460,912)         41,225,350           17,609,058

NET ASSETS:
Beginning of year .................................        191,226,528         199,687,440          17,609,058                   -- 
                                                         -------------       -------------       -------------        -------------
End of year .......................................      $ 152,000,782       $ 191,226,528       $  58,834,408        $  17,609,058
                                                         =============       =============       =============        =============

CHANGE IN UNITS OUTSTANDING:
Accumulation units beginning of year ..............        156,226,314         172,564,018          16,648,600                   -- 
Purchase payments .................................         17,325,859          28,526,458          15,748,353            3,377,941
Surrenders ........................................         (6,456,410)         (7,207,422)           (675,628)             (16,466)
Transfers -- interdivision and (to) from VALIC
   general account ................................        (44,379,019)        (37,656,740)         17,827,407           13,287,125
                                                         -------------       -------------       -------------        -------------
Accumulation units end of year ....................        122,716,744         156,226,314          49,548,732           16,648,600
                                                         =============       =============       =============        =============

<CAPTION>
                                                                    DECEMBER 31:                            DECEMBER 31: 
                                                         ---------------------------------       ----------------------------------
                                                              1997                1996                1997                 1996 
                                                         -------------       -------------       -------------        -------------
<S>                                                      <C>                 <C>                 <C>                  <C>         
Accumulation unit value ..........................       $    1.237299       $    1.222906       $    1.186775        $    1.057690
                                                         =============       =============       =============        =============

Annuity unit value assuming a 3.5% 
discount factor ..................................       $    0.931882       $    0.953246       $    1.127017        $    1.039552
                                                         =============       =============       =============        =============
</TABLE>

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


SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>   284

================================================================================
                               SEPARATE ACCOUNT A                            11
================================================================================

<TABLE>
<CAPTION>
                                                                                                                 AGSPC
                                                                               AGSPC                            SMALL CAP
    TEMPLETON FOREIGN FUND         TEMPLETON INTERNATIONAL FUND       SCIENCE & TECHNOLOGY FUND                INDEX FUND
- -----------------------------     ------------------------------    ------------------------------    -----------------------------
         DIVISION 32                      DIVISION 20                        DIVISION 17                       DIVISION 14
- -----------------------------     ------------------------------    ------------------------------    -----------------------------
     1997            1996*             1997             1996             1997             1996             1997            1996 
- -------------   -------------     -------------    -------------    -------------    -------------    -------------   -------------
<S>             <C>               <C>              <C>              <C>              <C>              <C>             <C>          
$   3,566,211   $     482,633     $   7,044,706    $    (394,601)   $  (8,359,405)   $  (5,521,307)   $     321,469   $     637,395
      180,290             125        24,143,886        3,551,468       27,202,326       20,659,560        7,403,801       4,544,601
   12,359,374         285,587         6,157,699        1,324,253               --       32,117,202       17,477,318      11,216,991

  (16,286,999)      1,121,790        33,826,345       78,888,709      (11,571,856)      15,569,750       13,195,192       7,711,563
- -------------   -------------     -------------    -------------    -------------    -------------    -------------   -------------
     (181,124)      1,890,135        71,172,636       83,369,829        7,271,065       62,825,205       38,397,780      24,110,550
- -------------   -------------     -------------    -------------    -------------    -------------    -------------   -------------


   63,929,059       9,386,263       127,443,761      121,376,573      203,196,325      181,422,903       26,031,893      31,004,229

   (2,231,179)       (122,577)      (21,498,080)      (9,699,818)     (27,661,660)     (14,164,178)      (8,101,115)     (7,478,000)
       (1,149)             --            (6,675)          (3,367)         (17,353)         (40,073)          (6,381)           (563)
   79,881,321      28,301,252        22,603,734       84,599,243       15,908,913      105,706,951      (10,731,749)    (15,148,966)
- -------------   -------------     -------------    -------------    -------------    -------------    -------------   -------------

  141,578,052      37,564,938       128,542,740      196,272,631      191,426,225      272,925,603        7,192,648       8,376,700
- -------------   -------------     -------------    -------------    -------------    -------------    -------------   -------------
  141,396,928      39,455,073       199,715,376      279,642,460      198,697,290      335,750,808       45,590,428      32,487,250


   39,455,073              --       530,023,811      250,381,351      710,964,164      375,213,356      184,478,322     151,991,072
- -------------   -------------     -------------    -------------    -------------    -------------    -------------   -------------
$ 180,852,001   $  39,455,073     $ 729,739,187    $ 530,023,811    $ 909,661,454    $ 710,964,164    $ 230,068,750   $ 184,478,322
=============   =============     =============    =============    =============    =============    =============   =============


   36,671,828              --       378,581,949      219,124,926      315,809,646      187,862,232      103,320,842      98,335,995
   55,441,897      10,156,940        81,609,273       97,229,761       88,179,109       84,389,312       13,258,805      18,844,484
   (1,875,284)       (116,295)      (13,712,830)      (7,187,616)     (11,448,429)      (6,049,987)      (4,191,154)     (4,305,572)
   68,962,666      26,631,183        16,695,958       69,414,878        5,302,633       49,608,089       (6,109,416)     (9,554,065)
- -------------   -------------     -------------    -------------    -------------    -------------    -------------   -------------
  159,201,107      36,671,828       463,174,350      378,581,949      397,842,959      315,809,646      106,279,077     103,320,842
=============   =============     =============    =============    =============    =============    =============   =============

<CAPTION>
         DECEMBER 31:                      DECEMBER 31:                     DECEMBER 31:                        DECEMBER 31:
- -----------------------------     ------------------------------    ------------------------------    -----------------------------
     1997            1996              1997             1996             1997             1996             1997            1996 
- -------------   -------------     -------------    -------------    -------------    -------------    -------------   -------------
<S>             <C>               <C>              <C>              <C>              <C>              <C>             <C>          
$    1.135778   $    1.075896     $    1.575168    $    1.399702    $    2.285739    $    2.250471    $    2.163595   $    1.785442
=============   =============     =============    =============    =============    =============    =============   =============
$    1.078588   $    1.057446     $    1.397849    $    1.285567    $    2.014348    $    2.052612    $    1.780625   $    1.520786
=============   =============     =============    =============    =============    =============    =============   =============
</TABLE>



<PAGE>   285
================================================================================
12                            FINANCIAL STATEMENTS
================================================================================


STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                      DREYFUS SMALL CAP PORTFOLIO     PUTNAM NEW OPPORTUNITIES FUND
                                                                     -----------------------------   ------------------------------
                                                                              DIVISION 18                      DIVISION 26  
                                                                     -----------------------------   ------------------------------
                                                                         1997            1996            1997             1996*
                                                                     -------------   -------------   -------------    -------------
<S>                                                                  <C>             <C>             <C>              <C>          
OPERATIONS:
Net investment income (loss) ......................................  $  (7,877,254)  $  (5,324,689)  $  (1,052,294)   $     (91,811)
Net realized gain (loss) on investments ...........................     10,514,976       1,994,033         242,887            9,737
Capital gains distributions from mutual funds .....................     47,781,324      19,221,026       3,494,327          333,297
Net unrealized appreciation (depreciation)
   of investments during the year .................................     56,534,602      56,124,110      18,445,868       (1,619,779)
                                                                     -------------   -------------   -------------    -------------
     Increase (decrease) in net assets resulting from operations ..    106,953,648      72,014,480      21,130,788       (1,368,556)
                                                                     -------------   -------------   -------------    -------------

PRINCIPAL TRANSACTIONS:
Purchase payments .................................................    152,268,343     168,538,535      51,769,269       11,510,093
Surrenders of accumulation units by terminations,
   withdrawals, and maintenance fees ..............................    (25,995,894)    (13,795,343)     (2,540,805)         (87,148)
Annuity benefit payments ..........................................        (13,079)         (8,413)            (61)              -- 
Amounts transferred interdivision, and (to) from VALIC general
   account ........................................................    (41,774,769)     74,732,906      44,254,408       40,168,590
                                                                     -------------   -------------   -------------    -------------
     Increase (decrease) in net assets
       resulting from principal transactions ......................     84,484,601     229,467,685      93,482,811       51,591,535
                                                                     -------------   -------------   -------------    -------------
TOTAL INCREASE IN NET ASSETS ......................................    191,438,249     301,482,165     114,613,599       50,222,979

NET ASSETS:
Beginning of year .................................................    658,386,059     356,903,894      50,222,979               -- 
                                                                     -------------   -------------   -------------    -------------
End of year .......................................................  $ 849,824,308   $ 658,386,059   $ 164,836,578    $  50,222,979
                                                                     =============   =============   =============    =============

CHANGE IN UNITS OUTSTANDING:
Accumulation units beginning of year ..............................    428,883,250     267,735,219      53,001,699               -- 
Purchase payments .................................................     92,300,416     117,376,109      49,995,408       13,342,250
Surrenders ........................................................    (15,764,818)     (8,756,141)     (2,517,125)         (87,502)
Transfers -- interdivision and (to) from VALIC general account ....    (25,567,323)     52,528,063      42,915,084       39,746,951
                                                                     -------------   -------------   -------------    -------------
Accumulation units end of year ....................................    479,851,525     428,883,250     143,395,066       53,001,699
                                                                     =============   =============   =============    =============

<CAPTION>
                                                                              DECEMBER 31:                    DECEMBER 31:     
                                                                     ----------------------------   ------------------------------
                                                                         1997            1996            1997             1996*
                                                                     -------------  -------------   -------------    -------------
<S>                                                                  <C>            <C>             <C>              <C>          
Accumulation unit value ..........................................   $    1.770622  $    1.534694   $    1.149453    $    0.947573
                                                                     =============  =============   =============    =============
Annuity unit value assuming a 3.5% discount factor ...............   $    1.571300  $    1.409551   $    1.091574    $    0.931324
                                                                     =============  =============   =============    =============
</TABLE>


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


SEE NOTES TO FINANCIAL STATEMENTS.


<PAGE>   286
================================================================================
                               SEPARATE ACCOUNT A                             13
================================================================================


<TABLE>
<CAPTION>
     PUTNAM OTC & EMERGING                   AGSPC                             AGSPC                     AMERICAN CENTURY -       
         GROWTH FUND                       GROWTH FUND                   MIDCAP INDEX FUND          TWENTIETH CENTURY ULTRA FUND  
- ------------------------------   ------------------------------   ------------------------------   ------------------------------ 
         DIVISION 27                       DIVISION 15                       DIVISION 4                      DIVISION 31          
- ------------------------------   ------------------------------   ------------------------------   ------------------------------ 
     1997            1996*            1997             1996            1997             1996            1997             1996*    
- ------------------------------   ------------------------------   ------------------------------   ------------------------------ 
<S>               <C>            <C>               <C>            <C>               <C>            <C>               <C>
$   (720,013)     $    (87,360)  $ (7,550,418)     $ (2,278,501)  $    535,199      $  1,513,296   $   (633,243)     $    (37,059)
     (47,363)            9,014      6,207,654           130,878     19,471,600        17,436,698        316,651            18,993 
          --         2,846,114     15,041,175        11,891,551     39,891,431        33,690,174     24,559,704           884,238 
                                                                                                                                  
   8,912,297        (4,620,592)   132,575,644        58,161,783    109,426,279        33,029,566    (16,326,801)         (659,907)
- ------------------------------   ------------------------------   ------------------------------   ------------------------------ 
   8,144,921        (1,852,824)   146,274,055        67,905,711    169,324,509        85,669,734      7,916,311           206,265 
- ------------------------------   ------------------------------   ------------------------------   ------------------------------ 
                                                                                                                                  
  32,976,492        11,571,920    185,814,571       164,255,730     66,141,090        76,583,041     43,175,072         4,513,492 
                                                                                                                                  
  (1,887,137)          (77,988)   (24,997,689)      (10,378,550)   (24,993,718)      (21,727,656)    (1,444,132)          (29,941)
      (1,777)               --        (18,116)          (38,688)       (20,499)          (19,036)          (950)               -- 
  14,456,676        34,125,847       (764,959)      172,227,639    (45,549,090)      (55,201,966)    56,804,430        12,627,842 
- ------------------------------   ------------------------------   ------------------------------   ------------------------------ 
                                                                                                                                  
  45,544,254        45,619,779    160,033,807       326,066,131     (4,422,217)         (365,617)    98,534,420        17,111,393 
- ------------------------------   ------------------------------   ------------------------------   ------------------------------ 
  53,689,175        43,766,955    306,307,862       393,971,842    164,902,292        85,304,117    106,450,731        17,317,658 
                                                                                                                                  
                                                                                                                                  
  43,766,955                --    635,115,607       241,143,765    565,711,393       480,407,276     17,317,658                -- 
- ------------------------------   ------------------------------   ------------------------------   ------------------------------ 
$ 97,456,130      $ 43,766,955   $941,423,469      $635,115,607   $730,613,685      $565,711,393   $123,768,389      $ 17,317,658 
==============================   ==============================   ==============================   ============================== 
                                                                                                                                  
                                                                                                                                  
  48,902,828                --    366,272,509       164,417,848    172,816,978       172,613,690     16,654,076                -- 
  36,775,163        13,681,504     99,349,760       101,043,809     17,600,471        25,301,831     36,243,458         4,747,541 
  (2,370,530)          (82,877)   (12,033,793)       (5,693,969)    (6,688,206)       (7,030,990)    (1,152,164)          (27,374)
  16,477,580        35,304,201       (415,986)      106,504,821    (12,663,586)      (18,067,553)    45,999,912        11,933,909 
- ------------------------------   ------------------------------   ------------------------------   ------------------------------ 
  99,785,041        48,902,828    453,172,490       366,272,509    171,065,657       172,816,978     97,745,282        16,654,076 
==============================   ==============================   ==============================   ============================== 

<CAPTION>
          DECEMBER 31:                     DECEMBER 31:                     DECEMBER 31:                     DECEMBER 31:         
- ------------------------------   ------------------------------   ------------------------------   ------------------------------ 
     1997             1996            1997             1996            1997             1996            1997             1996     
- ------------------------------   ------------------------------   ------------------------------   ------------------------------ 
<S>               <C>            <C>               <C>            <C>               <C>            <C>               <C>
$   0.976262      $   0.894978   $   2.076503      $   1.733324   $  4.269122       $   3.272588   $   1.265937      $   1.039845 
- ------------------------------   ------------------------------   ------------------------------   ------------------------------ 
$   0.927104      $   0.879630   $   1.829953      $   1.580931   $  2.577196       $   2.044683   $   1.202193      $   1.022013 
==============================   ==============================   ==============================   ============================== 
</TABLE>
<PAGE>   287
================================================================================
14                            FINANCIAL STATEMENTS
================================================================================

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                                                               AGSPC              
                                                                       FOUNDERS GROWTH FUND            GROWTH & INCOME FUND       
                                                                  ------------------------------   ------------------------------ 
                                                                            DIVISION 30                     DIVISION 16           
                                                                  ------------------------------   ------------------------------
                                                                        1997           1996*            1997            1996      
                                                                  ------------------------------   ------------------------------ 
<S>                                                               <C>               <C>            <C>               <C>
OPERATIONS:                                                                                                                       
Net investment income (loss)...................................   $   (229,837)     $    (28,065)  $ (1,206,116)     $   (402,222)
Net realized gain on investments...............................        270,661                --      3,270,580           483,596 
Capital gains distributions from mutual funds..................     21,678,474         2,106,129      2,863,622         3,131,642 
Net unrealized appreciation (depreciation)                                                                                        
   of investments during the year..............................     (6,466,051)       (1,697,540)    38,217,716        19,205,904 
                                                                  ------------------------------   ------------------------------ 
     Increase in net assets resulting from operations..........     15,253,247           380,524     43,145,802        22,418,920 
                                                                  ------------------------------   ------------------------------ 
PRINCIPAL TRANSACTIONS:                                                                                                           
Purchase payments..............................................     54,770,398         8,595,522     44,825,180        41,180,652 
Surrenders of accumulation units by terminations,                                                                                 
   withdrawals, and maintenance fees...........................     (1,863,811)          (36,494)    (8,344,519)       (2,962,157)
Annuity benefit payments.......................................            (66)               --         (2,954)           (1,598)
Amounts transferred (to) from VALIC general account............     70,189,987        23,178,924      5,944,261        43,756,812 
                                                                  ------------------------------   ------------------------------ 
     Increase (decrease) in net assets                                                                                            
       resulting from principal transactions...................    123,096,508        31,737,952     42,421,968        81,973,709 
                                                                  ------------------------------   ------------------------------ 
TOTAL INCREASE IN NET ASSETS...................................    138,349,755        32,118,476     85,567,770       104,392,629 
                                                                                                                                  
NET ASSETS:                                                                                                                       
Beginning of year..............................................     32,118,476                --    171,528,205        67,135,576 
                                                                  ------------------------------   ------------------------------ 
End of year....................................................   $170,468,231      $ 32,118,476   $257,095,975      $171,528,205 
                                                                  ==============================   ============================== 
CHANGE IN UNITS OUTSTANDING:                                                                                                      
Accumulation units beginning of year...........................     31,197,464                --    108,341,635        51,779,089
Purchase payments..............................................     45,575,203         9,274,157     24,988,066        28,095,895
Surrenders.....................................................     (1,491,261)          (32,596)    (4,697,640)       (1,842,881)
Transfers - interdivision and (to) from VALIC general account..     56,885,756        21,955,903      3,802,494        30,309,532
                                                                  ------------------------------   ------------------------------
Accumulation units end of year.................................    132,167,162        31,197,464    132,434,555       108,341,635
                                                                  ==============================   ==============================
                                                                  

<CAPTION>
                                                                           DECEMBER 31:                      DECEMBER 31:         
                                                                  ------------------------------   ------------------------------ 
                                                                        1997            1996             1997           1996      
                                                                  ------------------------------   ------------------------------ 
<S>                                                               <C>               <C>            <C>               <C>
Accumulation unit value........................................   $   1.289513      $   1.029522   $   1.940905      $   1.583056 
                                                                  ------------------------------   ------------------------------ 
Annuity unit value assuming a 3.5% discount factor.............   $   1.224581      $   1.011867   $   1.710454      $   1.443874 
                                                                  ==============================   ============================== 
</TABLE>

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


SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>   288
================================================================================
                               SEPARATE ACCOUNT A                             15
================================================================================


<TABLE>
<CAPTION>
             AGSPC                                              
     SOCIAL AWARENESS FUND                          AGSPC STOCK INDEX FUND                      
- ------------------------------   ---------------------------------------------------------------
          DIVISION 12                     DIVISION 10A                     DIVISION 10B          
- ------------------------------   ------------------------------   ------------------------------ 
     1997            1996             1997            1996             1997           1996       
- ------------------------------   ------------------------------   ------------------------------ 
<S>               <C>            <C>               <C>            <C>             <C>           
$    281,520      $    546,469   $  2,030,016      $  3,186,584   $    399,877      $    462,074 
   1,158,707           778,115     23,392,823        12,767,086      2,137,197         2,085,848 
   9,560,562        10,715,745      2,365,369         2,739,498        185,844           222,372 
                                                                                                 
  33,369,211         4,483,540     89,338,679        51,675,655      6,910,324         3,182,195 
- ------------------------------   ------------------------------   ------------------------------ 
  44,370,000        16,523,869    117,126,887        70,368,823      9,633,242         5,952,489 
- ------------------------------   ------------------------------   ------------------------------ 
                                                                                                 
  44,746,508        18,543,307      3,670,819         4,265,439        231,218           501,306 
                                                                                                 
  (5,475,293)       (3,798,307)   (24,373,318)      (22,309,652)    (2,331,031)       (2,364,484)
           -                 -     (1,717,390)       (1,401,028)      (285,785)         (250,350)
  55,022,728        13,547,350     (3,572,644)      (13,443,730)    (1,027,537)       (1,406,730)
- ------------------------------   ------------------------------   ------------------------------ 
                                                                                                 
  94,293,943        28,292,350    (25,992,533)      (32,888,971)    (3,413,135)       (3,520,258)
- ------------------------------   ------------------------------   ------------------------------ 
 138,663,943        44,816,219     91,134,354        37,479,852      6,220,107         2,432,231 
                                                                                                 
                                                                                                 
 104,916,029        60,099,810    378,649,029       341,169,177     30,725,924        28,293,693 
- ------------------------------   ------------------------------   ------------------------------ 
$243,579,972      $104,916,029   $469,783,383      $378,649,029   $ 36,946,031      $ 30,725,924 
==============================   ==============================   ============================== 
                                                                                                 
                                                                                                 
  46,574,016        32,750,120     27,379,389        29,995,363      1,380,401         1,560,525 
  16,505,152         9,143,695        226,321           323,038          9,647            26,729 
  (1,970,414)       (1,827,332)    (1,529,579)       (1,822,126)       (92,576)         (123,291)
  20,468,350         6,507,533       (240,198)       (1,116,886)       (40,498)          (83,562)
- ------------------------------   ------------------------------   ------------------------------ 
  81,577,104        46,574,016     25,835,933        27,379,389      1,256,974         1,380,401 
==============================   ==============================   ============================== 

<CAPTION>
         DECEMBER 31:                     DECEMBER 31:                     DECEMBER 31:         
- ------------------------------   ------------------------------   ------------------------------
     1997            1996             1997             1996            1997           1996      
- ------------------------------   ------------------------------   ------------------------------
<S>               <C>            <C>               <C>            <C>             <C>           
$   2.985333      $   2.252673   $  17.679054      $  13.413891   $   27.956641   $  21.070956  
- ------------------------------   ------------------------------   ------------------------------
$   2.248428      $   1.755941   $   4.932202      $   3.873132   $    6.632506   $   5.173716  
==============================   ==============================   ==============================
</TABLE>
<PAGE>   289
================================================================================
16                            FINANCIAL STATEMENTS
================================================================================

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                                      AGSPC Stock Index Fund
                                                                ------------------------------------------------------------------ 
                                                                         DIVISION 10C                        DIVISION 10D          
                                                                ---------------------------------   ------------------------------ 
                                                                      1997             1996              1997            1996      
                                                                ---------------------------------   ------------------------------ 
<S>                                                             <C>                <C>              <C>               <C>
OPERATIONS:                                                    
Net investment income (loss)................................... $    9,342,792     $   11,741,408   $    222,212      $    363,909 
Net realized gain on investments...............................     19,691,626         10,129,542      3,421,747         2,391,364 
Capital gains distributions from mutual funds..................     11,611,427         11,061,404        249,976           307,213 
Net unrealized appreciation (depreciation)                                                                                         
   of investments during the year..............................    475,943,738        222,475,966      9,003,055         4,964,983 
                                                                ---------------------------------   ------------------------------ 
     Increase in net assets resulting from operations..........    516,589,583        255,408,320     12,896,990         8,027,469 
                                                                ---------------------------------   ------------------------------ 
PRINCIPAL TRANSACTIONS:                                                                                                            
Purchase payments..............................................    264,734,800        210,185,191        789,193         1,004,698 
Surrenders of accumulation units by terminations,                                                                                  
   withdrawals, and maintenance fees...........................    (73,944,144)       (49,624,470)    (2,598,402)       (2,219,367)
Annuity benefit payments.......................................       (120,896)           (61,625)       (13,201)          (10,433)
Amounts transferred (to) from VALIC general account............     72,721,787         47,055,243     (3,872,680)       (5,536,446)
                                                                ---------------------------------   ------------------------------ 
     Increase (decrease) in net assets                                                                                             
       resulting from principal transactions...................    263,391,547        207,554,339     (5,695,090)       (6,761,548)
                                                                ---------------------------------   ------------------------------ 
TOTAL INCREASE IN NET ASSETS...................................    779,981,130        462,962,659      7,201,900         1,265,921 
                                                                                                                                   
NET ASSETS:                                                                                                                        
Beginning of year..............................................  1,530,346,370      1,067,383,711     42,471,127        41,205,206 
                                                                ---------------------------------   ------------------------------ 
End of year.................................................... $2,310,327,500     $1,530,346,370   $ 49,673,027      $ 42,471,127 
                                                                =================================   ============================== 
CHANGE IN UNITS OUTSTANDING:                                                                                                       
Accumulation units beginning of year...........................    536,806,965        455,255,243      8,381,704         9,885,873 
Purchase payments..............................................     77,757,636         80,768,570        132,628           231,458 
Surrenders.....................................................    (20,920,257)       (18,096,464)      (430,026)         (486,940)
Transfers - interdivision and (to) from VALIC general account..     21,408,780         18,879,616       (645,769)       (1,248,687)
                                                                ---------------------------------   ------------------------------ 
Accumulation units end of year.................................    615,053,124        536,806,965      7,438,537         8,381,704 
                                                                =================================   ============================== 

<CAPTION>
                                                                           DECEMBER 31:                       DECEMBER 31:        
                                                                ---------------------------------   ------------------------------
                                                                      1997              1996              1997            1996    
                                                                ---------------------------------   ------------------------------
<S>                                                             <C>                <C>              <C>               <C>
Accumulation unit value........................................ $     3.753436     $     2.848437   $   6.652806      $   5.049088
                                                                ---------------------------------   ------------------------------
Annuity unit value assuming a 3.5% discount factor............. $     2.655080     $     2.085358   $   3.860513      $   3.032347
                                                                =================================   ==============================
</TABLE>

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



SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>   290
================================================================================
                               SEPARATE ACCOUNT A                             17
================================================================================

<TABLE>
<CAPTION>
       NEUBERGER&BERMAN                SCUDDER GROWTH AND                                              
        GUARDIAN TRUST                    INCOME FUND                     VANGUARD/WINDSOR II          
- ------------------------------   --------------------------------   --------------------------------   
         DIVISION 29                      DIVISION 21                         DIVISION 24              
- ------------------------------   --------------------------------   --------------------------------   
     1997            1996*            1997            1996*              1997            1996*         
- ------------------------------   --------------------------------   --------------------------------   
<S>               <C>            <C>                <C>             <C>                <C>             
$    (99,741)     $     15,594   $   1,085,048      $     120,254   $   3,037,913      $     488,057   
     406,993            10,864         269,953             22,419         741,743             11,774   
   3,161,542           128,127       8,952,194            607,596      18,541,072          1,554,790   
                                                                                                       
  (1,574,737)          348,451       4,003,711             84,718      16,110,878           (217,368)  
- ------------------------------   --------------------------------   --------------------------------   
   1,894,057           503,036      14,310,906            834,987      38,431,606          1,837,253   
- ------------------------------   --------------------------------   --------------------------------   
                                                                                                       
  14,861,097         2,108,685      37,754,331          4,643,308      82,698,118         10,178,409   
                                                                                                       
    (661,852)          (21,439)     (1,502,937)           (23,004)     (3,075,223)          (103,527)  
          --                --          (2,106)                --          (1,497)                --   
  21,010,215         6,613,024      66,400,722         12,968,194     115,544,417         29,887,643   
- ------------------------------   --------------------------------   --------------------------------   
                                                                                                       
  35,209,460         8,700,270     102,650,010         17,588,498     195,165,815         39,962,525   
- ------------------------------   --------------------------------   --------------------------------   
  37,103,517         9,203,306     116,960,916         18,423,485     233,597,421         41,799,778   
                                                                                                       
                                                                                                       
   9,203,306                --      18,423,485                 --      41,799,778                 --   
- ------------------------------   --------------------------------   --------------------------------   
$ 46,306,823      $  9,203,306   $ 135,384,401      $  18,423,485   $ 275,397,199      $  41,799,778   
==============================   ================================   ================================   
                                                                                                       
                                                                                                       
   8,211,592                --      16,524,046                 --      37,292,761                 --   
  11,711,541         2,109,025      28,874,922          4,726,075      63,199,633         10,359,662   
    (501,980)          (19,267)     (1,088,301)           (21,254)     (2,242,658)           (91,924)  
  15,985,510         6,121,834      49,915,317         11,819,225      89,680,132         27,025,023   
- ------------------------------   --------------------------------   --------------------------------   
  35,406,663         8,211,592      94,225,984         16,524,046     187,929,868         37,292,761   
==============================   ================================   ================================   

<CAPTION>
         DECEMBER 31:                      DECEMBER 31:                       DECEMBER 31:          
- ------------------------------   --------------------------------   --------------------------------
     1997             1996             1997            1996               1997            1996      
- ------------------------------   --------------------------------   --------------------------------
<S>               <C>            <C>                <C>             <C>              <C>            
$   1.307438      $   1.120770   $    1.436011      $    1.114950   $    1.464949     $     1.120855    
- ------------------------------   --------------------------------   --------------------------------
$   1.241604      $   1.101550   $    1.363703      $    1.095830   $    1.391183     $     1.101634    
==============================   ================================   ================================

<CAPTION>
        TEMPLETON ASSET          
        ALLOCATION FUND          
- -------------------------------- 
         DIVISION 19             
- -------------------------------- 
     1997            1996        
- -------------------------------- 
<S>                <C>           
$   2,826,899      $   1,458,222 
      982,063            430,651 
   11,661,872          2,566,073 
                                 
   13,366,704         19,843,521 
- -------------------------------- 
   28,837,538         24,298,467 
- -------------------------------- 
                                 
                                 
   61,278,823         46,026,342 
                                 
   (9,457,167)        (3,839,217)
      (19,742)           (39,584)
   41,633,946         33,529,527 
- -------------------------------- 
                                 
   93,435,860         75,677,068 
- -------------------------------- 
  122,273,398         99,975,535 
                                 
                                 
  194,600,887         94,625,352 
- -------------------------------- 
$ 316,874,285      $ 194,600,887 
================================ 
                                 
                                 
  137,384,670         78,494,505 
   38,574,901         35,369,271 
   (5,822,716)        (2,676,756)
   26,014,091         26,197,650 
- -------------------------------- 
  196,150,946        137,384,670 
================================ 

<CAPTION>
          DECEMBER 31:
- --------------------------------
     1997            1996
- --------------------------------
<C>             <C>
$    1.613943   $   1.414844
- --------------------------------
$    1.432259   $   1.299474
================================
</TABLE>
<PAGE>   291
================================================================================
18                            FINANCIAL STATEMENTS
================================================================================

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                       AGSPC                   
                                                                  ASSET ALLOCATION              
                                                                        FUND                         VANGUARD/WELLINGTON FUND
                                                          --------------------------------       --------------------------------
                                                                     DIVISION 5                             DIVISION 25
                                                          --------------------------------       --------------------------------
                                                                 1997            1996                   1997            1996*
                                                          --------------------------------       --------------------------------
<S>                                                       <C>                <C>                 <C>                <C>
OPERATIONS:
Net investment income.................................... $   3,768,356      $   4,134,407       $   3,011,918      $     326,600
Net realized gain (loss) on investments..................     5,941,975          7,668,485             713,048                 --
Capital gains distributions from mutual funds............    10,546,782         18,741,770           7,375,024            818,129
Net unrealized appreciation (depreciation)
   of investments during the year........................    14,486,554        (13,565,417)          3,998,391           (444,072)
                                                          --------------------------------       --------------------------------
     Increase (decrease) in net assets resulting 
        from operations..................................    34,743,667         16,979,245          15,098,381            700,657
                                                          --------------------------------       --------------------------------
PRINCIPAL TRANSACTIONS:
Purchase payments........................................    11,497,764         15,126,160          51,882,204          7,042,246
Surrenders of accumulation units by terminations,
   withdrawals, and maintenance fees.....................   (10,611,952)       (11,037,733)         (2,456,686)           (12,075)
Annuity benefit payments.................................        (8,301)            (7,329)                (68)                --
Amounts transferred (to) from VALIC general account......   (24,272,661)       (30,784,573)         66,331,198         17,458,690
                                                          --------------------------------       --------------------------------
     Increase (decrease) in net assets
       resulting from principal transactions.............   (23,395,150)       (26,703,475)        115,756,648         24,488,861
                                                          --------------------------------       --------------------------------
TOTAL INCREASE (DECREASE) IN NET ASSETS..................    11,348,517         (9,724,230)        130,855,029         25,189,518

NET ASSETS:
Beginning of year........................................   173,229,475        182,953,705          25,189,518                 --
                                                          --------------------------------       --------------------------------
End of year.............................................. $ 184,577,992      $ 173,229,475       $ 156,044,547      $  25,189,518
                                                          ================================       ================================
CHANGE IN UNITS OUTSTANDING:
Accumulation units beginning of year.....................    65,292,617         75,851,431          22,866,634                 --
Purchase payments........................................     3,898,053          6,003,535          42,072,769          7,335,077
Surrenders...............................................    (3,591,047)        (4,376,494)         (1,913,812)           (12,748)
Transfers - interdivision and (to) from VALIC 
   general account.......................................    (8,292,272)       (12,185,855)         53,404,190         15,544,305
                                                          --------------------------------       --------------------------------
Accumulation units end of year...........................    57,307,351         65,292,617         116,429,781         22,866,634
                                                          ================================       ================================

<CAPTION>
                                                                     DECEMBER 31:                          DECEMBER 31:
                                                          --------------------------------       --------------------------------
                                                                 1997            1996                   1997            1996
                                                          --------------------------------       --------------------------------
<S>                                                       <C>                <C>                 <C>                <C>
Accumulation unit value.................................. $    3.219282      $    2.651899       $    1.340109      $    1.101584
                                                          --------------------------------       --------------------------------
Annuity unit value assuming a 3.5% discount factor....... $    1.971210      $    1.680570       $    1.272630      $    1.082693
                                                          ================================       ================================
</TABLE>



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


SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>   292
================================================================================
                               SEPARATE ACCOUNT A                             19
================================================================================


<TABLE>
<CAPTION>
            AGSPC                                                                                             AGSPC              
   INTERNATIONAL GOVERNMENT                                     AGSPC                                 GOVERNMENT SECURITIES      
          BOND FUND                                   CAPITAL CONSERVATION FUND                               FUND               
- --------------------------------   -------------------------------------------------------------  ------------------------------ 
          DIVISION 13                        DIVISION 1                     DIVISION 7                      DIVISION 8           
- --------------------------------   ----------------------------   ------------------------------  ------------------------------ 
     1997               1996            1997            1996           1997            1996            1997            1996      
- --------------------------------   ----------------------------   ------------------------------  ------------------------------ 
<S>                <C>             <C>              <C>           <C>               <C>           <C>               <C>          
$   4,595,764      $   6,561,676   $   344,608      $   385,044   $  2,913,560      $  3,053,956  $  4,230,305      $  4,076,937 
   (3,911,328)         1,815,703        23,005           60,355       (805,486)         (425,696)     (985,278)         (378,294)
      136,607            295,588            --               --             --                --            --                -- 
                                                                                                                                 
  (11,068,351)        (2,362,017)       90,579         (428,426)     1,739,391        (2,170,354)    3,130,717        (2,658,037)
- --------------------------------   ----------------------------   ------------------------------  ------------------------------ 
  (10,247,308)         6,310,950       458,192           16,973      3,847,465           457,906     6,375,744         1,040,606 
- --------------------------------   ----------------------------   ------------------------------  ------------------------------ 
                                                                                                                                 
   40,582,861         48,300,297       366,816          280,092      7,324,860        10,990,401    12,424,460        18,451,360 
                                                                                                                                 
   (6,757,210)        (4,925,561)     (389,473)        (624,478)    (3,026,469)       (2,515,394)   (3,958,609)       (3,354,710)
         (274)               (33)         (526)            (512)            --                --            --                -- 
  (35,550,483)        16,174,338      (509,353)        (953,654)    (8,016,607)       (7,231,500)  (12,246,246)       (2,269,092)
- --------------------------------   ----------------------------   ------------------------------  ------------------------------ 
                                                                                                                                 
   (1,725,106)        59,549,041      (532,536)      (1,298,552)    (3,718,216)        1,243,507    (3,780,395)       12,827,558 
- --------------------------------   ----------------------------   ------------------------------  ------------------------------ 
  (11,972,414)        65,859,991       (74,344)      (1,281,579)       129,249         1,701,413     2,595,349        13,868,164 
                                                                                                                                 
                                                                                                                                 
  178,172,171        112,312,180     6,501,870        7,783,449     55,289,479        53,588,066    85,571,939        71,703,775 
- --------------------------------   ----------------------------   ------------------------------  ------------------------------ 
$ 166,199,757      $ 178,172,171   $ 6,427,526      $ 6,501,870   $ 55,418,728      $ 55,289,479  $ 88,167,288      $ 85,571,939 
================================   ============================   ==============================  ============================== 
                                                                                                                                 
                                                                                                                                 
  112,601,593         73,369,250     1,991,536        2,402,085     30,286,494        29,573,808    47,130,169        39,847,053 
   27,009,353         31,815,367       109,285           87,169      3,840,755         6,098,740     6,646,726        10,391,393 
   (4,696,042)        (3,112,236)     (116,952)        (196,821)    (1,555,673)       (1,343,357)   (2,143,349)       (1,871,516)
  (23,434,313)        10,529,212      (151,908)        (300,897)    (4,328,978)       (4,042,697)   (6,598,652)       (1,236,761)
- --------------------------------   ----------------------------   ------------------------------  ------------------------------ 
  111,480,591        112,601,593     1,831,961        1,991,536     28,242,598        30,286,494    45,034,894        47,130,169 
================================   ============================   ==============================  ============================== 
</TABLE>

<TABLE>
<CAPTION>
           DECEMBER 31:                    DECEMBER 31:                     DECEMBER 31:                   DECEMBER 31:         
- --------------------------------   ----------------------------   ------------------------------  ------------------------------
      1997             1996             1997            1996           1997            1996             1997           1996     
- --------------------------------   ----------------------------   ------------------------------  ------------------------------
<S>                <C>             <C>              <C>           <C>               <C>           <C>               <C>         
$    1.490645      $    1.582230   $ 3.505970       $  3.262402   $  1.962239       $   1.825549  $   1.957755      $  1.815651 
- --------------------------------   ----------------------------   ------------------------------  ------------------------------
$    1.203136      $    1.321708   $ 1.863379       $  1.794552   $  1.303657       $   1.255251  $   1.300676      $  1.248443 
================================   ============================   ==============================  ==============================
</TABLE>
                                                                          
                                                                          


<PAGE>   293
================================================================================
20                            FINANCIAL STATEMENTS
================================================================================

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                    VANGUARD FIXED INCOME          VANGUARD FIXED INCOME     
                                                                    SECURITIES FUND - L/T          SECURITIES FUND - L/T     
                                                                     CORPORATE PORTFOLIO          U.S. TREASURY PORTFOLIO    
                                                                ------------------------------  ---------------------------- 
                                                                         DIVISION 22                     DIVISION 23         
                                                                ------------------------------  ---------------------------- 
                                                                     1997            1996*           1997            1996*   
                                                                ------------------------------  ---------------------------- 
<S>                                                             <C>             <C>             <C>             <C>
OPERATIONS:                                                                                                                  
Net investment income.......................................... $    506,655      $     36,167  $     567,564   $     46,282 
Net realized gain on investments...............................       36,716             2,260         94,335          2,349 
Capital gains distributions from mutual funds..................      156,984            31,298             --             -- 
Net unrealized appreciation (depreciation)                                                                                   
   of investments during the year..............................      643,127           (11,407)     1,066,785         33,654 
                                                                ------------------------------  ---------------------------- 
     Increase in net assets resulting from operations..........    1,343,482            58,318      1,728,684         82,285 
                                                                ------------------------------  ---------------------------- 
PRINCIPAL TRANSACTIONS:                                                                                                      
Purchase payments..............................................    6,013,744         1,030,635      6,985,216      1,117,289 
Surrenders of accumulation units by terminations,                                                                            
   withdrawals, and maintenance fees...........................     (167,812)           (3,212)      (265,787)        (9,447)
Annuity benefit payments.......................................           --                --           (176)            -- 
Amounts transferred (to) from VALIC general account............    9,719,778         2,445,116     10,813,576      3,186,574 
                                                                ------------------------------  ---------------------------- 
     Increase (decrease) in net assets                                                                                       
       resulting from principal transactions...................   15,565,710         3,472,539     17,532,829      4,294,416 
                                                                ------------------------------  ---------------------------- 
TOTAL INCREASE (DECREASE) IN NET ASSETS........................   16,909,192         3,530,857     19,261,513      4,376,701 
                                                                                                                             
NET ASSETS:                                                                                                                  
Beginning of year..............................................    3,530,857                --      4,376,701             -- 
                                                                ------------------------------  ---------------------------- 
End of year.................................................... $ 20,440,049      $  3,530,857  $  23,638,214   $  4,376,701 
                                                                ==============================  ============================ 
CHANGE IN UNITS OUTSTANDING:                                                                                                 
Accumulation units beginning of year...........................    3,370,441                --      4,174,369             -- 
Purchase payments..............................................    5,633,849         1,099,573      6,619,458      1,138,211 
Surrenders.....................................................     (151,626)           (3,347)      (227,789)        (9,203)
Transfers - interdivision and (to) from VALIC general account..    8,518,743         2,274,215      9,475,882      3,045,361 
                                                                ------------------------------  ---------------------------- 
Accumulation units end of year.................................   17,371,407         3,370,441     20,041,920      4,174,369 
                                                                ==============================  ============================ 

<CAPTION>
                                                                          DECEMBER 31:                   DECEMBER 31:       
                                                                ------------------------------  ----------------------------
                                                                       1997          1996            1997           1996    
                                                                ------------------------------  ----------------------------
<S>                                                             <C>             <C>             <C>             <C>
Accumulation unit value........................................ $    1.176649   $   1.047595    $    1.178938   $   1.048470
                                                                ------------------------------  ----------------------------
Annuity unit value assuming a 3.5% discount factor............. $    1.117400   $   1.029630    $    1.119575   $   1.030490
                                                                ==============================  ============================
</TABLE>

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


SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>   294
================================================================================
                               SEPARATE ACCOUNT A                             21
================================================================================


<TABLE>
<CAPTION>
                            AGSPC      
                      MONEY MARKET FUND
- ------------------------------------------------------------ 
         DIVISION 2                      DIVISION 6          
- ----------------------------    ---------------------------- 
     1997            1996            1997           1996     
- ----------------------------    ---------------------------- 
<S>              <C>            <C>             <C>                      
$   188,513      $   216,537    $   5,293,164   $  3,525,805 
         --               --               --             -- 
         --               --               --             -- 
                                                             
         --               --               --             -- 
- ----------------------------    ---------------------------- 
    188,513          216,537        5,293,164      3,525,805 
- ----------------------------    ---------------------------- 
                                                             
    123,738          163,293       58,442,609     40,448,483 
                                                             
   (277,223)        (465,203)     (16,317,039)   (13,617,200)
         --               --           (1,592)        (1,584)
   (334,772)      (1,426,148)     (27,271,186)    10,145,727 
- ----------------------------    ---------------------------- 
                                                             
   (488,257)      (1,728,058)      14,852,792     36,975,426 
- ----------------------------    ---------------------------- 
   (299,744)      (1,511,521)      20,145,956     40,501,231 
                                                             
                                                             
  4,879,501        6,391,022      120,758,626     80,257,395 
- ----------------------------    ---------------------------- 
$ 4,579,757      $ 4,879,501    $ 140,904,582   $120,758,626 
============================    ============================ 
                                                             
                                                             
  2,142,534        2,917,361       75,124,095     51,907,757 
     53,405           73,255       35,256,772     25,572,924 
   (119,264)        (208,252)     (10,205,685)    (8,565,366)
   (145,236)        (639,830)     (15,992,661)     6,208,780 
- ----------------------------    ---------------------------- 
  1,931,439        2,142,534       84,182,521     75,124,095 
============================    ============================ 

<CAPTION>                                                             
        DECEMBER 31:                     DECEMBER 31:        
- ----------------------------    ---------------------------- 
    1997            1996            1997            1996     
- ----------------------------    ---------------------------- 
<S>              <C>            <C>             <C>                      
$  2.371163      $  2.277444    $    1.673590   $   1.607212 
- ----------------------------    ---------------------------- 
$  1.407542      $  1.399179    $    1.099730   $   1.093041 
============================    ============================ 
</TABLE>



                                                                      
                                                                      
<PAGE>   295
================================================================================
22                        NOTES TO FINANCIAL STATEMENTS
================================================================================

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 Asset Allocation Fund (formerly 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)

     American Century - 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 assumed investment rates between 3.0% and 6.0%,
as regulated by the applicable state laws.

<PAGE>   296
================================================================================
                               SEPARATE ACCOUNT A                             23
================================================================================

NOTE C -- TRANSACTIONS WITH AFFILIATES

   VALIC serves as investment adviser, transfer agent, and accounting services
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 21, 26 through 30 and
Division 32, 0.25%; for Division 31, 0.20% (effective December 8, 1997 the
expense reduction for Division 31 became 0.20% on the first $75,000,000, and
0.25% on the excess over $75,000,000); for Division 18, 0.15% (commencing
July 1, 1997).

   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, 1997 and December 31, 1996, VALIC reduced expenses of
Division 10B by $85,996 and $73,695, 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 $4,510,903 and $3,625,368 for the years ended December
31, 1997, and December 31, 1996, respectively.

   VALIC received surrender charges of $2,769,370 and $1,998,356 for the years
ended December 31, 1997 and December 31, 1996, respectively. In addition, VALIC
received $63,727 and $7,426 for the year ended December 31, 1997, in sales load
on variable annuity purchase payments for Divisions 10A and 10B, respectively.
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.

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, 1997:

<TABLE>
<CAPTION>
                                                                                                                       UNREALIZED
                                                                     MARKET                                           APPRECIATION
UNDERLYING FUND                            DIVISION      SHARES       PRICE        MARKET              COST          (DEPRECIATION)
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>          <C>            <C>      <C>              <C>               <C>          
AGSPC International Equities Fund........     11        14,442,247   $ 10.56   $   152,510,209   $   159,616,851        (7,106,642)
Putnam Global Growth Fund................     28         5,907,316      9.96        58,836,553        66,932,273        (8,095,720)
Templeton Foreign Fund...................     32        18,158,539      9.95       180,677,558       195,842,767       (15,165,209)
Templeton International Fund.............     20        36,240,937     20.18       731,342,182       597,457,072       133,885,110
AGSPC Science & Technology Fund..........     17        45,443,952     20.05       911,151,116       863,149,718        48,001,398
AGSPC Small Cap Index Fund...............     14        13,430,059     17.18       230,728,350       186,936,772        43,791,578
Dreyfus Small Cap Portfolio..............     18        14,882,781     57.14       850,402,328       690,666,534       159,735,794
Putnam New Opportunities Fund............     26         3,383,421     48.65       164,603,317       147,777,228        16,826,089
Putnam OTC & Emerging Growth Fund........     27         6,050,956     16.11        97,480,884        93,189,180         4,291,704
AGSPC Growth Fund........................     15        46,551,005     20.22       941,261,746       711,090,283       230,171,463
AGSPC MidCap Index Fund..................      4        31,073,774     23.51       730,544,269       505,009,548       225,534,721
American Century - Twentieth Century
   Ultra Fund............................     31         4,523,746     27.30       123,498,148       140,484,856       (16,986,708)
Founders Growth Fund.....................     30         9,845,834     17.28       170,135,993       178,299,584        (8,163,591)
AGSPC Growth & Income Fund...............     16        13,572,839     18.93       256,933,935       190,630,650        66,303,285
AGSPC Social Awareness Fund..............     12        12,327,131     19.75       243,460,767       197,838,989        45,621,778
AGSPC Stock Index Fund...................  10A,B,C,D    96,544,410     29.70     2,867,368,593     1,632,114,793     1,235,253,800
Neuberger&Berman Guardian Trust..........     29         2,673,859     17.30        46,258,362        47,484,648        (1,226,286)
Scudder Growth and Income Fund...........     21         4,944,060     27.33       135,121,244       131,032,815         4,088,429
Vanguard/Windsor II......................     24         9,612,687     28.62       275,114,738       259,221,228        15,893,510
Templeton Asset Allocation Fund..........     19        14,174,679     22.35       316,804,111       272,387,404        44,416,707
AGSPC Asset Allocation Fund..............      5        14,166,349     13.02       184,445,969       161,483,128        22,962,841
Vanguard/Wellington Fund.................     25         5,288,776     29.45       155,754,286       152,199,967         3,554,319
AGSPC Intl Government Bond Fund..........     13        14,931,704     11.13       166,189,923       177,006,856       (10,816,933)
AGSPC Capital Conservation Fund..........    1 & 7       6,430,166      9.61        61,793,877        60,854,930           938,947
AGSPC Government Securities Fund.........      8         8,785,778     10.04        88,209,203        86,589,002         1,620,201
Vanguard Fixed Income Securities Fund:
   Long-Term Corporate Portfolio.........     22         2,205,013      9.26        20,418,430        19,786,709           631,721
   Long-Term U.S. Treasury Portfolio ....     23         2,249,389     10.64        23,933,498        22,833,059         1,100,439
AGSPC Money Market Fund..................    2 & 6     139,186,616      1.00       139,186,616       139,186,616                 -

                                                                                10,324,166,205     8,087,103,460     2,237,062,745
</TABLE>

<PAGE>   297
================================================================================
24                  NOTES TO FINANCIAL STATEMENTS - continued
================================================================================

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, 1997, the aggregate cost of purchases and
proceeds from sales of investments were:

<TABLE>
<CAPTION>
                                                                         PURCHASES            SALES
                                                                      ---------------------------------
<S>                                                                   <C>                <C>
AGSPC International Equities Fund Division 11 ................        $   86,790,464     $  122,541,754
Putnam Global Growth Fund Division 28 ........................            50,459,460          1,699,287
Templeton Foreign Fund Division 32 ...........................           160,310,836          2,593,318
Templeton International Fund Division 20 .....................           218,671,212         74,944,745
AGSPC Science & Technology Fund Division 17 ..................           258,533,591         72,590,864
AGSPC Small Cap Index Fund Division 14 .......................            52,449,672         26,841,519
Dreyfus Small Cap Portfolio Division 18 ......................           157,428,080         31,479,333
Putnam New Opportunities Fund Division 26 ....................            98,274,415          2,172,704
Putnam OTC & Emerging Growth Fund Division 27 ................            49,539,022          4,465,936
AGSPC Growth Fund Division 15 ................................           181,937,002         13,277,956
AGSPC MidCap Index Fund Division 4 ...........................            85,646,062         49,680,500
American Century - Twentieth Century Ultra Fund Division 31 ..           123,895,156          1,646,296
Founders Growth Fund Division 30 .............................           146,266,635          1,807,870
AGSPC Growth & Income Fund Division 16 .......................            51,440,343          7,278,659
AGSPC Social Awareness Fund Division 12 ......................           107,158,295          2,998,054
AGSPC Stock Index Fund:
   Division 10A ..............................................            21,747,453         42,886,487
   Division 10B ..............................................             1,302,470          4,114,905
   Division 10C ..............................................           322,262,616         37,384,769
   Division 10D ..............................................             2,169,786          7,370,870
Neuberger&Berman Guardian Trust Division 29 ..................            40,109,321          1,827,836
Scudder Growth and Income Fund Division 21 ...................           113,908,912          1,386,588
Vanguard/Windsor II Division 24 ..............................           219,813,022          2,987,200
Templeton Asset Allocation Fund Division 19 ..................           112,031,546          3,848,099
AGSPC Asset Allocation Fund Division 5 .......................            19,398,830         28,526,541
Vanguard/Wellington Fund Division 25 .........................           132,887,405          6,870,260
AGSPC International Government Bond Fund Division 13 .........            54,824,769         51,676,974
AGSPC Capital Conservation Fund:
   Division 1 ................................................               696,514            886,751
   Division 7 ................................................            10,599,204         11,407,082
AGSPC Government Securities Fund Division 8 ..................            14,228,467         13,735,066
Vanguard Fixed Income Securities Fund:
   Long-Term Corporate Portfolio Division 22 .................            17,995,829          1,785,593
   Long-Term U.S. Treasury Portfolio Division 23 .............            20,859,345          2,676,268
AGSPC Money Market Fund:
   Division 2 ................................................             2,451,062          2,794,492
   Division 6 ................................................           315,474,364        301,193,083
                                                                      ---------------------------------   
      Total ..................................................        $3,251,561,160     $  939,377,659
                                                                      =================================
</TABLE>


NOTE G -- YEAR 2000 (UNAUDITED)

    VALIC is in the process of modifying its information technology to be ready
for the year 2000. VALIC expects the project to be substantially complete by
late 1998. All costs associated with required modifications will be paid for by
VALIC.


<PAGE>   298
================================================================================
                         REPORT OF INDEPENDENT AUDITORS                       25
================================================================================

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, 1997. 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 have audited the statements of changes in
net assets for the year ended December 31, 1997 and 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, 1997, 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, 1997, 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
February 6, 1998
    
<PAGE>   299
 
   
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
    
UNITS OF INTEREST UNDER GROUP AND INDIVIDUAL
VARIABLE ANNUITY CONTRACTS
   
PORTFOLIO DIRECTOR
    
   
SEPARATE ACCOUNT A                                                   May 1, 1998
    
 
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 to Participants in certain employer sponsored
retirement plans. 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 (AGSPC):
    
 
   
<TABLE>
<S>                                         <C>                                 <C>
   Asset Allocation Fund                    MidCap Index Fund                   Dreyfus Variable Investment Fund:
    Capital Conservation Fund               Money Market Fund                   Dreyfus Small Cap Portfolio
    Government Securities Fund              Science & Technology Fund
    Growth Fund                             Small Cap Index Fund                Templeton Variable Products
    Growth & Income Fund                    Social Awareness Fund               Series Fund:
    International Equities Fund             Stock Index Fund                    Templeton Asset Allocation Fund: Class 1
    International Government Bond Fund                                          Templeton International 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, 1998, 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>   300
 
                               TABLE OF CONTENTS
 
   
<TABLE>
<CAPTION>
                                                PAGE
                                                ----
<S>                                             <C>
ABOUT THE PROSPECTUS..........................     1
PROFILE OF PORTFOLIO DIRECTOR CONTRACT........     3
FEE TABLE.....................................     5
SELECTED PURCHASE UNIT DATA...................     8
ABOUT PORTFOLIO DIRECTOR......................    10
ABOUT VALIC...................................    10
ABOUT VALIC SEPARATE ACCOUNT A................    10
UNITS OF INTERESTS............................    10
VARIABLE ACCOUNT OPTIONS......................    11
     Summary of Funds.........................    11
PURCHASE PERIOD...............................    21
     Purchase Payments........................    21
     Purchase Units...........................    21
     Calculation of Purchase Unit Value.......    21
     Choosing Investment Options..............    22
          Fixed Account Options...............    22
          Variable Account Options............    22
     Stopping Purchase Payments...............    22
TRANSFERS BETWEEN INVESTMENT OPTIONS..........    23
     During the Purchase Period...............    23
     During the Payout Period.................    23
     Communicating Transfer or Reallocation
       Instructions...........................    23
     Effective Date of Transfer...............    23
FEES AND CHARGES..............................    24
     Account Maintenance Fee..................    24
     Surrender Charge.........................    24
          Amount of Surrender Charge..........    24
          10% Free Withdrawal.................    24
          Exceptions to Surrender Charge......    24
     Premium Tax Charge.......................    25
     Separate Account Charges.................    25
     Fund Annual Expense Charges..............    25
     Other Tax Charges........................    25
     Reduction or Waiver of Account
       Maintenance Fee, Surrender, Mortality
       and Expense Risk Fee or Administration
       and Distribution Fee Charges...........    26
     Separate Account Expense Reimbursement...    26
PAYOUT PERIOD.................................    27
     Fixed Payout.............................    27
     Variable Payout..........................    27
     Combination Fixed and Variable Payout....    27
     Payout Date..............................    27
     Payout Options...........................    27
     Enhancements to Payout Options...........    28
     Payout Information.......................    28
SURRENDER OF ACCOUNT VALUE....................    29
     When Surrenders are Allowed..............    29
     Amount That May Be Surrendered...........    29
     Surrender Restrictions...................    29
     Partial Surrenders.......................    29
     Systematic Withdrawals...................    29
     Distributions Required By Federal Tax
       Law....................................    30
EXCHANGE PRIVILEGE............................    31
     Restrictions on Exchange Privilege.......    31
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                PAGE
                                                ----
<S>                                             <C>
     Taxes and Conversion Costs...............    31
     Surrender Charges........................    31
     Exchange Offers..........................    31
     Comparison of Contracts..................    31
     Features of Portfolio Director...........    32
     Agents' and Managers' Retirement Plan
       Exchange Offer.........................    32
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
       AGSPC Money Market Division............    36
       Divisions Other Than The AGSPC 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.......................    42
     Changes That May Not Be Made.............    42
     Change of Beneficiary....................    42
     Contingent Owner.........................    42
     Cancellation -- The 20 Day "Free Look"...    42
     We Reserve Certain Rights................    42
     Relationship to Employer's Plan..........    42
VOTING RIGHTS.................................    43
     Who May Give Voting Instructions.........    43
     Determination of Fund Shares Attributable
       to Your Account........................    43
     During Purchase Period...................    43
     During Payout Period or after a Death
       Benefit Has Been Paid..................    43
     How Fund Shares Are Voted................    43
FEDERAL TAX MATTERS...........................    44
     Type of Plans............................    44
     Tax Consequences in General..............    44
     Effect of Tax-Deferred Accumulations.....    45
YEAR 2000.....................................    46
     Year 2000 Risks..........................    46
</TABLE>
    
 
                                      (i)
<PAGE>   301
 
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:
 
   
<TABLE>
<CAPTION>
       Defined Terms          Page No.
<S>                           <C>
Account Value                    23
Annuitant                        33
Assumed Investment Rate          27
Beneficiary                      33
Contract Owner                   33
Division                         35
Fixed Account Options            33
Home Office                      23
Mutual Fund or Fund              10
Participant                      01
Participant Year                 24
Payout Period                    23
Payout Unit                      27
Purchase Payments              21, 35
Purchase Period                  23
Purchase Unit                    22
VALIC Separate Account A         43
Variable Account Options       11, 33
</TABLE>
    
 
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>   302
 
                      (This page intentionally left blank)
 
 2
<PAGE>   303
 
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 Plus                 interest income
                      -----------------------------------------------------------------------------------------
                      Short-Term                   Guaranteed current
                      Fixed Account                interest income
- ---------------------------------------------------------------------------------------------------------------
                      VARIABLE ACCOUNT             INVESTMENT
                      OPTIONS                      STRATEGY
- ---------------------------------------------------------------------------------------------------------------
INDEX                 AGSPC International          Growth through investments tracking
EQUITY                Equities Fund                the EAFE Index
FUNDS
                      -----------------------------------------------------------------------------------------
                      AGSPC MidCap                 Growth through investments tracking
    
   
                      Index Fund                   the S&P MidCap 400(R) Index
                      -----------------------------------------------------------------------------------------
                      AGSPC Small Cap              Growth through investments tracking
    
   
                      Index Fund                   the Russell 2000(R) Index
                      -----------------------------------------------------------------------------------------
    
   
                      AGSPC Stock                  Growth through investments tracking
                      Index Fund                   the S&P 500(R) Index
- ---------------------------------------------------------------------------------------------------------------
ACTIVELY              AGSPC Growth                 Growth through investments
MANAGED               Fund                         in service sector companies
EQUITY                -----------------------------------------------------------------------------------------
FUNDS                 AGSPC Growth                 Growth and income
                      & Income                     through investments in stocks or securities
                      Fund                         convertible into stocks
                      -----------------------------------------------------------------------------------------
                      Dreyfus Small                Growth through investments
                      Cap Portfolio                in smaller companies
                      -----------------------------------------------------------------------------------------
                      Templeton                    Long-term capital growth through a flexible policy of
                                                   investing in
                      International                stocks and debt obligations of companies and governments
                      Fund                         outside the U.S.
- ---------------------------------------------------------------------------------------------------------------
INCOME                AGSPC Capital                Income and possible growth
FUNDS                 Conservation                 through investments in high quality debt
                      Fund                         securities
                      -----------------------------------------------------------------------------------------
                      AGSPC Government             Income and possible growth
                      Securities                   through investments in intermediate &
                      Fund                         long-term government debt securities
                      -----------------------------------------------------------------------------------------
                      AGSPC International          Income and possible growth through
                      Government                   investments in high quality foreign
                      Bond Fund                    government debt securities
- ---------------------------------------------------------------------------------------------------------------
SPECIALTY             AGSPC Science                Growth through investments in stocks
FUNDS                 & Technology                 of companies which benefit from
                      Fund                         development of science and technology
                      -----------------------------------------------------------------------------------------
                      AGSPC Social                 Growth through investments in
                      Awareness                    stocks of companies meeting social
                      Fund                         criteria of the Fund
- ---------------------------------------------------------------------------------------------------------------
MONEY                 AGSPC Money                  Income through investments in
MARKET                Market                       short-term money market
FUND                  Fund                         securities
- ---------------------------------------------------------------------------------------------------------------
ASSET                 AGSPC Asset                  Maximum return through investments in
ALLOCATION            Allocation                   a mix of stocks, bonds and money market
FUNDS                 Fund                         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                 N/A
EQUITY
FUNDS
                      -----------------------------------------------------------------------------------------
                       VALIC                 Bankers Trust
                      -----------------------------------------------------------------------------------------
                       VALIC                 Bankers Trust
                      -----------------------------------------------------------------------------------------
                       VALIC                 Bankers Trust
- ---------------------------------------------------------------------------------------------------------------
ACTIVELY               VALIC                 T. Rowe Price
MANAGED
EQUITY                -----------------------------------------------------------------------------------------
FUNDS                  VALIC                 Value Line
                      -----------------------------------------------------------------------------------------
                       Dreyfus               N/A
                      -----------------------------------------------------------------------------------------
                       Templeton             N/A
                       Investment Counsel
                       Inc.
- ---------------------------------------------------------------------------------------------------------------
INCOME                 VALIC                 N/A
FUNDS
                      -----------------------------------------------------------------------------------------
                       VALIC                 N/A
                      -----------------------------------------------------------------------------------------
                       VALIC                 N/A
- ---------------------------------------------------------------------------------------------------------------
SPECIALTY              VALIC                 T. Rowe Price
FUNDS
                      -----------------------------------------------------------------------------------------
                       VALIC                 N/A
- ---------------------------------------------------------------------------------------------------------------
MONEY                  VALIC                 N/A
MARKET
FUND
- ---------------------------------------------------------------------------------------------------------------
ASSET                  VALIC                 N/A
ALLOCATION
FUNDS
                      -----------------------------------------------------------------------------------------
                       Templeton             N/A
                       Investment Counsel
                       Inc.
</TABLE>
    
 
                                                                               3
<PAGE>   304
 
- --------------------------------------------------------------------------------
 
   
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. Reductions in the account maintenance fee may be available if certain
conditions are met.
    
 
   
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 Charge." 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.
    
 
   
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.
    
 
SEPARATE ACCOUNT CHARGES
   
Depending on the Variable Account Option you choose, you may incur a mortality
and expense risk fee and an administration and distribution fee computed at an
annualized rate of 1.00% to 1.25% on the average daily net asset value of VALIC
Separate Account A. Reductions in the mortality and expense risk fee and
administration and distribution fee may be available for plan types meeting
certain criteria.
    
 
   
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. In addition to the
management fees, each Fund incurs other operating expenses which may vary.
    
 
   
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 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.
 
 4
<PAGE>   305
 
FEE TABLE
- --------------------------------------------------------------------------------
 
CONTRACT OWNER/PARTICIPANT EXPENSES(1)
 
   
<TABLE>
<S>                                                           <C>
  Account Maintenance Fee ($3.75 per quarter, annualized)(2)     $  15
  Maximum Surrender Charge(2)                                     5.00%
</TABLE>
    
 
SEPARATE ACCOUNT EXPENSES
(as a percentage of Separate Account net assets):
 
   
<TABLE>
<CAPTION>
                              MORTALITY     ADMINISTRATION      SEPARATE        TOTAL
                                 AND             AND             ACCOUNT       SEPARATE
                               EXPENSE       DISTRIBUTION        EXPENSE       ACCOUNT
                             RISK FEE(3)        FEE(3)        REIMBURSEMENT      FEE
            FUND             -----------    --------------    -------------    --------
<S>                          <C>            <C>               <C>              <C>
AGSPC Asset Allocation          0.25%            0.75%               --          1.00%
AGSPC Capital Conservation      0.25             0.75                --          1.00
AGSPC Government Securities     0.25             0.75                --          1.00
AGSPC Growth                    0.25             0.75                --          1.00
AGSPC Growth & Income           0.25             0.75                --          1.00
AGSPC International Equities    0.25             0.75                --          1.00
AGSPC International
  Government Bond               0.25             0.75                --          1.00
AGSPC MidCap Index              0.25             0.75                --          1.00
AGSPC Money Market              0.25             0.75                --          1.00
AGSPC Science & Technology      0.25             0.75                --          1.00
AGSPC Small Cap Index           0.25             0.75                --          1.00
AGSPC Stock Index               0.25             0.75                --          1.00
Dreyfus Small Cap(4)            0.25             1.00             (0.15%)        1.10
Templeton Asset Allocation:
  Class 1                       0.25             1.00                --          1.25
Templeton International:
  Class 1                       0.25             1.00                --          1.25
</TABLE>
    
 
   
FUND ANNUAL EXPENSES
    
(as a percentage of Fund net assets):
 
   
<TABLE>
<CAPTION>
                               MANAGEMENT      12B-1          OTHER       TOTAL FUND
             FUND               FEES(5)         FEES       EXPENSES(6)     EXPENSES
             ----              ----------    ----------    -----------    ----------
<S>                            <C>           <C>           <C>            <C>
AGSPC Asset Allocation(7)         0.50%           --           0.07%        0.57%
AGSPC Capital Conservation        0.50%           --           0.07%        0.57%
AGSPC Government Securities       0.50%           --           0.06%        0.56%
AGSPC Growth                      0.80%           --           0.06%        0.86%
AGSPC Growth & Income             0.75%           --           0.06%        0.81%
AGSPC International Equities      0.35%           --           0.07%        0.42%
AGSPC International
  Government Bond                 0.50%           --           0.06%        0.56%
AGSPC MidCap Index                0.34%           --           0.06%        0.40%
AGSPC Money Market                0.50%           --           0.07%        0.57%
AGSPC Science & Technology        0.90%           --           0.06%        0.96%
AGSPC Small Cap Index             0.35%           --           0.06%        0.41%
AGSPC Social Awareness            0.50%           --           0.06%        0.56%
AGSPC Stock Index                 0.27%           --           0.07%        0.34%
Dreyfus Small Cap                 0.75%         0.15%(4)       0.03%        0.78%
Templeton Asset Allocation:
  Class 1(8)                      0.60%           --           0.18%        0.78%
Templeton International:
  Class 1(8)                      0.69%           --           0.19%        0.88%
</TABLE>
    
 
   
                            See footnotes on page 7.
    
 
                                                                               5
<PAGE>   306
 
   
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 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 Asset Allocation Division 5                    $16      $ 50      $ 86       $187
AGSPC Capital Conservation Division 7                $16      $ 50      $ 86       $187
AGSPC Government Securities Division 8               $16      $ 49      $ 85       $186
AGSPC Growth Division 15                             $19      $ 59      $101       $218
AGSPC Growth & Income Division 16                    $18      $ 57      $ 98       $213
AGSPC International Equities Division 11             $14      $ 45      $ 78       $171
AGSPC International Government Bond Division 13      $16      $ 49      $ 85       $186
AGSPC MidCap Index Division 4                        $14      $ 44      $ 77       $168
AGSPC Money Market Division 6                        $16      $ 50      $ 86       $187
AGSPC Science & Technology Division 17               $20      $ 62      $106       $229
AGSPC Small Cap Index Division 14                    $14      $ 45      $ 77       $170
AGSPC Social Awareness Division 12                   $16      $ 49      $ 85       $186
AGSPC Stock Index Division 10                        $14      $ 42      $ 74       $162
Dreyfus Small Cap Division 18                        $19      $ 59      $102       $221
Templeton Asset Allocation Division 19               $21      $ 64      $109       $236
Templeton International Division 20                  $22      $ 67      $115       $247
</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 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 Asset Allocation Division 5                    $17      $ 51      $ 89       $193
AGSPC Capital Conservation Division 7                $17      $ 51      $ 89       $193
AGSPC Government Securities Division 8               $16      $ 51      $ 88       $192
AGSPC Growth Division 15                             $19      $ 60      $104       $224
AGSPC Growth & Income Division 16                    $19      $ 59      $101       $219
AGSPC International Equities Division 11             $15      $ 47      $ 81       $177
AGSPC International Government Bond Division 13      $16      $ 51      $ 88       $192
AGSPC MidCap Index Division 4                        $15      $ 46      $ 80       $175
AGSPC Money Market Division 6                        $17      $ 51      $ 89       $193
AGSPC Science & Technology Division 17               $20      $ 63      $109       $235
AGSPC Small Cap Index Division 14                    $15      $ 46      $ 80       $176
AGSPC Social Awareness Division 12                   $16      $ 51      $ 88       $192
AGSPC Stock Index Division 10                        $14      $ 44      $ 76       $168
Dreyfus Small Cap Division 18                        $20      $ 61      $105       $226
Templeton Asset Allocation Division 19               $21      $ 65      $112       $242
Templeton International Division 20                  $22      $ 68      $117       $252
</TABLE>
    
 
   
    
 
 6
<PAGE>   307
 
   
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 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 Asset Allocation Division 5                    $63      $101      $139       $193
AGSPC Capital Conservation
  Division 7                                         $63      $101      $139       $193
AGSPC Government Securities Division 8               $63      $101      $138       $192
AGSPC Growth Division 15                             $66      $110      $154       $224
AGSPC Growth & Income Division 16                    $65      $108      $151       $219
AGSPC International Equities
  Division 11                                        $62      $ 97      $131       $177
AGSPC International Government Bond Division 13      $63      $101      $138       $192
AGSPC MidCap Index Division 4                        $61      $ 96      $130       $175
AGSPC Money Market Division 6                        $63      $101      $139       $193
AGSPC Science & Technology Division 17               $67      $112      $159       $235
AGSPC Small Cap Index Division 14                    $62      $ 96      $130       $176
AGSPC Social Awareness Division 12                   $63      $101      $138       $192
AGSPC Stock Index Division 10                        $61      $ 94      $126       $168
Dreyfus Small Cap Division 18                        $66      $110      $155       $226
Templeton Asset Allocation
  Division 19                                        $67      $114      $162       $242
Templeton International Division 20                  $68      $117      $167       $252
</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, Surrender, Mortality and Expense Risk Fee or Administration
    and Distribution Fee Charges" and "Exceptions to Surrender Charge" in this
    prospectus.
    
 
   
(3) Reductions in the mortality and expense risk fee or administration and
    distribution fee may be available for plan types meeting certain criteria.
    See "Reduction or Waiver of Account Maintenance Fee, Surrender, Mortality
    and Expense Risk Fee or Administration and Distribution Fee Charges" in this
    prospectus.
    
 
   
(4) For this Fund the Total Separate Account Fee equals the VALIC Separate
    Account A mortality and expense risk fee plus the administration and
    distribution fee reduced by the Separate Account Expense Reimbursement.
    Pursuant to the Separate Account Expense Reimbursement the Company's charges
    to this Division are reduced by an amount equal to payments from the
    underlying Fund or its affiliate for administrative and shareholder services
    provided by the Company. The Fund and/or its affiliate pays a monthly
    administrative or shareholder service fee to the Company of 0.15%. See "Fees
    and Charges -- Separate Account Expense Reimbursement" in this prospectus
    for more information.
    
 
   
(5) MANAGEMENT FEES: The annual management fees for the AGSPC International
    Equities Fund, AGSPC MidCap Index Fund, AGSPC Small Cap Index Fund and AGSPC
    Stock Index 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 AGSPC Asset Allocation
    Fund, AGSPC Capital Conservation Fund, AGSPC Government Securities Fund,
    AGSPC Growth Fund, AGSPC Growth & Income Fund, AGSPC International
    Government Bond Fund, AGSPC Money Market Fund, AGSPC Science & Technology
    Fund, AGSPC Social Awareness 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. The annual management fees for 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.
    
 
   
(6) OTHER EXPENSES includes custody, accounting, reports to shareholders, audit,
    legal and other miscellaneous expenses.
    
 
   
(7) The AGSPC Asset Allocation Fund was formerly known as the Timed Opportunity
    Fund.
    
 
   
(8) For these Funds Management fees and Total Fund Expenses have been restated
    to reflect the management fee schedule approved by shareholders and
    effective May 1, 1997. See Fund prospectus for details. Actual Management
    Fees and Total Fund Expenses during 1997 were lower.
    
 
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.
 
                                                                               7
<PAGE>   308
 
Selected Purchase Unit Data
- --------------------------------------------------------------------------------
   
<TABLE>
<CAPTION>
 
                                             AGSPC          AGSPC          AGSPC                         AGSPC           AGSPC
                                             ASSET         CAPITAL       GOVERNMENT       AGSPC        GROWTH &      INTERNATIONAL
                                           ALLOCATION    CONSERVATION    SECURITIES      GROWTH         INCOME         EQUITIES
                                           DIVISION 5     DIVISION 7     DIVISION 8    DIVISION 15    DIVISION 16     DIVISION 11
                                           ----------    ------------    ----------    -----------    -----------    -------------
<S>                                        <C>           <C>             <C>           <C>            <C>            <C>
December 31, 1997
 Accumulation Units in Force               53,307,351     28,242,598     45,034,894    453,172,490    132,434,555     122,716,744
 Accumulation Unit Value                   $3.219282       $1.962239     $1.957755      $2.076503      $1.940905        $1.237299
December 31, 1996
 Purchase Units in Force                   65,292,617     30,286,494     47,130,169    366,272,509    108,341,635     156,226,314
 Purchase Unit Value                       $2.651899       $1.825549     $1.815651      $1.733324      $1.583056        $1.222906
December 31, 1995
 Purchase Units in Force                   75,851,431     29,573,808     39,847,053    164,417,848    51,779,089      172,564,018
 Purchase Unit Value                       $2.411022       $1.812011     $1.799475      $1.466652      $1.296577        $1.156454
December 31, 1994
 Purchase Units in Force                   89,377,860     26,859,219     26,667,073    32,633,370     12,386,602      187,749,916
 Purchase Unit Value                       $1.951533       $1.515278     $1.547150      $1.001834      $0.993168        $1.054460
July 11, 1994
 Purchase Unit Value(3)                       --             --             --             --             --              --
April 29, 1994
 Purchase Unit Value(3)                       --             --             --          $1.000000      $1.000000          --
December 31, 1993
 Purchase Units in Force                   93,899,802     24,628,606     26,563,166        --             --          117,215,227
 Purchase Unit Value                       $1.997266       $1.630069     $1.636228         --             --            $0.986387
December 31, 1992
 Purchase Units in Force                   80,637,090     14,922,749     16,609,444                       --           52,524,165
 Purchase Unit Value                       $1.846025       $1.470167     $1.491537         --             --            $0.767135
May 1, 1992
 Purchase Unit Value(3)                       --             --             --             --             --              --
December 31, 1991
 Purchase Units in Force                   76,624,765     11,069,044     11,694,890        --             --           27,011,169
 Purchase Unit Value                       $1.878219       $1.366905     $1.405236         --             --            $0.895250
October 1, 1991
 Purchase Unit Value(3)                       --             --             --             --             --              --
December 31, 1990
 Purchase Units in Force                   72,284,139      9,321,049     8,460,327         --             --           13,776,769
 Purchase Unit Value                       $1.563444       $1.178361     $1.237104         --             --            $0.813423
December 31, 1989
 Purchase Units in Force                   68,361,149      7,502,717     5,556,464                        --            2,247,450
 Purchase Unit Value                       $1.618165       $1.193583     $1.179231         --             --            $1.028405
October 2, 1989
 Purchase Unit Value(3)                       --             --             --             --             --            $1.000000
December 31, 1988
 Purchase Units in Force                   65,817,325      3,996,455     3,408,919         --             --              --
 Purchase Unit Value                       $1.397280       $1.078919     $1.062082         --             --              --
 
<CAPTION>
                                                AGSPC
                                            INTERNATIONAL
                                             GOVERNMENT
                                                BOND
                                             DIVISION 13
                                             -----------
<S>                                         <C>
December 31, 1997
 Accumulation Units in Force                 111,480,591
 Accumulation Unit Value                       $1.490645
December 31, 1996
 Purchase Units in Force                     112,601,593
 Purchase Unit Value                           $1.582230
December 31, 1995
 Purchase Units in Force                      73,369,250
 Purchase Unit Value                           $1.530780
December 31, 1994
 Purchase Units in Force                      25,691,713
 Purchase Unit Value                           $1.301357
July 11, 1994
 Purchase Unit Value(3)                          --
April 29, 1994
 Purchase Unit Value(3)                          --
December 31, 1993
 Purchase Units in Force                      18,155,381
 Purchase Unit Value                           $1.258340
December 31, 1992
 Purchase Units in Force                       6,245,713
 Purchase Unit Value                           $1.112826
May 1, 1992
 Purchase Unit Value(3)                          --
December 31, 1991
 Purchase Units in Force                         953,038
 Purchase Unit Value                           $1.090499
October 1, 1991
 Purchase Unit Value(3)                        $1.000000
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                             --
</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.
 
 8
<PAGE>   309
- --------------------------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
    AGSPC         AGSPC         AGSPC         AGSPC         AGSPC                                      TEMPLETON
   MIDCAP         MONEY       SCIENCE &     SMALL CAP      SOCIAL          AGSPC          DREYFUS        ASSET        TEMPLETON
    INDEX         MARKET     TECHNOLOGY       INDEX       AWARENESS     STOCK INDEX      SMALL CAP    ALLOCATION    INTERNATIONAL
DIVISION 4(1)   DIVISION 6   DIVISION 17   DIVISION 14   DIVISION 12   DIVISION 10(2)   DIVISION 18   DIVISION 19    DIVISION 20
- -------------   ----------   -----------   -----------   -----------   --------------   -----------   -----------   -------------
<S>             <C>          <C>           <C>           <C>           <C>              <C>           <C>           <C>
 171,065,657    84,182,521   397,842,959   106,279,077   81,577,104     615,053,124     479,851,525   196,150,946    463,174,350
   $4.269122    $1.673590     $2.285739     $2.163595     $2.985333       $3.753436      $1.770622     $1.613943       $1.575168
 172,816,978    75,124,095   315,809,646   103,320,842   46,574,016     536,806,965     428,883,250   137,384,670    378,581,949
   $3.272588    $1.607212     $2.250471     $1.785442     $2.252673       $2.848437      $1.534694     $1.414844       $1.399702
 172,613,690    51,907,757   187,862,232   98,335,995    32,750,120     455,255,243     267,735,219   78,494,505     219,124,926
   $2.782677    $1.545802     $1.997175     $1.544896     $1.835102       $2.343900      $1.332904     $1.205181       $1.142586
 171,442,018    75,765,781   42,726,137    100,383,839   29,015,764     416,234,288     85,169,871    32,807,602      71,716,511
   $2.153183    $1.479129     $1.247713     $1.222329     $1.333899       $1.724134      $1.043156     $0.995860       $0.999282
     --            --            --            --            --             --           $1.000000     $1.000000       $1.000000
     --            --         $1.000000        --            --             --              --            --             --
 134,621,879    24,799,810       --        56,159,647    26,230,566     369,550,060         --            --             --
   $2.259378    $1.439327        --         $1.277199     $1.366979       $1.729327         --            --             --
  81,007,871    23,414,474       --         9,723,477    16,956,437     283,808,045         --            --             --
   $2.021271    $1.415690        --         $1.112790     $1.279516       $1.589718         --            --             --
     --            --            --         $1.000000        --             --              --            --             --
  49,106,844    25,545,494       --            --         8,447,711      90,526,907         --            --             --
   $1.858030    $1.384882        --            --         $1.250634       $1.505641         --            --             --
     --            --            --            --            --             --              --            --             --
  42,958,640    25,246,481       --            --         2,947,418      46,016,297         --            --             --
   $1.538017    $1.325393        --            --         $0.987666       $1.179000         --            --             --
  40,618,028    15,949,534       --            --           212,636      22,325,990                       --
   $1.712671    $1.240599        --            --         $1.010003       $1.238782         --            --             --
     --            --            --            --         $1.000000         --              --            --             --
  38,747,706    9,429,191        --            --            --           9,213,178         --            --             --
   $1.450217    $1.149516        --            --            --           $0.968670         --            --             --
</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.
 
                                                                               9
<PAGE>   310
 
- --------------------------------------------------------------------------------
 
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.
 
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.
 
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 AGSPC 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.
 
                                                                              
ALL INQUIRIES REGARDING
PORTFOLIO DIRECTOR
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
 
10
<PAGE>   311
 
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 (AGSPC) -- offers 13 funds, for which VALIC serves as investment
  adviser.
    
 
   
- - Dreyfus Variable Investment Fund -- offers 1 fund, for which The Dreyfus
  Corporation serves as investment adviser.
    
 
- - Templeton Variable Products Series -- offers 2 funds, for which Templeton
  Investment Counsel, Inc. serves as investment adviser.
 
   
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.
    
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 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 fees plus administration and distribution fees 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 in the graphs reflect
Separate Account performance based on the performance of the underlying Fund for
the last 10 fiscal years or, since inception of the underlying Fund if for less
than 10 years. The returns shown in the tables reflect for the AGSPC Funds
actual historical performance of the related Separate Account Divisions. The
returns shown in the tables for the other Funds (Divisions 18-20) reflect actual
historical performance of the related Separate Account Divisions since inception
of each Division (July 11, 1994) and hypothetical performance is based on the
actual performance for periods prior to July 11, 1994. Hypothetical performance
is based on the actual performance of the underlying Fund reduced by Separate
Account fees that would have been incurred during the hypothetical period.
Investment return and principal value will fluctuate with market conditions, and
for foreign investments, currencies and the economic and political climates of
the countries where investments are made. Past performance cannot predict or
guarantee future results.
    
 
   
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.
    
 
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.
 
                                                                              11
<PAGE>   312
 
   
AGSPC
    
   
ASSET ALLOCATION 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, 1988        $ Value
- -------------------------   --------
<S>                         <C>
        01/01/88            $10,000
        12/31/88             10,863
        12/31/89             12,581
        12/31/90             12,155
        12/31/91             14,603
        12/31/92             14,352
        12/31/93             15,528
        12/31/94             15,173
        12/31/95             18,745
        12/31/96             20,618
        12/31/97             25,029
</TABLE>
    
 
   
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
 
   
AGSPC
    
   
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, 1988        $ Value
- -------------------------   --------
<S>                         <C>
        01/01/88            $10,000
        12/31/88             10,592
        12/31/89             11,718
        12/31/90             11,568
        12/31/91             13,419
        12/31/92             14,433
        12/31/93             16,003
        12/31/94             14,876
        12/31/95             17,789
        12/31/96             17,922
        12/31/97             19,264
</TABLE>
    
 
   
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
 
   
 * The AGSPC Asset Allocation Fund was formerly known as the Timed Opportunity
   Fund.
    
 
 12
<PAGE>   313
 
   
AGSPC
    
   
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, 1988        $ Value
- -------------------------   -------
<S>                         <C>
        01/01/88            $10,000
        12/31/88             10,495
        12/31/89             11,653
        12/31/90             12,225
        12/31/91             13,886
        12/31/92             14,739
        12/31/93             16,169
        12/31/94             15,288
        12/31/95             17,782
        12/31/96             17,942
        12/31/97             19,346
</TABLE>
    
 
   
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
   
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
- ----------------------------   -------
<S>                            <C>
          04/29/94             $10,000
          12/31/94              10,018
          12/31/95              14,667
          12/31/96              17,333
          12/31/97              20,765
</TABLE>
    
 
   
                    VALUE AT MONTHLY INTERVALS OF A $10,000
    
   
                     STIPULATED PAYMENT MADE APRIL 29, 1994
    
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
 
                                                                              13
<PAGE>   314
 
   
AGSPC
    
   
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
- ----------------------------   -------
<S>                            <C>
          04/29/94             $10,000
          12/31/94               9,932
          12/31/95              12,966
          12/31/96              15,831
          12/31/97              19,409
</TABLE>
    
 
   
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 29, 1994
    
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
   
AGSPC
    
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
- -------------------------   -------
<S>                         <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
        12/31/97             12,373
</TABLE>
    
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE OCTOBER 2, 1989
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
 
 14
<PAGE>   315
   
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
- -------------------------   -------
<S>                         <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
        12/31/97             14,906
</TABLE>
    
 
   
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE OCTOBER 1, 1991
    
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
 
 15
<PAGE>   316
 
   
AGSPC
    
   
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,
1988 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
- -------------------------   -------
<S>                         <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
        12/31/97             25,648
</TABLE>
    
 
   
                    VALUE AT MONTHLY INTERVALS OF A $10,000
    
   
                    STIPULATED PAYMENT MADE OCTOBER 1, 1991
    
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
 
- ---------------------------------------------------------------
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     January 1, 1988        $ Value
- -------------------------   -------
<S>                         <C>
        01/01/88            $10,000
        12/31/88             11,306
        12/31/89             13,352
        12/31/90             11,991
        12/31/91             14,486
        12/31/92             15,758
        12/31/93             17,615
        12/31/94             16,787
        12/31/95             21,695
        12/31/96             25,514
        12/31/97             33,283
</TABLE>
    
 
   
                    VALUE AT MONTHLY INTERVALS OF A $10,000
    
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
 
   
 * "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 AGSPC MidCap Index
   Fund nor the AGSPC 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.
    
 
 16
<PAGE>   317
 
   
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, 1988        $ Value
- -------------------------   -------
<S>                         <C>
        01/01/88            $10,000
        12/31/88             10,572
        12/31/89             11,410
        12/31/90             12,190
        12/31/91             12,737
        12/31/92             13,020
        12/31/93             13,238
        12/31/94             13,604
        12/31/95             14,217
        12/31/96             14,782
        12/31/97             15,392
</TABLE>
    
 
   
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
   
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
- -------------------------   -------
<S>                         <C>
        04/29/94            $10,000
        12/31/94             12,477
        12/31/95             19,972
        12/31/96             22,505
        12/31/97             22,857
</TABLE>
    
 
   
                    VALUE AT MONTHLY INTERVALS OF A $10,000
    
   
                     STIPULATED PAYMENT MADE APRIL 29, 1994
    
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
 
                                                                              17
<PAGE>   318
 
   
AGSPC
    
   
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
- -------------------------   -------
<S>                         <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
        12/31/97             21,636
</TABLE>
    
 
   
                    VALUE AT MONTHLY INTERVALS OF A $10,000
    
   
                      STIPULATED PAYMENT MADE MAY 1, 1992
    
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
   
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
- -------------------------   -------
<S>                         <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
        12/31/97             29,853
</TABLE>
    
 
   
                    VALUE AT MONTHLY INTERVALS OF A $10,000
    
   
                    STIPULATED PAYMENT MADE OCTOBER 2, 1989
    
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
 
   
* 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.
    
 
 18
<PAGE>   319
 
   
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
     January 1, 1988        $ Value
- -------------------------   -------
<S>                         <C>
        01/01/88            $10,000
        12/31/88             11,313
        12/31/89             14,468
        12/31/90             13,770
        12/31/91             17,584
        12/31/92             18,566
        12/31/93             20,197
        12/31/94             20,136
        12/31/95             27,374
        12/31/96             33,267
        12/31/97             43,836
</TABLE>
    
 
   
                    VALUE AT MONTHLY INTERVALS OF A $10,000
    
   
                    STIPULATED PAYMENT MADE JANUARY 1, 1988
    
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
   
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
- -------------------------   --------
<S>                         <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
        12/31/97             132,607
</TABLE>
    
 
   
                    VALUE AT MONTHLY INTERVALS OF A $10,000
    
   
                    STIPULATED PAYMENT MADE AUGUST 31, 1990
    
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
 
   
 * "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 AGSPC MidCap Index
   Fund nor the AGSPC 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.
    
 
                                                                              19
<PAGE>   320
 
   
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.
    
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     August 24, 1988        $ Value
- -------------------------   -------
<S>                         <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
        12/31/97             27,087
</TABLE>
    
 
   
                    VALUE AT MONTHLY INTERVALS OF A $10,000
    
   
                    STIPULATED PAYMENT MADE AUGUST 24, 1988
    
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
 
   
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.
    
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
       May 1, 1992          $ Value
- -------------------------   -------
<S>                         <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
        12/31/97             20,613
</TABLE>
    
 
   
                    VALUE AT MONTHLY INTERVALS OF A $10,000
    
   
                      STIPULATED PAYMENT MADE MAY 1, 1992
    
 
                                    [CHART]
 
   
                            PERIOD ENDED DECEMBER 31
    
 
 20
<PAGE>   321
 
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 is accompanied by 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 establish a
permanent 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 the AGSPC 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
  AGSPC 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 or an 
                                               annuity Contract offered by 
                                               Portfolio Director.
                                               
                                               For more information as to how 
                                               PURCHASE UNIT VALUES are 
                                               calculated, see the Statement of
                                               Additional Information.

 
                                                                            21
<PAGE>   322
 
- --------------------------------------------------------------------------------
 
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 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.
 
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.
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.
 
 22
<PAGE>   323
 
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
 Payout:         Up to 100%    Once every 365 days      None
                 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.

 
                                                                              23
<PAGE>   324
 
FEES AND CHARGES
- --------------------------------------------------------------------------------
 
By investing in Portfolio Director, you may be subject to six basic types of
fees and charges:
 
- - Account Maintenance Fee
   
- - Surrender Charge
    
- - 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 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, Surrender, Mortality and Expense Risk Fee or
Administration and Distribution Fee 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 CHARGE
    
 
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 CHARGE
    
 
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 CHARGE
    
 
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.
 
 24
<PAGE>   325
 
- --------------------------------------------------------------------------------
 
   
- - 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; or
    
 
- - 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 charge 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 a surrender charge may be reduced or
waived, see the "Reduction or Waiver of Account Maintenance Fee, Surrender,
Mortality and Expense Risk Fee or Administration and Distribution Fee 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 fee and an administration and
distribution fee applied to VALIC Separate Account A. This is a daily charge at
an annualized rate of 1.00% 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 fee 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 fee and on the
administration and distribution fee.
    
 
   
The administration and distribution fee is to reimburse the Company for our
administrative expenses for providing Variable Account Options. This includes
the expense of administration and marketing (including but not limited to
enrollment, participant communication and education).
    
   
For more information about the mortality and expense risk fee and administration
and distribution fee, see the Fee Table in this prospectus.
    
 
   
The mortality and expense risk fee or administration and distribution fee may be
reduced or waived if issued to certain types of plans that are expected to
result in lower costs to VALIC. To learn more about how we determine if the
mortality and expense risk fee or administration and distribution fee may be
reduced or waived, see the "Reduction or Waiver of Account Maintenance Fee,
Surrender, Mortality and Expense Risk Fee or Administration and Distribution Fee
Charges" section of 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.
 
                                                                              25
<PAGE>   326
 
- --------------------------------------------------------------------------------
 
REDUCTION OR WAIVER OF ACCOUNT
   
MAINTENANCE FEE, SURRENDER,
    
   
MORTALITY AND EXPENSE RISK OR ADMINISTRATION AND DISTRIBUTION FEE CHARGES
    
 
   
We may, as described below, determine that the account maintenance fee,
surrender charges, mortality and expense risk fee or administration and
distribution fee 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.
    
 
   
  -  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.
    
 
   
  - Other factors of which we are not presently aware which could reduce
    administrative costs.
    
 
   
  We review the following additional factors to determine whether we can reduce
  or waive account maintenance fees:
    
 
   
  - 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.
    
 
   
We review the following additional factors to determine whether we can reduce or
waive surrender charges:
    
 
   
  - 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 use of mass enrollment or related administrative tasks performed by your
    employer for your retirement program.
    
 
   
  We review the following additional factors to determine whether we can reduce
  or waive the mortality and expense risk fee or administration and distribution
  fee:
    
 
   
  - The frequency of Purchase Payments for your retirement program.
    
 
   
  - The size of your retirement program.
    
 
   
  - The amount of your retirement program's periodic purchase payment.
    
 
   
  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.
    
 
   
  SEPARATE ACCOUNT EXPENSE
    
   
  REIMBURSEMENT
    
 
   
  Dreyfus Small Cap or its affiliate has an agreement with the Company to pay
  the Company for certain administrative and shareholder services it provides to
  the Fund. The Company will reduce its charges to the Division investing in the
  Fund by the full amount of any of these payments it receives.
    
 
 26
<PAGE>   327
 
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).




                                                                              27
<PAGE>   328
 
- --------------------------------------------------------------------------------
 
  - 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.
 
For more information about
PAYOUT OPTIONS OR
ENHANCEMENTS
of those Payout Options
available under the Contract,
see the "Statement of
Additional Information".
 
 28
<PAGE>   329
 
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>
<S>                    <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
   
Generally, Internal Revenue Code Section 403(b)(11) permits total or partial
distributions from a 403(b) contract only on account of hardship (employee
contributions only without accrued interest), attainment of age 59 1/2,
separation from service, death or disability.
    
 
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:
 
<TABLE>
<S>                    <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. 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.
 
                                                                              29
<PAGE>   330
 
- --------------------------------------------------------------------------------
 
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 and in the Statement of Additional
Information.
    
 
 30
<PAGE>   331
 
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 purchased through your employer-sponsored retirement plan and
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.
    (Exchanges between Portfolio Director and other contracts in the Portfolio
    Director series of annuities 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. 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 CHARGE
    
 
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.
 
   
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.
    
 
   
EXCHANGE OFFERS FOR CONTRACTS OTHER THAN PORTFOLIO DIRECTOR AND PORTFOLIO
DIRECTOR 2
    
 
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
 
                                                                              31
<PAGE>   332
 
- --------------------------------------------------------------------------------
 
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.
 
 32
<PAGE>   333
 
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:
 
<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.
 
                                                                                
                                                       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.



                                                                              33
<PAGE>   334
 
- --------------------------------------------------------------------------------
 
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 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.
    
   
    
 
 34
<PAGE>   335
 
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.
 
                                                                              35
<PAGE>   336
 
- --------------------------------------------------------------------------------
 
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 values 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.
 
AGSPC MONEY MARKET DIVISION
 
We may advertise the AGSPC Money Market Division's Current Yield and Effective
Yield.
 
   
The Current Yield refers to the income produced by an investment in the AGSPC
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, 1997 was 4.22%.
    
 
   
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, 1997 was
4.31%.
    
 
   
DIVISIONS OTHER THAN THE AGSPC MONEY MARKET DIVISION
    
 
   
We may advertise the standardized yield performance for each Division other than
the AGSPC 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.
 
 36
<PAGE>   337
 
                                                                         TABLE I
 
                          AVERAGE ANNUAL TOTAL RETURN
           WITH SURRENDER CHARGE AND ACCOUNT MAINTENANCE FEE IMPOSED
   
        (FROM SEPARATE ACCOUNT DIVISION INCEPTION TO DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                                          SINCE
                  FUND AND DIVISION                    INCEPTION DATE   INCEPTION    10 YEARS    5 YEARS     3 YEARS     1 YEAR
                  -----------------                    --------------   ---------    --------    -------     -------     ------
<S>                                                    <C>              <C>          <C>         <C>         <C>        <C>
AGSPC Asset Allocation Fund (Division 5)(1)..........     09/06/83           8.41%       9.48%      10.99%      16.84%     16.31%
AGSPC Capital Conservation Fund (Division 7).........     01/16/86           5.69        6.65        5.02        7.47       2.58
AGSPC Government Securities Fund (Division 8)........     01/16/86           5.67        6.69        4.65        6.61       2.90
AGSPC Growth Fund (Division 15)......................     04/29/94          21.11          --          --       26.34      14.71
AGSPC Growth & Income Fund (Division 16).............     04/29/94          18.85          --          --       23.83      17.52
AGSPC International Equities Fund (Division 11)......     10/02/89           2.52          --        9.22        3.85      (3.44)
AGSPC International Government Bond Fund (Division
  13)................................................     10/01/91           6.47          --        5.10        2.98     (10.09)
AGSPC MidCap Index Fund (Division 4)(2)
  Period from 07/01/87 to 06/30/97...................     10/13/82           9.90       12.64       15.44       24.44      25.36
  Period from 10/01/91 to 06/30/97...................                       16.13          --       15.44       24.44      25.36
AGSPC Money Market Fund (Division 6).................     01/16/86           4.29        4.28        2.40        2.54      (0.63)
AGSPC Science & Technology Fund (Division 17)........     04/29/94          24.40          --          --       21.12      (3.07)
AGSPC Small Cap Index Fund (Division 14).............     05/01/92          14.46          --       13.50       19.70      16.09
AGSPC Social Awareness Fund (Division 12)............     10/02/89          14.19          --       17.82       29.70      27.43
AGSPC Stock Index Fund (Division 10).................     04/20/87          13.06       15.79       18.11       28.48      26.68
Dreyfus Small Cap Portfolio (Division 18)............     07/11/94          16.67          --          --       17.99      10.29
Templeton Asset Allocation Fund
  (Division 19)......................................     07/11/94          13.60          --          --       16.13       8.99
Templeton International Fund (Division 20)...........     07/11/94          12.78          --          --       15.02       7.46
</TABLE>
    
 
- ---------------
   
(1) The AGSPC Asset Allocation Fund was formerly known as the Timed Opportunity
    Fund.
    
 
   
(2) The AGSPC 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.
    
 
   
                                                                        TABLE II
    
 
   
                          AVERAGE ANNUAL TOTAL RETURN
    
   
           WITH SURRENDER CHARGE AND ACCOUNT MAINTENANCE FEE IMPOSED
    
   
             (FROM UNDERLYING FUND INCEPTION TO DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                                            SINCE
                  FUND AND DIVISION*                     INCEPTION DATE   INCEPTION   10 YEARS   5 YEARS    3 YEARS     1 YEAR
                  ------------------                     --------------   ---------   --------   -------    -------     ------
<S>                                                      <C>              <C>         <C>        <C>        <C>        <C>
Dreyfus Small Cap Portfolio (Division 18)(1)...........     08/31/90        42.09%          --      24.03%     17.99%     10.29%
Templeton Asset Allocation Fund
  (Division 19)(1).....................................     08/24/88        11.13           --      13.37      16.13       8.99
Templeton International Fund (Division 20)(1)..........     05/01/92        13.48           --      16.56      15.02       7.46
</TABLE>
    
 
   
* The Table reflects actual historical performance of the related Separate
  Account Divisions since inception of each Division (July 11, 1994) and
  historical performance for periods prior to July 11, 1994. Hypothetical
  performance is based on the actual performance of the underlying Fund reduced
  by Separate Account fees that would have been incurred during the hypothetical
  period.
    
 
                                                                              37
<PAGE>   338
 
   
                                                                       TABLE III
    
                          AVERAGE ANNUAL TOTAL RETURN
          WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED
   
        (FROM SEPARATE ACCOUNT DIVISION INCEPTION TO DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                               FUND
                                                            INCEPTION        SINCE
                   FUND AND DIVISION                           DATE        INCEPTION    10 YEARS   5 YEARS    3 YEARS     1 YEAR
                   -----------------                        ---------      ---------    --------   -------    -------     ------
<S>                                                       <C>              <C>          <C>        <C>        <C>        <C>
AGSPC Asset Allocation Fund (Division 5)................     09/06/83         8.55%       9.61%     11.76%     18.16%     21.40%
AGSPC Capital Conservation Fund
  (Division 7)..........................................     01/16/86         5.82        6.78       5.94       9.00       7.49
AGSPC Government Securities Fund
  (Division 8)..........................................     01/16/86         5.80        6.82       5.59       8.16       7.83
AGSPC Growth Fund (Division 15).........................     04/29/94        22.05          --         --      27.50      19.80
AGSPC Growth & Income Fund (Division 16)................     04/29/94        19.82          --         --      25.02      22.60
AGSPC International Equities Fund
  (Division 11).........................................     10/02/89         2.64          --      10.03       5.47       1.18
AGSPC International Government Bond Fund (Division
  13)...................................................     10/01/91         6.60          --       6.02       4.63     (5.79)
AGSPC MidCap Index Fund (Division 4)
  Period from 07/01/87 to 06/30/97......................     10/13/82        10.04       12.78      16.13      25.63      30.45
  Period from 10/01/91 to 06/30/97......................                     16.26          --      16.13      25.63      30.45
AGSPC Money Market Fund (Division 6)....................     01/16/86         4.42        4.41       3.40       4.20       4.13
AGSPC Science & Technology Fund
  (Division 17).........................................     04/29/94        25.29          --         --      22.36       1.57
AGSPC Small Cap Index Fund (Division 14)................     05/01/92        14.59          --      14.22      20.97      21.18
AGSPC Social Awareness Fund (Division 12)...............     10/02/89        14.33          --      18.46      30.80      32.52
AGSPC Stock Index Fund (Division 10)....................     04/20/87        13.20       15.93      18.75      29.60      31.77
Dreyfus Small Cap Portfolio (Division 18)...............     07/11/94        17.85          --         --      19.29      15.37
Templeton Asset Allocation Fund
  (Division 19).........................................     07/11/94        14.75          --         --      17.46      14.07
Templeton International Fund (Division 20)..............     07/11/94        13.95          --         --      16.38      12.54
</TABLE>
    
 
   
                                                                        TABLE IV
    
   
                          AVERAGE ANNUAL TOTAL RETURN
    
   
          WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED
    
   
             (FROM UNDERLYING FUND INCEPTION TO DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                               FUND
                                                            INCEPTION        SINCE
                   FUND AND DIVISION*                          DATE        INCEPTION    10 YEARS   5 YEARS    3 YEARS     1 YEAR
                   ------------------                       ---------      ---------    --------   -------    -------     ------
<S>                                                       <C>              <C>          <C>        <C>        <C>        <C>
Dreyfus Small Cap Portfolio (Division 18)...............     08/31/90        42.26%         --      24.58%     19.29%     15.37%
Templeton Asset Allocation Fund (Division 19)...........     08/24/88        11.27          --      14.10      17.46      14.07
Templeton International Fund (Division 20)..............     05/01/92        13.62          --      17.23      16.38      12.54
</TABLE>
    
 
   
- ---------------
    
 
   
 * The Table reflects actual historical performance of the related Separate
   Account Divisions since inception of each Division (July 11, 1994) and
   historical performance for periods prior to July 11, 1994. Hypothetical
   performance is based on the actual performance of the underlying Fund reduced
   by Separate Account fees that would have been incurred during the
   hypothetical period.
    
 
 38
<PAGE>   339
 
   
                                                                         TABLE V
    
                               CUMULATIVE RETURN
   
          WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED
    
 
   
        (FROM SEPARATE ACCOUNT DIVISION INCEPTION TO DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                      FUND          SINCE
               FUND AND DIVISION                 INCEPTION DATE   INCEPTION   10 YEARS   5 YEARS    3 YEARS     1 YEAR
               -----------------                 --------------   ---------   --------   -------    -------     ------
<S>                                              <C>              <C>         <C>        <C>        <C>        <C>
AGSPC Asset Allocation Fund (Division 5).......     09/06/83        221.93%    150.29%     74.39%     64.96%    21.40%
AGSPC Capital Conservation Fund
  (Division 7).................................     01/16/86         96.22      92.64      33.47      29.50      7.49
AGSPC Government Securities Fund
  (Division 8).................................     01/16/86         95.78      93.46      31.26      26.54      7.83
AGSPC Growth Fund (Division 15)................     04/29/94        107.65         --         --     107.27     19.80
AGSPC Growth & Income Fund
  (Division 16)................................     04/29/94         94.09         --         --      95.43     22.60
AGSPC International Equities Fund
  (Division 11)................................     10/02/89         23.73         --      61.29      17.34      1.18
AGSPC International Government Bond Fund
  (Division 13)................................     10/01/91         49.06         --      33.95      14.55    (5.79)
AGSPC MidCap Index Fund (Division 4)
  Period from 07/01/87 to 06/30/97.............     10/13/82        326.91     232.83     111.21      98.27     30.45
  Period from 10/01/91 to 06/30/97.............                     156.48                111.21      98.27     30.45
AGSPC Money Market Fund (Division 6)...........     01/16/86         67.36      53.92      18.22      13.15      4.13
AGSPC Science & Technology Fund
  (Division 17)................................     04/29/94        128.57         --         --      83.19      1.57
AGSPC Small Cap Index Fund
  (Division 14)................................     05/01/92        116.36         --      94.43      77.01     21.18
AGSPC Social Awareness Fund
  (Division 12)................................     10/02/89        198.53         --     133.32     123.81     32.52
AGSPC Stock Index Fund (Division 10)...........     04/20/87        275.34     338.36     136.11     117.70     31.77
Dreyfus Small Cap Portfolio
  (Division 18)................................     07/11/94         77.06         --         --      69.74     15.37
Templeton Asset Allocation Fund
  (Division 19)................................     07/11/94         61.39         --         --      62.07     14.07
Templeton International Fund
  (Division 20)................................     07/11/94         57.52         --         --      57.63     12.54
</TABLE>
    
 
   
                                                                        TABLE VI
    
   
                               CUMULATIVE RETURN
    
   
          WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED
    
   
             (FROM UNDERLYING FUND INCEPTION TO DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                       FUND          SINCE
               FUND AND DIVISION*                 INCEPTION DATE   INCEPTION   10 YEARS    5 YEARS    3 YEARS     1 YEAR
               ------------------                 --------------   ---------   --------    -------    -------     ------
<S>                                               <C>              <C>         <C>         <C>        <C>        <C>
Dreyfus Small Cap Portfolio (Division 18).......     08/31/90      1,226.07%       --%      200.14%    69.74%     15.37%
Templeton Asset Allocation Fund (Division 19)...     08/24/88        170.87        --        93.36     62.07      14.07
Templeton International Fund (Division 20)......     05/01/92        106.13        --       121.37     57.63      12.54
</TABLE>
    
 
- ---------------
 
   
 * The Table reflects actual historical performance of the related Separate
   Account Divisions since inception of each Division (July 11, 1994) and
   historical performance for periods prior to July 11, 1994. Hypothetical
   performance is based on the actual performance of the underlying Fund reduced
   by Separate Account fees that would have been incurred during the
   hypothetical period.
    
 
                                                                              39
<PAGE>   340
 
   
                                                                       TABLE VII
    
 
              ANNUAL AND CUMULATIVE CHANGE IN PURCHASE UNIT VALUE
   
          WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED
    
   
               (PERIOD FROM SEPARATE ACCOUNT DIVISION INCEPTION)
    
   
<TABLE>
<CAPTION>
                                     ANNUAL CHANGE IN PURCHASE UNIT VALUE FOR THE 12 MONTHS ENDED DECEMBER 31*
                                     --------------------------------------------
         FUND AND DIVISION             1997        1996        1995        1994
         -----------------           --------    --------    --------    --------
<S>                                  <C>         <C>         <C>         <C>
AGSPC Asset Allocation Fund
 (Division 5)......................     21.40%       9.99%      23.55%      (2.29)%
AGSPC Capital Conservation Fund
 (Division 7)......................      7.49        0.75       19.58       (7.04)
AGSPC Government Securities Fund
 (Division 8)......................      7.83        0.90       16.31       (5.44)
AGSPC Growth Fund (Division 15)....     19.80       18.18       46.40        0.18
AGSPC Growth & Income Fund
 (Division 16).....................     22.60       22.10       30.55       (0.68)
AGSPC International Equities Fund
 (Division 11).....................      1.18        5.75        9.67        6.90
AGSPC International Government Bond
 Fund (Division 13)................    (5.79)        3.36       17.63        3.42
AGSPC MidCap Index Fund (Division
 4)(1).............................     30.45       17.61       29.24       (4.70)
AGSPC Money Market Fund (Division
 6)................................      4.13        3.97        4.51        2.77
AGSPC Science & Technology Fund
 (Division 17).....................      1.57       12.68       60.07       24.77
AGSPC Small Cap Index Fund
 (Division 14).....................     21.18       15.57       26.39       (4.30)
AGSPC Social Awareness Fund
 (Division 12).....................     32.52       22.75       37.57       (2.42)
AGSPC Stock Index Fund (Division
 10)...............................     31.77       21.53       35.95       (0.30)
Dreyfus Small Cap Portfolio
 (Division 18).....................     15.37       15.14       27.78        4.32
Templeton Asset Allocation Fund
 (Division 19).....................     14.07       17.40       21.02       (0.41)
Templeton International Fund
 (Division 20).....................     12.54       22.50       14.34       (0.07)
 
<CAPTION>
                                   ANNUAL CHANGE IN PURCHASE UNIT VALUE FOR THE 12 MONTHS ENDED DECEMBER 31*
                                     ------------------------------------------------------------------
         FUND AND DIVISION            1993       1992        1991        1990        1989        1988
         -----------------           ------    --------    --------    --------    --------    --------
<S>                                  <C>       <C>         <C>         <C>         <C>         <C>
AGSPC Asset Allocation Fund
 (Division 5)......................    8.19%      (1.71)%     20.13%      (3.38)%     15.81%       8.63%
AGSPC Capital Conservation Fund
 (Division 7)......................   10.88        7.55       16.00       (1.28)      10.63        5.92
AGSPC Government Securities Fund
 (Division 8)......................    9.70        6.14       13.59        4.91       11.03        4.95
AGSPC Growth Fund (Division 15)....      --          --          --          --          --          --
AGSPC Growth & Income Fund
 (Division 16).....................      --          --          --          --          --          --
AGSPC International Equities Fund
 (Division 11).....................   28.58      (14.31)      10.06      (20.90)       2.84          --
AGSPC International Government Bond
 Fund (Division 13)................   13.08        2.05        9.05          --          --          --
AGSPC MidCap Index Fund (Division
 4)(1).............................   11.78        8.79       20.81      (10.20)      18.10       13.06
AGSPC Money Market Fund (Division
 6)................................    1.67        2.22        4.49        6.83        7.92        5.72
AGSPC Science & Technology Fund
 (Division 17).....................      --          --          --          --          --          --
AGSPC Small Cap Index Fund
 (Division 14).....................   14.77       11.28          --          --          --          --
AGSPC Social Awareness Fund
 (Division 12).....................    6.84        2.31       26.63       (2.21)       1.00          --
AGSPC Stock Index Fund (Division
 10)...............................    8.78        5.58       27.70       (4.83)      27.88       13.13
Dreyfus Small Cap Portfolio
 (Division 18).....................      --          --          --          --          --          --
Templeton Asset Allocation Fund
 (Division 19).....................      --          --          --          --          --          --
Templeton International Fund
 (Division 20).....................      --          --          --          --          --          --
</TABLE>
    
   
<TABLE>
<CAPTION>
                                     CUMULATIVE CHANGE IN PURCHASE UNIT VALUE FOR EACH PERIOD END SINCE 12/31/87*
                                     --------------------------------------------------------
         FUND AND DIVISION             1997        1996        1995        1994        1993
         -----------------           --------    --------    --------    --------    --------
<S>                                  <C>         <C>         <C>         <C>         <C>
AGSPC Asset Allocation Fund
 (Division 5)......................    150.29%     106.18%      87.45%      51.73%      55.28%
AGSPC Capital Conservation Fund
 (Division 7)......................     92.64       79.22       77.89       48.76       60.03
AGSPC Government Securities Fund
 (Division 8)......................     93.46       79.42       77.82       52.88       61.69
AGSPC Growth Fund (Division 15)....    107.65       73.33       46.67        0.18          --
AGSPC Growth & Income Fund
 (Division 16).....................     94.09       58.31       29.66       (0.68)         --
AGSPC International Equities Fund
 (Division 11).....................     23.73       22.29       15.65        5.45       (1.36)
AGSPC International Government Bond
 Fund (Division 13)................     49.06       58.22       53.08       30.14       25.83
AGSPC MidCap Index Fund (Division
 4)(1).............................    232.83      155.14      116.95       67.87       76.15
AGSPC Money Market Fund (Division
 6)................................     53.92       47.82       42.17       36.04       32.38
AGSPC Science & Technology Fund
 (Division 17).....................    128.57      125.05       99.72       24.77          --
AGSPC Small Cap Index Fund
 (Division 14).....................    116.36       78.54       54.49       22.23       27.72
AGSPC Social Awareness Fund
 (Division 12).....................    198.53      125.27       83.51       33.39       36.70
AGSPC Stock Index Fund (Division
 10)...............................    338.36      232.67      173.74      101.36      101.97
Dreyfus Small Cap Portfolio
 (Division 18).....................     77.06       53.47       33.29        4.32          --
Templeton Asset Allocation Fund
 (Division 19).....................     61.39       41.48       20.52       (0.41)         --
Templeton International Fund
 (Division 20).....................     57.52       39.97       14.26       (0.07)         --
 
<CAPTION>
                                   CUMULATIVE CHANGE IN PURCHASE UNIT VALUE FOR EACH PERIOD END SINCE 12/31/87*
                                     ------------------------------------------------------
         FUND AND DIVISION            1992       1991        1990        1989        1988
         -----------------           ------    --------    --------    --------    --------
<S>                                  <C>       <C>         <C>         <C>         <C>
AGSPC Asset Allocation Fund
 (Division 5)......................   43.52%      43.03%      21.55%      25.81%       8.63%
AGSPC Capital Conservation Fund
 (Division 7)......................   44.33       34.19       15.68       17.18        5.92
AGSPC Government Securities Fund
 (Division 8)......................   47.39       38.86       22.25       16.53        4.95
AGSPC Growth Fund (Division 15)....      --          --          --          --          --
AGSPC Growth & Income Fund
 (Division 16).....................      --          --          --          --          --
AGSPC International Equities Fund
 (Division 11).....................  (23.29)     (10.48)     (18.66)       2.84          --
AGSPC International Government Bond
 Fund (Division 13)................   11.28        9.05          --          --          --
AGSPC MidCap Index Fund (Division
 4)(1).............................   57.58       44.86       19.91       33.52       13.06
AGSPC Money Market Fund (Division
 6)................................   30.20       27.37       21.90       14.10        5.72
AGSPC Science & Technology Fund
 (Division 17).....................      --          --          --          --          --
AGSPC Small Cap Index Fund
 (Division 14).....................   11.28          --          --          --          --
AGSPC Social Awareness Fund
 (Division 12).....................   27.95       25.06       (1.23)       1.00          --
AGSPC Stock Index Fund (Division
 10)...............................   85.66       75.84       37.70       44.68       13.13
Dreyfus Small Cap Portfolio
 (Division 18).....................      --          --          --          --          --
Templeton Asset Allocation Fund
 (Division 19).....................      --          --          --          --          --
Templeton International Fund
 (Division 20).....................      --          --          --          --          --
</TABLE>
    
 
- ------------
 
   
  * For the year in which the underlying Fund commenced operations, less than a
    full year's performance has been reflected, which is not annualized.
    
 
   
(1) Effective October 1, 1991, the Fund underlying the AGSPC 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%; for the
    period from October 1, 1991 through December 31, 1996 the cumulative change
    in purchase unit value was 96.61%; and for the period from October 1, 1991
    through December 31, 1997 the cumulative change in purchase unit value was
    156.48%.
    
 
 40
<PAGE>   341
 
   
                                                                      TABLE VIII
    
 
   
              ANNUAL AND CUMULATIVE CHANGE IN PURCHASE UNIT VALUE
    
   
          WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED
    
   
                    (PERIOD FROM UNDERLYING FUND INCEPTION)
    
   
<TABLE>
<CAPTION>
                                     ANNUAL CHANGE IN PURCHASE UNIT VALUE FOR THE 12 MONTHS ENDED DECEMBER 31*
                                     --------------------------------------------
        FUND AND DIVISION**            1997        1996        1995        1994
        -------------------          --------    --------    --------    --------
<S>                                  <C>         <C>         <C>         <C>
Dreyfus Small Cap Portfolio
 (Division 18).....................     15.37       15.14       27.78        6.33
Templeton Asset Allocation Fund
 (Division 19).....................     14.07       17.40       21.02       (4.24)
Templeton International Fund
 (Division 20).....................     12.54       22.50       14.34       (3.49)
 
<CAPTION>
                                   ANNUAL CHANGE IN PURCHASE UNIT VALUE FOR THE 12 MONTHS ENDED DECEMBER 31*
                                     ------------------------------------------------------------------
        FUND AND DIVISION**           1993       1992        1991        1990        1989        1988
        -------------------          ------    --------    --------    --------    --------    --------
<S>                                  <C>       <C>         <C>         <C>         <C>         <C>
Dreyfus Small Cap Portfolio
 (Division 18).....................   66.31       69.24      156.75        1.68          --          --
Templeton Asset Allocation Fund
 (Division 19).....................   24.59        6.74       26.13       (9.13)      11.86        2.37
Templeton International Fund
 (Division 20).....................   45.51       (6.89)         --          --          --          --
</TABLE>
    
   
<TABLE>
<CAPTION>
                                       CUMULATIVE CHANGE IN PURCHASE UNIT VALUE FOR EACH PERIOD END SINCE 12/31/87*
                                     --------------------------------------------------------------------------------
        FUND AND DIVISION**            1997        1996        1995        1994        1993        1992        1991
        -------------------          --------    --------    --------    --------    --------    --------    --------
<S>                                  <C>         <C>         <C>         <C>         <C>         <C>         <C>
Dreyfus Small Cap Portfolio
 (Division 18).....................  1,226.07    1,049.38      898.25      681.25      634.77      341.81      161.05
Templeton Asset Allocation Fund
 (Division 19).....................    170.87      137.46      102.27       67.14       74.53       40.09       31.24
Templeton International Fund
 (Division 20).....................    106.13       83.17       49.52       30.77       35.49       (6.89)         --
 
<CAPTION>
                                     CUMULATIVE CHANGE IN PURCHASE UNIT VALUE FOR EACH PERIOD END SINCE 12/31/87*
                                     --------------------------------
        FUND AND DIVISION**            1990        1989        1988
        -------------------          --------    --------    --------
<S>                                  <C>         <C>         <C>
Dreyfus Small Cap Portfolio
 (Division 18).....................      1.68          --          --
Templeton Asset Allocation Fund
 (Division 19).....................      4.05       14.50        2.37
Templeton International Fund
 (Division 20).....................        --          --          --
</TABLE>
    
 
- ------------
 
   
 * For the year in which the underlying Fund commenced operations, less than a
   full year's performance has been reflected, which is not annualized.
    
 
   
** The Table reflects actual historical performance of the related Separate
   Account Divisions since inception of each Division (July 11, 1994) and
   historical performance for periods prior to July 11, 1994. Hypothetical
   performance is based on the actual performance of the underlying Fund reduced
   by Separate Account fees that would have been incurred during the
   hypothetical period.
    
 
                                                                              41
<PAGE>   342
 
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.
 
 42
<PAGE>   343
 
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.
 
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.
 
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.
 
                                                                              43
<PAGE>   344
 
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 408(b) 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 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.
 
   
  - Section 408(p) SIMPLE Retirement Accounts
    
 
   
Portfolio Director may also be available through a nondeductible Section 408A
"Roth" individual retirement annuity.
    
 
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 portion of a
distribution which is not considered a return of 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.
 
 44
<PAGE>   345
 
- --------------------------------------------------------------------------------
 
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 risk fee and administration and distribution
fee 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 after-tax 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 reduces the actual amount saved in the conventional
savings account to $1,800, while the full $2,500 is contributed to 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.
    
 
                                                                              45
<PAGE>   346
 
   
YEAR 2000
    
- --------------------------------------------------------------------------------
 
   
YEAR 2000 RISKS
    
 
   
Like other insurance companies, financial and business organizations around the
world, each of the Variable Account Options and the underlying mutual funds
could be adversely affected if the computer systems used by the Company, other
service providers and entities with computer systems that are linked to the
Company's records do not properly process and calculate date-related information
and data from and after January 1, 2000. This is commonly known as the "Year
2000 Issue." The Company is taking steps that it believes are reasonably
designed to address the Year 2000 Issue with respect to the computer systems
that its uses and to obtain satisfactory assurances that comparable steps are
being taken by each of the Variable Account Options' other major service
providers. The Company expects to be substantially complete with its computer
systems projects to address year 2000 issues by the end of 1998. However, there
can be no assurance that these steps will be sufficient to avoid any adverse
impact on the Variable Account Options.
    
 
 46
<PAGE>   347
 
                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...............   10
    Special Tax Consequences -- Early
      Distribution..................................   11
    Special Tax Consequences -- Required
      Distributions.................................   11
    Tax Free Rollovers, Transfers and Exchanges.....   12
Exchange Privilege..................................   13
    Exchanges From Independence Plus Contracts......   13
    Exchanges From V-Plan Contracts.................   14
    Exchanges From SA-1 and SA-2 Contracts..........   15
    Exchanges From Impact Contracts.................   16
    Exchanges From Compounder Contracts.............   17
    Information Which May Be Applicable To Any
      Exchange......................................   18
Calculation of Surrender Charge.....................   19
    Illustration of Surrender Charge on Total
      Surrender.....................................   19
    Illustration of Surrender Charge on a 10%
      Partial Surrender Followed by a Full
      Surrender.....................................   19
Purchase Unit Value.................................   20
    Illustration of Calculation of Purchase Unit
      Value.........................................   20
    Illustration of Purchase of Purchase Units......   20
Performance Calculations............................   20
    AGSPC Money Market Division Yields..............   20
    Calculation of Current Yield for AGSPC Money
      Market Division Six...........................   20
    Illustration of Calculation of Current Yield for
      AGSPC Money Market Division Six...............   20
    Calculation of Effective Yield for AGSPC Money
      Market Division Six...........................   20
    Illustration of Calculation of Effective Yield
      for AGSPC Money Market Division Six...........   20
Standardized Yield for Divisions Seven, Eight and
  Thirteen..........................................   21
    Calculation of Standardized Yield for Divisions
      Seven, Eight and Thirteen.....................   21
    Illustration of Calculation of Standardized
      Yield for Divisions Seven, Eight and
      Thirteen......................................   21
    Calculation of Average Annual Total Return......   22
Performance Information.............................   22
    Hypothetical $10,000 Account Value and
      Cumulative Return as Compared to Benchmark
      Tables........................................   22
    Performance Compared to Market Indices..........   23
    AGSPC Asset Allocation 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.................   26
</TABLE>
    
 
   
<TABLE>
<CAPTION>
                                                      PAGE
                                                      ----
<S>                                                   <C>
    AGSPC Capital Conservation Division Seven
      Performance Compared to Merrill Lynch
      Corporate Master Index........................   27
    AGSPC Government Securities Division Eight
      Performance Compared to Lehman Brothers U.S.
      Treasury Composite Index......................   28
    AGSPC Growth Division Fifteen Performance
      Compared to S&P 500 Index.....................   28
    AGSPC Growth & Income Division Sixteen
      Performance Compared to S&P 500 Index.........   29
    AGSPC International Equities Division Eleven
      Performance Compared to EAFE Index............   29
    AGSPC International Government Bond Division
      Thirteen Performance Compared to Salomon
      Brothers Non-U.S. Dollar World Government Bond
      Index.........................................   30
    AGSPC MidCap Index Division Four Performance
      Compared to S&P 500 Index and S&P MidCap 400
      Index.........................................   31
    AGSPC Money Market Division Six Performance
      Compared to Certificate of Deposit Primary
      Offering by New York City Banks, 30 Day
      Index.........................................   32
    AGSPC Science & Technology Division Seventeen
      Performance Compared to S&P 500 Index.........   32
    AGSPC Small Cap Index Division Fourteen
      Performance Compared to Russell 2000 Index....   33
    AGSPC Social Awareness Division Twelve
      Performance Compared to S&P 500 Index.........   33
    AGSPC Stock Index Division Ten Performance
      Compared to S&P 500 Index.....................   34
    Dreyfus Small Cap Division Eighteen Performance
      Compared to Russell 2000......................   34
    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...........................   35
    Templeton International Division Twenty
      Performance Compared to MSCI World Index......   36
Payout Payments.....................................   36
    Assumed Investment Rate.........................   36
    Amount of Payout Payments.......................   36
    Payout Unit Value...............................   37
    Illustration of Calculation of Payout Unit
      Value.........................................   37
    Illustration of Payout Payments.................   38
Distribution of Variable Annuity Contracts..........   38
Experts.............................................   38
Comments on Financial Statements....................   39
</TABLE>
    
 
                                                                              47
<PAGE>   348
 
                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>
 
 48
<PAGE>   349
 
   
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)
 
- --------------------------------------------------------------------------------
 
   Name:                                                           G.A. #
   Address:                                                        Policy #
   Social Security Number:
- --------------------------------------------------------------------------------
 
                                                                              49
<PAGE>   350
================================================================================
 
                 FOR ADDITIONAL INFORMATION ABOUT THE CONTRACTS
                     CONTACT YOUR NEAREST REGIONAL OFFICE:
 
   
3535 Grandview Parkway
Suite 200
Birmingham, AL 35243
(205) 967-8955
    

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 1900
Chicago, IL 60606
(312) 368-1001
    

   
11711 N. Meridian St.
Suite 300
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
(248) 641-0022
    

8500 Normandale Lake Blvd.
Suite 750
Bloomington, MN 55437
(612) 893-1099

   
4266 Interstate 55N
Suite 108
Jackson, MS 39211
(601) 981-5801
    

410 Amherst Street
Suite 250
Nashua, NH 03063
(603) 883-3840

   
90 Woodbridge Ctr. Dr.
Suite 300
Woodbridge, NJ 07095
(732) 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

   
Two International Plaza
Suite 601
Nashville, TN 37217
(615) 254-4822
    

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-six branch offices located throughout the
                                    country.
    
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
   
            2929 ALLEN PARKWAY, HOUSTON, TEXAS 77019 1-800-44-VALIC
    
   
                           TDD NUMBER 1-800-35-VALIC
    
   
      FOR UNIT VALUE INFORMATION CALL: 1-800-42-VALIC & TDD 1-800-24-VALIC
    
             FOR ASSET TRANSFERS BY TELEPHONE CALL: 1-800-621-7792
   
                               TDD 1-800-35-VALIC
    
   
                           EASYACCESS 1-800-42-VALIC
    
   
                         TDD EASYACCESS 1-800-24-VALIC
    
================================================================================
<PAGE>   351
 
                  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, 1998
    
 
   
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, 1998 ("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>   352
 
                               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.........................   10
  Special Tax Consequences -- Early Distribution............   11
  Special Tax Consequences -- Required Distributions........   11
  Tax Free Rollovers, Transfers and Exchanges...............   12
Exchange Privilege..........................................   13
  Exchanges From Independence Plus Contracts................   13
  Exchanges From V-Plan Contracts...........................   14
  Exchanges From SA-1 and SA-2 Contracts....................   15
  Exchanges From Impact Contracts...........................   16
  Exchanges From Compounder Contracts.......................   17
  Information Which May Be Applicable To Any Exchange.......   18
Calculation of Surrender Charge.............................   19
  Illustration of Surrender Charge on Total Surrender.......   19
  Illustration of Surrender Charge on a 10% Partial
     Surrender Followed by a Full Surrender.................   19
Purchase Unit Value.........................................   20
  Illustration of Calculation of Purchase Unit Value........   20
  Illustration of Purchase of Purchase Units................   20
Performance Calculations....................................   20
  AGSPC Money Market Division Yields........................   20
  Calculation of Current Yield for AGSPC Money Market
     Division Six...........................................   20
  Illustration of Calculation of Current Yield for AGSPC
     Money Market Division Six..............................   20
  Calculation of Effective Yield for AGSPC Money Market
     Division Six...........................................   20
  Illustration of Calculation of Effective Yield for AGPSC
     Money Market Division Six..............................   20
Standardized Yield for Divisions Seven, Eight and
  Thirteen..................................................   21
  Calculation of Standardized Yield for Divisions Seven,
     Eight and Thirteen.....................................   21
  Illustration of Calculation of Standardized Yield for
     Divisions Seven, Eight and Thirteen....................   21
  Calculation of Average Annual Total Return................   22
Performance Information.....................................   22
  Hypothetical $10,000 Account Value and Cumulative Return
     as Compared to
     Benchmark Tables.......................................   22
  Performance Compared to Market Indices....................   23
  AGSPC Asset Allocation 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..................................................   26
  AGSPC Capital Conservation Division Seven Performance
     Compared to Merrill Lynch Corporate Master Index.......   27
  AGSPC Government Securities Division Eight Performance
     Compared to Lehman Brothers U.S. Treasury Composite
     Index..................................................   28
  AGSPC Growth Division Fifteen Performance Compared to S&P
     500 Index..............................................   28
  AGSPC Growth & Income Division Sixteen Performance
     Compared to S&P 500 Index..............................   29
  AGSPC International Equities Division Eleven Performance
     Compared to EAFE Index.................................   29
  AGSPC International Government Bond Division Thirteen
     Performance Compared to Salomon Brothers Non-U.S.
     Dollar World Government Bond Index.....................   30
  AGSPC MidCap Index Division Four Performance Compared to
     S&P 500 Index and S&P MidCap 400 Index.................   31
</TABLE>
    
 
                                        2
<PAGE>   353
   
<TABLE>
<S>                                                           <C>
  AGSPC Money Market Division Six Performance Compared to
     Certificate of Deposit Primary Offering by New York
     City Banks, 30 Day Index...............................   32
  AGSPC Science & Technology Division Seventeen Performance
     Compared to S&P 500 Index..............................   32
  AGSPC Small Cap Index Division Fourteen Performance
     Compared to Russell 2000 Index.........................   33
  AGSPC Social Awareness Division Twelve Performance
     Compared to S&P 500 Index..............................   33
  AGSPC Stock Index Division Ten Performance Compared to S&P
     500 Index..............................................   34
  Dreyfus Small Cap Division Eighteen Performance Compared
     to Russell 2000........................................   34
  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..................................................   35
  Templeton International Division Twenty Performance
     Compared to MSCI World Index...........................   36
Payout Payments.............................................   36
  Assumed Investment Rate...................................   36
  Amount of Payout Payments.................................   36
  Payout Unit Value.........................................   37
  Illustration of Calculation of Payout Unit Value..........   37
  Illustration of Payout Payments...........................   38
Distribution of Variable Annuity Contracts..................   38
Experts.....................................................   38
Comments on Financial Statements............................   39
</TABLE>
    
 
                                        3
<PAGE>   354
 
                              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
$3.9 billion as of December 31, 1997. The number of aggregate participant
accounts has increased from 155,000 accounts in 1980 to more than 1,739,191
accounts as of December 31, 1997. The number of employer groups which have
purchased Contracts has increased by 178 percent in the past ten years to more
than 26,392 as of December 31, 1997. As of December 31, 1997, 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, 1997 the Company's assets totaled more than $33
billion.
    
 
     The Company's growth can also be reviewed by examining each market segment
the Company targets.
 
   
     As of December 31, 1997, the Company was marketing Contracts in more than
9,795 public and private, primary and secondary schools with more than 464,729
participant accounts for employees in public and private schools nationwide.
From December 31, 1987 to December 31, 1997, the cash value of investments in
these Contracts has increased by 291 percent while the number of public and
private school groups in these Contracts increased 104 percent and the number of
participant accounts in these Contracts increased by 115 percent.
    
 
   
     The Company has also increased its marketing efforts to colleges and
universities. From December 31, 1987 to December 31, 1997, the number of
colleges and universities which allow the Company to market Contracts to its
faculty and staff members has increased 176 percent and for the same period the
number of participant accounts has increased 141 percent. For the same time
period cash values for participants have increased 315 percent. As of December
31, 1997, more than 33 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, 1987 to December 31, 1997
Contract cash values have increased 795 percent. During the same period the
number of healthcare groups that have purchased these Contracts increased 290
percent and the number of participant accounts increased 290 percent.
    
 
   
     The Company has also experienced growth in contracts sold to state and
local governmental groups. From December 31, 1987 to December 31, 1997, Contract
cash values for participants in these groups have increased 371 percent. For the
same period the number of participant accounts for individuals in these groups
in these Contracts increased 233 percent and the number of employer groups has
increased 371 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 29 states to sponsor ORPs with multiple
carriers, as of December 31, 1997. From December 31, 1992 to December 31, 1997,
in these ORPs the number of participant accounts increased 105 percent and cash
values increased 153 percent to more than $2.3 billion dollars.
    
 
     The Company may, from time to time, refer to a general investment strategy
known as indexing. Several of the Divisions employ this investment strategy. The
Company may compare the performance of these Divisions to the S&P 500 Index, S&P
MidCap 400 Index, Russell 2000 Index, Morgan
 
                                        4
<PAGE>   355
 
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 Planning
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; and (6) 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, Morningstar, Inc. 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
categories, such as stocks, bonds, cash equivalents, etc. The Company may also
discuss investment volatility (standard deviation) including the range of
returns for different asset categories and classes over different time horizons,
and the correlation between the returns of different asset categories and
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 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. The Dreyfus Corporation joined
forces with Mellon Bank and The Boston Company to form an investment management
organization with over $300 billion in assets under management. Through 10
investment subsidiaries and affiliates, Dreyfus/Mellon Global Asset Management
offers a broad array of products and services and a spectrum of investment
opportunities designed to provide competitive returns at varying risk levels.
Dreyfus, as of March 31, 1998, had approximately $100 billion of assets under
management.
    
 
   
     For more than 40 years, the Templeton organization has been a leading
investment management company with offices in the U.S., Australia, Baha-
    
 
                                        5
<PAGE>   356
 
   
mas, Canada, Hong Kong, Luxembourg, Singapore,
Russia, Scotland and Germany. Templeton is a member of the $221 billion Franklin
Templeton Group with over 6 million individual and institutional accounts. The
Franklin Templeton Group provides investment management and advisory services to
a world-wide client base and maintains a disciplined, long-term approach to
value-oriented global and internal investing. Templeton, as of December 31,
1997, had more than $94 billion in assets under management.
    
 
   
     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, manages money
for more than 6 million individual and institutional accounts on the basis of
proprietary research and a strict investment discipline developed over 60 years.
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, and also by investing in 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. T. Rowe Price, together with its affiliates,
as of December 31, 1997, had more than $125 billion of assets under management.
    
 
   
     The Company may, from time to time, refer to Value Line Inc., ("Value
Line"), investment subadviser to the Growth & Income Fund (underlying Division
16). Value Line provides investment counseling services to mutual funds and
private and institutional client accounts. Investment selection is based on the
Value Line Ranking System for Timeliness(TM). The system uses a variety of
quantitative factors to determine the relative attractiveness of particular
equity securities. Value Line also publishes The Value Line Investment Survey,
one of the best-known U.S. investment advisory services, which features regular
coverage of about 1,700 stocks. Value Line, as of December 31, 1997, had more
than $5 billion of 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. The
Company may also refer to other versions of Portfolio Director in advertisements
or sales material. The Company may refer to certain aspects of its products such
as having a variety of shared mutual funds available 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, refer in its advertisements to Schwab
Personal Choice Retirement Accounts ("PCRA"). The PCRA is a self-directed
brokerage account that may be used by VALIC Participants to directly invest in
publicly available mutual funds. PCRA is marketed through the VALIC Investment
Services Company.
    
 
   
     The Company may from time to time compare the performance of the mutual
funds that serve as the investment vehicles for Portfolio Director to the
performance of certain market 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
 
                                        6
<PAGE>   357
 
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 a
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;
 
(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.
                                        7
<PAGE>   358
 
     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 and nonelective salary reduction contributions.
    
 
   
     Your voluntary salary reduction contributions are generally limited to the
lesser $10,000 ($9,500 before 1998), although additional, "catch-up"
contributions are permitted under certain circumstances. Combined employer and
salary reduction contributions are generally limited to the smallest of:
$30,000; approximately 25% of salary; or an exclusion allowance which takes into
account a number of factors. 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 ("408(b) IRAs"). Annual
tax-deductible contributions for 408(b) IRA Contracts are limited to the lesser
of $2,000 or 100% of compensation, and generally may be made only by individuals
who:
    
 
   
 (i) are not active participants in another retirement plan, and are not
     married;
    
 
   
 (ii) are not active participants in another retirement plan, are married, but
      either (a) the spouse is not an active participant in another retirement
      plan; or (b) the spouse is an active participant, but the couple's
      adjusted gross income does not exceed $150,000.
    
 
   
(iii) are active participants in another retirement plan, are unmarried, and
      have adjusted gross income of $30,000 or less ($25,000 or less prior to
      1998; adjusted upward for inflation after 1998); or
    
 
   
(iv) are active participants in another retirement plan, are married, and have
     adjusted gross income of $50,000 or less ($40,000 or less prior to 1998;
     adjusted upward for inflation after 1998).
    
 
   
     Active participants in other retirement plans whose adjusted gross income
exceeds the limits in (ii), (iii) or (iv) by less than $10,000 are entitled to
make deductible 408(b) IRA contributions in proportionately reduced amounts. If
a 408(b) 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 of an amount
equal to the 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 contributions of eligible rollover amounts from other
qualified plans and contracts. See Tax-Free Rollovers, Transfers and Exchanges.
    
 
     408A "Roth" Individual Retirement Annuities ("408A "Roth" IRAs"). After
1997, annual nondeductible contributions for 408A "Roth" IRA Contracts are
limited to the lesser of $2,000 or 100% of
 
                                        8
<PAGE>   359
 
compensation, and may be made only by individuals who:
 
(i) are unmarried and have adjusted gross income of $95,000 or less; or
 
   
(ii) are married and filing jointly, and have adjusted gross income of $150,000
     or less.
    
 
   
The available nondeductible 408A "Roth" IRA contribution is reduced
proportionately to zero where adjusted gross income exceeds the limit in (i) by
$15,000 or less, or the limit in (ii) by $10,000 or less. Similarly, individuals
who are married and filing separately and whose adjusted gross income is less
than $15,000 may make a contribution to a Roth IRA of a portion of the otherwise
applicable $2,000 or 100% of compensation limit.
    
 
   
     All contributions to 408(b) IRAs, traditional nondeductible IRAs and 408A
"Roth" IRAs must be aggregated for purposes of the $2,000 annual contribution
limit.
    
 
   
     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"), in 1998 you may
contribute (and defer tax on) the lesser of $8,000 (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 the final three years before the year you reach normal retirement
age.
    
 
   
     The employer uses deferred amounts to purchase the Contracts offered by
this prospectus. For plans maintained by a unit of a state or local government,
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 any 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 or annuity 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) were permitted to establish plans allowing employees to
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. Such plans if established by December 31, 1996, may still allow employees
to make these contributions.
    
 
   
     SIMPLE IRA. Employer and employees contributions under a SIMPLE Retirement
Account Plan are made to a separate individual retirement account or annuity for
each employee. Employee salary reduction contributions cannot exceed $6,000 in
any year. Employer contributions can be a matching or a nonelective contribution
of a percentage as specified in the Code. Only employers with 100 or fewer
employees can maintain a SIMPLE IRA plan, which must also be the only plan the
employer maintains.
    
 
     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
 
                                        9
<PAGE>   360
 
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).
 
   
     Similar restrictions will apply to all amounts transferred from a section
403(b)(7) custodial account other than rollover contributions.
    
 
     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, SEPs and SIMPLE IRAs. Distributions are generally taxed as
ordinary income to the recipient. Rollovers from an IRA to a Roth IRA, and
conversions of an IRA to a Roth IRA, where permitted, are generally taxable in
the year of the rollover or conversion. Such rollovers of conversions completed
in 1998 are generally eligible for pro-rata federal income taxation over four
years. Individuals with adjusted gross income over $100,000 are generally
ineligible for such conversions, regardless of marital status, as are married
individuals who file separately.
    
 
   
     408A "Roth" IRAs. "Qualified" distributions upon attainment of age 59 1/2,
upon death, disability or for first-time homebuyer expenses are tax-free as long
as five or more years have passed since the first contribution to taxpayer's
first 408A "Roth" IRA. A later date may apply to distributions from a Roth IRA
which contains one or more rollover contributions from a traditional IRA, to
determine if the distribution is qualified distribution. Qualified distributions
may be subject to state income tax in some states. Other distributions are
generally taxable to the extent that the distribution exceeds purchase payments.
    
 
     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 from a Non-Qualified Contract
purchased after August 13, 1982 (or allocated to post-August 13, 1982 Purchase
Payments under a pre-existing Contract), 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. Partial redemptions from a Non-Qualified Contract
purchased before August 14, 1982 are taxed only after the Contract Owner has
received all of his pre-August 14, 1982 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 the
same calendar year,
    
 
                                       10
<PAGE>   361
 
   
after October 21, 1988, 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, SEPs and
SIMPLE IRAs. 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 (only applies to
    403(b), 401(a) 403(a));
    
 
(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.
 
   
Separation from service is not required for distributions from an IRA, SEP or
SIMPLE IRA under #4 above. Certain distributions from a SIMPLE IRA within two
years after first participating in the plan may be subject to a 20% penalty,
rather than a 10% penalty.
    
 
   
After 1997, distributions from 408(b) IRAs on account of the following
additional reasons are also excepted from this penalty tax:
    
 
   
(6) distributions up to $10,000 (in the aggregate) to cover costs of acquiring,
    constructing or reconstructing the residence of a first-time homebuyer, and
    
 
   
(7) distributions to cover certain costs of higher education tuition, fees,
    books, supplies and equipment for the IRA owner, a spouse, child or
    grandchild, and
    
 
   
(8) distributions to cover certain medical care or long term care insurance
    premiums, for individuals who have received federal or state unemployment
    compensation for 12 consecutive months.
    
 
   
     408A "Roth" IRAs. Distributions, other than "qualified" distributions where
the five-year holding rule is met, are generally subject to the same 10% penalty
tax as other IRAs. Distributions of rollover or conversion contributions from an
IRA which are not qualified distributions, may be subject to additional penalty
taxes.
    
 
   
     457 Plans. Distributions generally may be made under an EDCP prior to
separation from service only for unforeseeable emergencies, or for amounts under
$5,000 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
 
(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
 
                                       11
<PAGE>   362
 
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.
 
   
     A participant generally may aggregate his or her 403(b) contracts and
accounts for purposes of satisfying these requirements, and withdraw the
required distribution in any combination from such contracts or accounts, unless
the plan, contract, or account otherwise provides.
    
 
   
     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, and multiple plans may
not be aggregated to satisfy the requirement.
    
 
   
     408(b) IRAs, SEPs and SIMPLE IRAs. 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.
 
   
     A participant generally may aggregate his or her IRAs for purposes of
satisfying these requirements, and withdraw the required distribution in any
combination from such contracts or accounts, unless the contract or account
otherwise provides.
    
 
   
     408A "Roth" IRAs. Minimum distribution requirements generally applicable to
403(b) Annuities, 401(a) and 403(a) Qualified Plans, 408(b) IRAs, SEPs and 457
Plans do not apply to 408A "Roth" IRAs during the owner's lifetime, but
generally do apply at the owner's death.
    
 
   
     A participant generally may aggregate his or her Roth IRAs for purposes of
satisfying these requirements, and withdraw the required distribution in any
combination from such contracts or accounts, unless the contract or account
otherwise provides.
    
 
   
     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, and multiple plans may not be
aggregated to satisfy the requirement.
    
 
   
     Non-Qualified Contracts. Non-Qualified Contracts do not require
commencement of distributions at any particular time during the Owner's
lifetime, provided that the Owner is a natural person, and generally 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) custo-
 
                                       12
<PAGE>   363
 
   
dial accounts, and tax-free rollovers from 403(b) programs to 408(b) 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 408(b) individual
retirement account or annuity, or to another such plan.
    
 
   
     408(b) IRAs. Funds may be transferred tax-free to an 408(b) 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 408(b) IRA (other than a Roth
IRA) to another provided that no more than one such rollover is made during any
twelve-month period.
    
 
   
     408A "Roth" IRAs. Funds may be transferred over tax-free from one 408A
"Roth" IRA to another. Funds in a 408(b) IRA may be rolled in a taxable
transaction to a 408A "Roth" IRA by individuals who:
    
 
   
 (i) have adjusted gross income of $100,000 or less, whether single or married
     filing jointly;
    
 
   
(ii) are not married filing separately.
    
 
   
     Special, complicated rules governing holding periods, escape from the 10%
penalty tax and ratable recognition of 1998 income also apply to rollovers from
408(b) IRAs to 408A "Roth" IRAs, and may be subject to further modification by
Congress. You should consult your tax advisor regarding the application of these
rules.
    
 
   
     SEPs. Funds may be rolled over tax free from one SEP only to another SEP or
408(b) 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 Charge" in the prospectus.) For purposes of satisfying the
fifteen-year and five-year holding requirements described under "Surrender
Charge" 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 the surrender charge. Exchanged payments will be deemed to have been
made under Portfolio Director on the date they were made to Independence Plus
    
 
                                       13
<PAGE>   364
 
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 fee 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 fee is to reimburse the Company for
some of the administrative expenses associated with the Variable Account
Options. No fee is assessed for any calendar quarter if the Account Value is
credited only to the Fixed Account Options throughout the quarter. Such fee
begins immediately if an exchange is made into any Variable Account Option
offered under Portfolio Director. The fee 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,
Surrender, Mortality and Expense Risk Fee or Administration and Distribution Fee
Charges" in the prospectus.) To cover expenses not covered by the account
maintenance fee and to compensate the Company for assuming mortality risks and
administration and distribution expenses under Portfolio Director, an additional
daily charge with an annualized rate of 1.00% to 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 .28% 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
                                       14
<PAGE>   365
 
   
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 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 the surrender charge. 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 fee 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 fee is to reimburse the Company for some of the administrative
expenses associated with the Variable Account Options. No fee is assessed for
any calendar quarter if the Account Value is credited only to the Fixed Account
Options throughout the quarter. Such fees begin immediately if an exchange is
made into any Variable Account Option offered under Portfolio Director. The fee
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, Surrender, Mortality and
Expense Risk Fee or Administration and Distribution Fee Charges" in the
prospectus.) To cover expenses not covered by the account maintenance fee and to
compensate the Company for assuming mortality risks and administration and
distribution expenses under Portfolio Director, an additional daily charge with
an annualized rate of 1.00% to 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 a
surrender charge. 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 Charge" in the prospectus.)
    
 
                                       15
<PAGE>   366
 
   
     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
fee 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 fee is to reimburse the Company for some of the
administrative expenses associated with the Variable Account Options. No fee is
assessed for any calendar quarter if the Account Value is credited only to the
Fixed Account Options throughout the quarter. Such fee begins immediately if an
exchange is made into any Variable Account Option offered under Portfolio
Director. The fee 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, Surrender,
Mortality and Expense Risk Fee or Administration and Distribution Fee Charges"
in the prospectus.) To cover expenses not covered by the account maintenance fee
and to compensate the Company for assuming mortality risks and administration
and distribution expenses under Portfolio Director, an additional daily charge
with an annualized rate of 1.00% to 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 .28% 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
 
                                       16
<PAGE>   367
 
   
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 the surrender charge. 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.
    
 
   
     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 fee 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 fee is to
reimburse the Company for some of the administrative expenses associated with
the Variable Account Options. No fee is assessed for any calendar quarter if the
Account Value is credited only to the Fixed Account Options throughout the
quarter. Such fee begins immediately if an exchange is made into any Variable
Account Option offered under Portfolio Director. The fee 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, Surrender, Mortality and Expense Risk Fee or Administration and
Distribution Fee Charges" in the prospectus.) To cover expenses not covered by
the account maintenance fee and to compensate the Company for assuming mortality
risks and administration and distribution expenses under Portfolio Director, an
additional daily charge with an annualized rate of 1.00% to 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 .28% 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
 
                                       17
<PAGE>   368
 
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 Charge" 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, a quarterly
account maintenance fee 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 fee is to reimburse the Company for
some of the administrative expenses associated with the Variable Account
Options. No fee is assessed for any calendar quarter if the Account Value is
credited only to the Fixed Account Options throughout the quarter. Such fee
begins immediately if an exchange is made into any Variable Account Option
offered under Portfolio Director. The fee 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,
Surrender, Mortality and Expense Risk Fee or Administration and Distribution Fee
Charges" in this prospectus.) To cover expenses not covered by the account
maintenance fee and to compensate the Company for assuming mortality risks and
administration and distribution expenses under Portfolio Director, an additional
daily charge with an annualized rate of 1.00% to 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.
 
                                       18
<PAGE>   369
 
                        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>
2/1/92..........................  Purchase Payment                                     $10,000
2/1/93..........................  Purchase Payment                                       5,000
2/1/94..........................  Purchase Payment                                      15,000
2/1/95..........................  Purchase Payment                                       2,000
2/1/96..........................  Purchase Payment                                       3,000
2/1/97..........................  Purchase Payment                                       4,000
7/1/97..........................  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 2/1/92.........   $    0
      2.   Surrender Charge against Purchase Payment of 2/1/93 (0.05 X
           $5,000).....................................................   $  250
      3.   Surrender Charge against Purchase Payment of 2/1/94 (0.05 X
           $15,000)....................................................   $  750
      4.   Surrender Charge against Purchase Payment of 2/1/95 (0.05 X
           $2,000).....................................................   $  100
      5.   Surrender Charge against Purchase Payment of 2/1/96 (0.05 X
           $3,000).....................................................   $  150
      6.   Surrender Charge against Purchase Payment of 2/1/97 (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>
2/1/92..........................  Purchase Payment                                     $10,000
2/1/93..........................  Purchase Payment                                       5,000
2/1/94..........................  Purchase Payment                                      15,000
2/1/95..........................  Purchase Payment                                       2,000
2/1/96..........................  Purchase Payment                                       3,000
2/1/97..........................  Purchase Payment                                       4,000
7/1/97..........................  10% Partial Surrender (Assumes                         3,900
                                  Account Value is $39,000)
8/1/97..........................  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.
 
                                       19
<PAGE>   370
 
                              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 separate account*..................................      .000027
            * Mortality and Expense Risk Fee and Administration
              and Distribution fee of 1% per annum used for
              illustrative purposes.
    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
 
   
                       AGSPC MONEY MARKET DIVISION YIELDS
    
   
        CALCULATION OF CURRENT YIELD FOR AGSPC MONEY MARKET DIVISION SIX
    
   
                           7-Day Current Yield: 4.22%
    
   
ILLUSTRATION OF CALCULATION OF CURRENT YIELD FOR AGSPC MONEY MARKET DIVISION SIX
    
 
     Example 5.
 
   
     The current yield quotation above is based on the seven days ended December
31, 1997, 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 AGSPC MONEY MARKET DIVISION SIX
    
   
                          7-Day Effective Yield: 4.31%
    
   
 ILLUSTRATION OF CALCULATION OF EFFECTIVE YIELD FOR AGSPC MONEY MARKET DIVISION
                                      SIX
    
 
     Example 6.
 
   
     The effective yield quotation above is based on the seven days ended
December 31, 1997, the date of the most recent balance sheet included in the
registration statement ("base period"). It is com-
    
 
                                       20
<PAGE>   371
 
puted 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 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..........................................   5.45%         4.87%         3.60%
</TABLE>
    
 
ILLUSTRATION OF CALCULATION OF STANDARDIZED YIELD FOR DIVISIONS SEVEN, EIGHT AND
                                    THIRTEEN
 
     Example 7.
 
   
     The standardized yield quotation based on a 30-day period ended December
31, 1997, 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.
 
                                       21
<PAGE>   372
 
                   CALCULATION OF AVERAGE ANNUAL TOTAL RETURN
 
   
     Average Annual Total Return quotations for the 1, 3, 5, and 10 year periods
ended December 31, 1997, 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.
    
 
     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 fees and administration and
distribution fees, net of any expense reimbursements from Dreyfus Small Cap.
Surrender charges, maintenance fees 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
                                       22
<PAGE>   373
 
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 Asset Allocation Division Five may be compared to
a benchmark comprised of a weighted average of three market sectors in which the
Division, through the AGSPC Asset Allocation Fund, will invest. The base
allocation is: 55% in equity securities, 35% in intermediate or long-term debt
securities and 10% in money market or short-term debt securities. The Division's
actual asset allocation is determined daily by the Bankers Trust Asset
Allocation Model. The performance of the equity securities sector of the
Division may be compared to the S&P 500(R) 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 AGSPC 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 4,300 corporate
bond holdings of which assets are rated AAA to BBB-. The average years to
maturity of these corporate bond holdings are approximately 12 years.
    
 
   
     Performance of AGSPC 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
Treasury securities issues with all such issues having a maturity of greater
than one year.
    
 
   
     The performance of AGSPC Growth Division Fifteen, the AGSPC Growth & Income
Division Sixteen, AGSPC Social Awareness Division Twelve, the AGSPC Science &
Technology Division Seventeen and the AGSPC Stock Index Division Ten, 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 73% 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 AGSPC 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 approximately 1,100 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 inves-
    
 
- ---------------
 
   
* "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 AGSPC MidCap Index Fund
  nor the AGSPC 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.
    
                                       23
<PAGE>   374
 
tors). 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 AGSPC 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 667 issues from sixteen
foreign countries. These countries include Austria, Australia, Belgium, Canada,
Denmark, Finland, France, Germany, Ireland, Italy, Japan, the Netherlands,
Spain, Sweden, Switzerland and the United Kingdom.
    
 
   
     The performance of AGSPC 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 $1.998 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 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 performance of the AGSPC 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 the Templeton Asset Allocation Division Nineteen may be
compared to a benchmark comprised of a weighted average of three market sectors.
The base allocation of the index is: 55% in equity securities, 35% in
intermediate or long-term debt securities and 10% in money market or short-term
debt securities. There are no minimum or maximum percentages as to the amount of
the fund's assets which may be invested in each of the market segments. 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 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 667 issues from
    
 
- ---------------
 
** 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.
                                       24
<PAGE>   375
 
   
sixteen countries. The countries include Australia, Austria, Belgium, Canada,
Denmark, Finland, France, Ireland, Germany, Italy, Japan, The Netherlands,
Spain, Sweden, Switzerland, and the United Kingdom.
    
 
     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.
 
                                       25
<PAGE>   376
 
See "How to Review Investment Performance of Separate Account Divisions" in the
prospectus for information about how these returns were calculated.
 
   
AGSPC Asset Allocation* 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>
                        ASSET ALLOCATION                            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
12/31/97..............................................   32,193      93,345      63,251
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
   
                        (PERIOD ENDED DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                SINCE
                                             INCEPTION**   10 YEARS   5 YEARS    3 YEARS     1 YEAR
                                             -----------   --------   -------    -------     ------
<S>                                          <C>           <C>        <C>        <C>        <C>
Investment Division
     AGSPC Asset Allocation Division
       Five................................     221.93%     150.29%     74.39%     64.96%     21.40%
Benchmark Comparison
     S&P 500 Index.........................     833.45%     425.69%    151.63%    125.62%     33.36%
     Blended Index*........................     532.51%     262.01%     93.97%     76.83%     21.94%
</TABLE>
    
 
- ---------------
 
   
 * The AGSPC Asset Allocation Fund was formerly known as the Timed Opportunity
   Fund.
    
 
   
** 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.
    
 
                                       26
<PAGE>   377
 
   
AGSPC 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                18,779
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
12/31/97...................................................   19,622                30,925
</TABLE>
    
 
   
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
    
   
                        (PERIOD ENDED DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                           SINCE
                                        INCEPTION**   10 YEARS     5 YEARS     3 YEARS     1 YEAR
                                        -----------   --------     -------     -------     ------
<S>                                     <C>           <C>          <C>         <C>         <C>
Investment Division
     AGSPC Capital Conservation Divi-
       sion Seven.....................     96.22%      92.64%      33.47%      29.50%       7.49%
Benchmark Comparison
     Merrill Lynch Corporate Master
       Index..........................    209.25%     161.57%      50.75%      38.76%      10.39%
</TABLE>
    
 
- ---------------
   
* This Division was initiated on January 16, 1986.
    
 
                                       27
<PAGE>   378
 
   
AGSPC 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
12/31/97...................................................   19,578                27,770
</TABLE>
    
 
   
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
    
   
                        (PERIOD ENDED DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                         SINCE
                                       INCEPTION*     10 YEARS     5 YEARS      3 YEARS       1 YEAR
                                       ----------     --------     -------      -------       ------
<S>                                    <C>            <C>          <C>          <C>          <C>
Investment Division
     AGSPC Government Securities
       Division Eight.............         95.78%       93.46%       31.26%       26.54%        7.83%
Benchmark Comparison
     U.S. Treasury Composite
       Index......................        177.70%      134.11%       42.40%       33.15%        9.47%
</TABLE>
    
 
- ---------------
   
* This Division was initiated on January 16, 1986.
    
 
   
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
12/31/97...................................................   20,765            23,761
</TABLE>
    
 
   
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
    
   
                        (PERIOD ENDED DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                      SINCE
                                                    INCEPTION*    5 YEARS     3 YEARS      1 YEAR
                                                    ----------    -------     -------      ------
<S>                                                 <C>           <C>         <C>         <C>
Investment Division
     AGSPC Growth Division Fifteen................     107.65%          --     107.27%      19.80%
Benchmark Comparison
     S&P 500 Index................................     137.61%          --     125.62%      33.36%
</TABLE>
    
 
- ---------------
 
   
* The Fund underlying this Division was initiated on April 29, 1994.
    
 
                                       28
<PAGE>   379
 
   
AGSPC Growth & Income Division Sixteen 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 & 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
12/31/97...................................................   19,409            23,761
</TABLE>
    
 
   
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
    
   
                        (PERIOD ENDED DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                   SINCE
                                                 INCEPTION*     5 YEARS      3 YEARS       1 YEAR
                                                 ----------     -------      -------       ------
<S>                                              <C>            <C>          <C>          <C>
Investment Division
     AGSPC Growth & Income Division Sixteen....      94.09%        --          95.43%       22.60%
Benchmark Comparison
     S&P 500 Index.............................     137.61%        --         125.62%       33.36%
</TABLE>
    
 
- ---------------
 
   
* The Fund underlying this Division was initiated on April 29, 1994.
    
 
   
AGSPC 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
12/31/97.................................................         12,373                   13,532
</TABLE>
    
 
   
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
    
   
                        (PERIOD ENDED DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                        SINCE
                                                      INCEPTION*    5 YEARS     3 YEARS      1 YEAR
                                                      ----------    -------     -------      ------
<S>                                                   <C>           <C>         <C>         <C>
Investment Division
     AGSPC International Equities Division Eleven...     23.73%       61.29%      17.34%       1.18%
Benchmark Comparison
     EAFE Index.....................................     35.32%       71.49%      20.03%       1.78%
</TABLE>
    
 
- ---------------
 
   
* This Division was initiated on October 2, 1989.
    
 
                                       29
<PAGE>   380
 
   
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
12/31/97...................................................   14,906                16,568
</TABLE>
    
 
   
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
    
   
                        (PERIOD ENDED DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                      SINCE
                                                    INCEPTION*     5 YEARS      3 YEARS       1 YEAR
                                                    ----------     -------      -------       ------
<S>                                                 <C>            <C>          <C>          <C>
Investment Division
     AGSPC International Government Bond Division
       Thirteen...................................     49.06%        33.95%       14.55%        (5.79)%
Benchmark Comparison
     Salomon Bros. Non-U.S. Dollar World
       Government Bond Index......................     65.68%        43.57%       18.35%        (4.41)%
</TABLE>
    
 
- ---------------
 
   
* This Division was initiated on October 1, 1991.
    
 
                                       30
<PAGE>   381
 
   
AGSPC 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
12/31/97..................................   42,691          127,881          134,894
</TABLE>
    
 
   
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
    
   
                        (PERIOD ENDED DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                          SINCE
                                        INCEPTION    10 YEARS    5 YEARS     3 YEARS      1 YEAR
                                        ---------    --------    --------    --------    --------
<S>                                     <C>          <C>         <C>         <C>         <C>
Investment Division
     AGSPC MidCap Index Division
       Four.........................      326.91%    232.83%     111.21%      98.27%      30.45%
Benchmark Comparison
     S&P 500 Index..................    1,178.81%    425.69%     151.63%     125.62%      33.36%
     S&P MidCap 400 Index...........    1,248.94%    492.31%     126.84%     106.48%      32.24%
</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.
    
 
                                       31
<PAGE>   382
 
   
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 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
12/31/97...................................................   16,736            18,840
</TABLE>
    
 
   
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
    
   
                        (PERIOD ENDED DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                SINCE
                                              INCEPTION    10 YEARS    5 YEARS     3 YEARS      1 YEAR
                                              ---------    --------    -------     -------      ------
<S>                                           <C>          <C>         <C>         <C>         <C>
Investment Division
     AGSPC Money Market Division Six........   67.36%        53.92%      18.22%      13.15%       4.13%
Benchmark Comparison
     Primary CD Index.......................   88.40%        67.42%      22.13%      14.95%       4.78%
</TABLE>
    
 
   
AGSPC Science & Technology Division Seventeen 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>
                        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
12/31/97...................................................   22,857            23,761
</TABLE>
    
 
   
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
    
   
                        (PERIOD ENDED DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                   SINCE
                                                 INCEPTION*     5 YEARS      3 YEARS       1 YEAR
                                                 ----------     -------      -------       ------
<S>                                              <C>            <C>          <C>          <C>
Investment Division
     AGSPC Science & Technology Division
       Seventeen...............................     128.57%        --          83.19%        1.57%
Benchmark Comparison
     S&P 500 Index.............................     137.61%        --         125.62%       33.36%
</TABLE>
    
 
- ---------------
 
   
* The Fund underlying this Division was initiated on April 29, 1994.
    
 
                                       32
<PAGE>   383
 
   
AGSPC 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
12/31/97.................................................         21,636                   24,396
</TABLE>
    
 
   
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
    
   
                        (PERIOD ENDED DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                     SINCE
                                                   INCEPTION*     5 YEARS      3 YEARS       1 YEAR
                                                   ----------     -------      -------      --------
<S>                                                <C>            <C>          <C>          <C>
Investment Division
     AGSPC Small Cap Index Division Fourteen.....    116.36%       94.43%       77.01%       21.18%
Benchmark Comparison
     Russell 2000................................    143.96%      113.70%       83.10%       22.36%
</TABLE>
    
 
- ---------------
 
   
* This Division was initiated May 1, 1992.
    
 
   
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
12/31/97...................................................   29,853            34,967
</TABLE>
    
 
   
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
    
   
                        (PERIOD ENDED DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                      SINCE
                                                    INCEPTION*    5 YEARS     3 YEARS      1 YEAR
                                                    ----------    -------     -------      ------
<S>                                                 <C>           <C>         <C>         <C>
Investment Division
     AGSPC Social Awareness Division Twelve.......     198.53%     133.32%     123.81%      32.52%
Benchmark Comparison
     S&P 500 Index................................     249.67%     151.63%     125.62%      33.36%
</TABLE>
    
 
- ---------------
 
   
* This Division was initiated on October 2, 1989.
    
 
                                       33
<PAGE>   384
 
   
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
12/31/97.................................................   37,534             45,852
</TABLE>
    
 
   
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
    
   
                        (PERIOD ENDED DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                        SINCE
                                      INCEPTION     10 YEARS     5 YEARS     3 YEARS     1 YEAR
                                      ---------     --------     -------     -------     ------
<S>                                   <C>           <C>          <C>         <C>         <C>
Investment Division
     AGSPC Stock Index Division
       Ten..........................   275.34%      338.36%      136.11%     117.70%     31.77%
Benchmark Comparison
     S&P 500 Index..................   358.52%      425.69%      151.63%     125.62%     33.36%
</TABLE>
    
 
   
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
12/31/97..................................................   132,607           35,414
</TABLE>
    
 
   
                  CUMULATIVE RETURN COMPARED TO MARKET INDEX*
    
   
                        (PERIOD ENDED DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                    SINCE
                                                  INCEPTION*    5 YEARS     3 YEARS      1 YEAR
                                                  ----------    -------     -------      ------
<S>                                               <C>           <C>         <C>         <C>
Investment Division
     Dreyfus Small Cap Division Eighteen........  1,226.07%     200.14%      69.74%      15.37%
Benchmark Comparison
     Russell 2000...............................    254.14%     113.70%      83.10%      22.36%
</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 Portfolio 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.
    
 
                                       34
<PAGE>   385
 
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
12/31/97............................................   27,087       25,314       23,328
</TABLE>
    
 
                  CUMULATIVE RETURN COMPARED TO MARKET INDEX*
   
                        (PERIOD ENDED DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                   SINCE
                                                 INCEPTION*     5 YEARS      3 YEARS       1 YEAR
                                                 ----------     -------      -------       ------
<S>                                              <C>            <C>          <C>          <C>
Investment Division
     Templeton Asset Allocation Division
       Nineteen................................     170.87%       93.36%       62.07%       14.07%
Benchmark Comparison**
     MSCI World Index..........................     153.14%      104.13%       58.59%       15.76%
     Blended Index.............................     133.28%       72.12%       41.20%        9.24%
</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.
 
                                       35
<PAGE>   386
 
   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
12/31/97...................................................   20,613            20,786
</TABLE>
    
 
                  CUMULATIVE RETURN COMPARED TO MARKET INDEX*
   
                        (PERIOD ENDED DECEMBER 31, 1997)
    
 
   
<TABLE>
<CAPTION>
                                                      SINCE
                                                    INCEPTION*    5 YEARS     3 YEARS      1 YEAR
                                                    ----------    -------     -------      ------
<S>                                                 <C>           <C>         <C>         <C>
Investment Division
     Templeton International Division Twenty......    106.13%     121.37%      57.63%      12.54%
Benchmark Comparison
     MSCI World Index.............................    107.86%     104.13%      58.59%      15.76%
</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.
 
                                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).
 
                                       36
<PAGE>   387
 
     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.
 
                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>
 
                                       37
<PAGE>   388
 
                        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 paid for the years
1995, 1996 and 1997 were $44,476,000, $52,963,000 and $34,105,000, respectively.
    
 
                                    EXPERTS
 
   
     The consolidated financial statements of the Company at December 31, 1997
and 1996 and for each of the three years in the period ended December 31, 1997,
and the financial statements of the Company's Separate Account A at December 31,
1997 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.
    
 
                                       38
<PAGE>   389
 
                        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, 1997, and for the fiscal year then
ended.
    
 
                                       39
<PAGE>   390
   
                   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, 1997
and 1996, 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, 1997. 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, 1997
and 1996, and the consolidated results of their operations and their cash flows
for each of the three years in the period ended December 31, 1997, in conformity
with generally accepted accounting principles.


                                                           /s/ ERNST & YOUNG LLP


Houston, Texas
February 18, 1998


- --------------------------------------------------------------------------------
                                                                               1
<PAGE>   391

                   THE VARIABLE ANNUITY LIFE INSURANCE COMPANY


CONSOLIDATED BALANCE SHEET

AT DECEMBER 31
IN THOUSANDS


<TABLE>
<CAPTION>
                                                                                                 1997           1996
                                                                                              -----------    -----------
<S>                                                                                           <C>            <C>        
ASSETS               Investments - Notes 2, 6, 7, 8:
                        Fixed maturity securities
                           (amortized cost: $20,651,381 in 1997 and $19,667,491 in 1996)      $21,641,084    $20,189,473
                        Equity securities (cost: $5,581 in 1997 and $8,624 in 1996)                 5,456          8,589
                        Mortgage loans on real estate                                           1,259,029      1,349,855
                        Real estate, net of accumulated depreciation
                           of $69 in 1997 and $69 in 1996                                          28,569         37,130
                        Policy loans                                                              719,127        639,200
                        Other long-term invested assets                                            45,474         35,945
                        Short-term investments                                                     60,904         53,000
                                                                                              -----------    -----------
                           Total investments                                                   23,759,643     22,313,192
                                                                                              -----------    -----------
                     Investment income receivable                                                 347,358        315,118
                     Cash                                                                          32,181         24,360
                     Receivable for securities sold                                                32,825         18,654
                     Deferred policy acquisition costs - Note 3                                   392,346        557,748
                     Due from reinsurer, net                                                       14,545         15,700
                     Other assets                                                                  52,104         45,798
                     Assets held in Separate Accounts                                          10,564,220      7,134,412
                                                                                              -----------    -----------
                           Total assets                                                       $35,195,222    $30,424,982
                                                                                              -----------    -----------
LIABILITIES          Policy reserves for fixed annuity investment contracts                   $21,994,804    $21,067,429
                     Payable for securities purchased                                              19,027            575
                     Remittances not allocated                                                     79,392         66,473
                     Commissions, general expenses, and taxes (other than income taxes)            39,546         41,642
                     Other liabilities                                                             61,756         75,636
                     Income tax liabilities - Note 4                                              377,072        265,160
                     Liabilities related to Separate Accounts                                  10,564,220      7,134,412
                                                                                              -----------    -----------
                           Total liabilities                                                   33,135,817     28,651,327
                                                                                              -----------    -----------
STOCKHOLDER'S        Common stock (voting) par value $1 per share, 5,000 shares authorized
EQUITY                  and 3,575 issued and outstanding in 1997 and 1996 - Note 5                  3,575          3,575
                     Additional paid-in capital                                                   710,624        459,281
                     Retained earnings                                                          1,038,731      1,143,947
                     Net unrealized gains - Note 2                                                306,475        166,852
                                                                                              -----------    -----------
                           Total stockholder's equity                                           2,059,405      1,773,655
                                                                                              -----------    -----------
                           Total liabilities and stockholder's equity                         $35,195,222    $30,424,982
                                                                                              -----------    -----------
</TABLE>

                 See notes to consolidated financial statements.



- --------------------------------------------------------------------------------
2
<PAGE>   392


                   THE VARIABLE ANNUITY LIFE INSURANCE COMPANY



CONSOLIDATED STATEMENT OF INCOME

FOR THE YEARS ENDED DECEMBER 31,
IN THOUSANDS

<TABLE>
<CAPTION>
                                                                                         1997            1996            1995
                                                                                      -----------     -----------     -----------
<S>                                                                                   <C>             <C>             <C>        
REVENUES             Surrender charges                                                $    12,405     $    12,348     $     9,967
                     Mortality charges                                                     94,162          59,955          34,965
                     Expense charges                                                        6,102           5,654           5,122
                     Net investment income - Note 2                                     1,729,541       1,654,496       1,597,681
                     Net reinsurance income                                                 1,303           1,528           1,573
                     Realized investment gains (losses) - Note 2                           20,235          21,551          (7,149)
                     Other income                                                          15,320          10,920           6,878
                                                                                      -----------     -----------     -----------
                        Total revenues                                                  1,879,068       1,766,452       1,649,037
                                                                                      -----------     -----------     -----------
COSTS AND            Policy costs:
EXPENSES                Increase in policy reserves for fixed annuity contracts         1,286,010       1,243,993       1,203,986
                                                                                      -----------     -----------     -----------
                           Total costs                                                  1,286,010       1,243,993       1,203,986
                                                                                      -----------     -----------     -----------
                     Expenses:
                        Commissions                                                       110,960          97,630
                                                                                                                           84,670
                        Salaries                                                           58,873          54,016          48,227
                        Data processing                                                    14,876          12,088          13,200
                        Postage and telephone                                              12,253          11,308          10,710
                        Sales promotion                                                    10,161          10,394           9,361
                        Depreciation expense on furniture and equipment                     8,964           8,920           8,924
                        Rent                                                                7,931           7,524           7,477
                        Taxes, licenses, and fees                                           6,874           6,208           4,989
                        Printing and supplies                                               4,496           5,290           4,721
                        Guaranty association assessments - Note 9                              30           2,678          18,961
                        Other expenses                                                     35,172          27,223          22,665
                        Amortization of deferred policy acquisition costs - Note 3         42,101          31,201          16,841
                        Policy acquisition costs deferred - Note 3                       (137,655)       (116,818)       (104,702)
                                                                                      -----------     -----------     -----------
                           Total expenses                                                 175,036         157,662         146,044
                                                                                      -----------     -----------     -----------
                           Total costs and expenses                                     1,461,046       1,401,655       1,350,030
                                                                                      -----------     -----------     -----------
EARNINGS             Income before income tax expense                                     418,022         364,797         299,007
                     Income tax expense - Note 4                                          144,238         124,370          99,720
                                                                                      -----------     -----------     -----------
                        Net income                                                    $   273,784     $   240,427     $   199,287
                                                                                      -----------     -----------     -----------
</TABLE>


                 See notes to consolidated financial statements.


- --------------------------------------------------------------------------------
                                                                               3
<PAGE>   393
                   THE VARIABLE ANNUITY LIFE INSURANCE COMPANY


CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY

FOR THE YEARS ENDED DECEMBER 31,
IN THOUSANDS

<TABLE>
<CAPTION>
                                                                       1997            1996            1995
                                                                    -----------     -----------     -----------
<S>                                                                 <C>             <C>             <C>        
COMMON STOCK            Balance at beginning and end of year        $     3,575     $     3,575     $     3,575
                                                                    -----------     -----------     -----------
ADDITIONAL              Balance at beginning of year                    459,281         384,126         382,733
PAID-IN-CAPITAL            Capital contribution from stockholder        251,343          75,155           1,393
                                                                    -----------     -----------     -----------
                        Balance at end of year                          710,624         459,281         384,126
                                                                    -----------     -----------     -----------
RETAINED                Balance at beginning of year                  1,143,947       1,014,520         910,233
EARNINGS                   Net income                                   273,784         240,427         199,287
                           Dividends paid to stockholder               (379,000)       (111,000)        (95,000)
                                                                    -----------     -----------     -----------
                        Balance at end of year                        1,038,731       1,143,947       1,014,520
                                                                    -----------     -----------     -----------
NET UNREALIZED          Balance at beginning of year                    166,852         396,620        (563,481)
INVESTMENT                 Change during year                           139,623        (229,768)        960,101
GAINS(LOSSES)                                                       -----------     -----------     -----------
                        Balance at end of year                          306,475         166,852         396,620
                                                                    -----------     -----------     -----------
STOCKHOLDER'S
EQUITY                  Balance at end of year                      $ 2,059,405     $ 1,773,655     $ 1,798,841
                                                                    -----------     -----------     -----------
</TABLE>

                        See notes to consolidated financial statements.


- --------------------------------------------------------------------------------
4
<PAGE>   394


                   THE VARIABLE ANNUITY LIFE INSURANCE COMPANY



CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31,
IN THOUSANDS

<TABLE>
<CAPTION>
                                                                                        1997             1996             1995
                                                                                    ------------     ------------     ------------
<S>                                                                                 <C>              <C>              <C>         
OPERATING            Net income                                                     $    273,784     $    240,427     $    199,287
ACTIVITIES           Reconciling adjustments to net cash provided by operating
                      activities:
                        Insurance and annuity liabilities                              1,286,010        1,243,993        1,203,986
                        Deferred policy acquisition costs                                (95,554)         (85,617)         (87,861)
                        Other, net                                                       (51,241)         (50,233)          28,179
                                                                                    ------------     ------------     ------------
                           Net cash provided by operating activities                   1,412,999        1,348,570        1,343,591
                                                                                    ------------     ------------     ------------
INVESTING            Investment purchases                                            (18,403,013)     (14,883,271)      (9,671,304)
ACTIVITIES           Investment calls, maturities, and sales                          17,500,312       13,897,479        8,025,420
                     Net (increase) decrease in short-term investments                    (7,904)         (13,722)         120,745
                                                                                    ------------     ------------     ------------
                           Net cash used for investing activities                       (910,605)        (999,514)      (1,525,139)
                                                                                    ------------     ------------     ------------
FINANCING            Policyholder account deposits                                     3,385,303        2,896,090        2,553,928
ACTIVITIES           Policyholder account withdrawals                                 (1,427,005)      (1,276,008)        (996,324)
                     Transfers to Separate Accounts                                   (2,325,214)      (1,936,727)      (1,273,778)
                     Capital contribution from stockholder                               251,343           75,155            1,607
                     Dividends paid                                                     (379,000)        (111,000)         (95,000)
                                                                                    ------------     ------------     ------------
                           Net cash used for or provided by financing activities        (494,573)        (352,490)         190,433
                                                                                    ------------     ------------     ------------
NET CHANGE           Net increase (decrease) in cash                                       7,821           (3,434)           8,885
IN CASH              Cash at beginning of year                                            24,360           27,794           18,909
                                                                                    ------------     ------------     ------------
                           Cash at end of year                                      $     32,181     $     24,360     $     27,794
                                                                                    ------------     ------------     ------------
</TABLE>


                     See notes to consolidated financial statements.


- --------------------------------------------------------------------------------
                                                                               5
<PAGE>   395

                   THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1997
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 1997
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    ACCOUNTING CHANGES

     NEW ACCOUNTING STANDARDS NOT YET ADOPTED. In June 1997, the Financial
Accounting Standards Board (FASB) issued SFAS 130, "Reporting Comprehensive
Income," which establishes standards for reporting and displaying comprehensive
income and its components in the financial statements. Beginning first quarter
1998, VALIC must adopt this statement for all periods presented. Application of
this statement will not change recognition or measurement of net income and,
therefore, will not impact VALIC's consolidated results of operations or
financial position.

1.4    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.

     Loans for which VALIC determines that collection of all amounts due under
the contractual terms is not probable are considered to be impaired.
VALIC generally looks to the underlying collateral for repayment of impaired
loans. Therefore, impaired loans are considered to be collateral dependent and
are reported at the lower of amortized cost or fair value of the underlying
collateral, less estimated 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.

1.5    DERIVATIVES RELATED TO INVESTMENTS

     VALIC's use of derivative financial instruments is generally limited to
interest rate and currency swap agreements, and options to enter into interest
rate swap agreements (call swaptions). VALIC accounts for its derivative
financial instruments as hedges.

     INTEREST RATE AND CURRENCY SWAP AGREEMENTS. Interest rate swap agreements
convert specific investment securities from a floating to a fixed-rate basis, or
vice versa. Currency swap agreements are used to convert cash flows from
specific investment securities denominated in foreign currencies into U.S.
dollars at specified exchange rates, and to hedge against currency rate
fluctuations on anticipated security purchases.

     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.


- --------------------------------------------------------------------------------
6
<PAGE>   396

                   THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 1997

1.5    DERIVATIVES RELATED TO INVESTMENTS-(CONTINUED)

     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.

     CALL SWAPTIONS. Options to enter into interest rate swap agreements are
used to limit VALIC's exposure to reduced spreads between investment yields and
interest crediting rates should interest rates decline significantly over
prolonged periods. During such periods, the spread between investment yields and
interest crediting rates may be reduced as a result of certain limitations on
VALIC's ability to manage interest crediting rates. Call swaptions allow VALIC 
to enter into interest rate swap agreements to receive fixed rates and pay lower
floating rates, effectively increasing the spread between investment yields and
interest crediting rates.

     Premiums paid to purchase call swaptions are included in investments and
are amortized to net investment income over the exercise period of the
swaptions. If a call swaption is terminated, any gain is deferred and amortized
to insurance and annuity benefits over the expected life of the insurance and
annuity contracts and any unamortized premium is charged to income. If a call
swaption ceases to be an effective hedge, any gain or loss is recognized in
income.

1.6    DEFERRED POLICY ACQUISITION COSTS (DPAC)

     Certain costs of writing an insurance policy, including commissions,
underwriting, and marketing expenses, are deferred and reported as DPAC. DPAC 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) in 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.

1.7    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.

1.8    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%.

1.9    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.

1.10   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.




- --------------------------------------------------------------------------------
                                                                               7
<PAGE>   397
                   THE VARIABLE ANNUITY LIFE INSURANCE COMPANY


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

December 31, 1997

1.11   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>
                                           1997           1996           1995
                                        ----------     ----------     ----------
<S>                                     <C>            <C>            <C>       
Net income                              $  237,719     $  213,686     $  157,622
                                        ----------     ----------     ----------
Stockholder's equity                    $1,189,278     $1,077,366     $  926,654
                                        ----------     ----------     ----------
</TABLE>

                                        2
- --------------------------------------------------------------------------------
                                   INVESTMENTS
- --------------------------------------------------------------------------------


2.1    INVESTMENT INCOME

     Income by type of investment was as follows:

<TABLE>
<CAPTION>
                                         1997            1996            1995
                                      ----------      ----------      ----------
<S>                                   <C>             <C>             <C>       
Non-affiliated fixed
  maturity securities                 $1,562,802      $1,471,879      $1,414,644
Affiliated fixed
  maturity securities                      2,588           2,851           3,181
Equity securities                            483             782           4,281
Mortgage loans on
  real estate                            123,591         140,492         149,974
Other                                     53,543          51,040          36,473
                                      ----------      ----------      ----------
  Gross investment income              1,743,007       1,667,044       1,608,553
  Investment expenses                     13,466          12,548          10,872
                                      ----------      ----------      ----------
    Net investment income             $1,729,541      $1,654,496      $1,597,681
                                      ----------      ----------      ----------
</TABLE>

     The carrying value of investments that produced no investment income during
1997 totaled $12,516 or 0.05% 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, 1997.

2.2    REALIZED INVESTMENT GAINS (LOSSES)

     Realized investment gains (losses) were as follows:

<TABLE>
<CAPTION>
                                           1997           1996           1995
                                         --------       --------       --------
<S>                                      <C>            <C>            <C>     
Fixed maturity securities                $  6,075       $  1,417       $    832
Equity securities                              21         15,795          7,706
Mortgage loans on
real estate                                21,647          4,635        (24,465)
Real estate                                 3,802            389          3,767
Other                                     (11,310)          (685)         5,011
                                         --------       --------       --------
  Realized investment gains
     (losses) before taxes                 20,235         21,551         (7,149)
Income tax expense (benefit)                7,082          7,543         (1,414)
                                         --------       --------       --------
   Net realized investment
     gains (losses)                      $ 13,153       $ 14,008       $ (5,735)
                                         --------       --------       --------
</TABLE>

     Proceeds from sales of fixed maturity securities were $3,269,801,
$3,052,550, and $1,432,183 during 1997, 1996, and 1995, respectively. Gross
gains of $23,967, $28,173, and $15,722 and gross losses of $22,489, $36,802, and
$30,518, were realized on those sales during 1997, 1996, and 1995, respectively.

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 
                                     -------------------------   ---------------------   
                                         1997          1996         1997       1996      
                                     -----------   -----------   ----------   --------   
<S>                                  <C>           <C>           <C>          <C>        
U.S. Treasury securities and
  obligations of U.S. government
  corporations and agencies          $   175,771   $   219,426   $   25,101   $ 20,025   
Obligations of states and
  political subdivisions                  32,264        32,308        1,193        840   
Debt securities issued by
  foreign governments                    248,838       241,908       14,018     10,958   
Corporate securities                  15,207,118    13,211,735      755,877    457,461   
Mortgage-backed securities             4,959,198     5,932,878      214,418    150,021   
Affiliated fixed maturity securities      28,192        29,236           67       --     
                                     -----------   -----------   ----------   --------   
  Total fixed maturity securities    $20,651,381   $19,667,491   $1,010,674   $639,305   
                                     -----------   -----------   ----------   --------   
Equity securities                    $     5,581   $     8,624   $      114   $     61   
                                     -----------   -----------   ----------   --------   
<CAPTION>
                                    Gross Unrealized Losses            Fair Value
                                    -----------------------   -------------------------
                                       1997         1996           1997          1996
                                    ---------    ----------   -----------   -----------
<S>                                  <C>         <C>          <C>           <C>        
U.S. Treasury securities and
  obligations of U.S. government
  corporations and agencies          $     (3)   $    (465)   $   200,869   $   238,986
Obligations of states and
  political subdivisions                    _         (197)        33,457        32,951
Debt securities issued by
  foreign governments                  (1,988)        (122)       260,868       252,744
Corporate securities                  (16,179)     (76,389)    15,946,816    13,592,807
Mortgage-backed securities             (2,801)     (40,150)     5,170,815     6,042,749
Affiliated fixed maturity securities     --           --           28,259        29,236
                                     --------    ---------    -----------   -----------
  Total fixed maturity securities    $(20,971)   $(117,323)   $21,641,084   $20,189,473
                                     --------    ---------    -----------   -----------
Equity securities                    $   (239)   $     (96)   $     5,456   $     8,589
                                     --------    ---------    -----------   -----------
</TABLE>



- --------------------------------------------------------------------------------
8

<PAGE>   398



                   THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 1997


2.3    FIXED MATURITY AND EQUITY SECURITIES (CONTINUED)

     MATURITIES. The contractual maturities of fixed maturity securities at
December 31, 1997 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                              $   103,239      $   104,677
   In years two through five                          4,106,448        4,284,682
   In years six through ten                           7,443,520        7,812,438
   After ten years                                    3,842,984        4,067,083
Mortgage-backed securities                            5,155,190        5,372,204
                                                    -----------      -----------
   Total fixed maturity securities                  $20,651,381      $21,641,084
                                                    -----------      -----------
</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>
                                                       1997            1996
                                                    -----------     -----------
<S>                                                 <C>             <C>        
Gross unrealized gains                              $ 1,010,788     $   639,366
Gross unrealized losses                                 (21,210)       (117,419)
DPAC adjustments                                       (511,037)       (261,363)
Deferred federal income taxes                          (172,066)        (93,732)
                                                    -----------     -----------
  Net unrealized gains
    on securities                                   $   306,475     $   166,852
                                                    -----------     -----------
</TABLE>

2.5    MORTGAGE LOANS ON REAL ESTATE

     Diversification. Diversification of the geographic location and type of
property collateralizing mortgage loans reduces the concentration of credit
risk. For new loans, VALIC requires loan-to-value ratios of 75% or less, based
on management's credit assessment of the borrower.

2.5    MORTGAGE LOANS ON REAL ESTATE (CONTINUED)

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

<TABLE>
<CAPTION>
                                                         1997           1996
                                                      -----------    -----------
<S>                                                   <C>            <C>        
Geographic distribution:
  Atlantic                                            $   614,627    $   656,073
  Pacific and Mountain                                    355,006        406,948
  Central                                                 310,535        331,411
  Allowance for losses                                    (21,139)       (44,577)
                                                      -----------    -----------
    Total mortgage loans                              $ 1,259,029    $ 1,349,855
                                                      -----------    -----------
Property type:
  Office                                              $   467,326    $   456,818
  Retail                                                  396,934        451,668
  Industrial                                              246,241        221,532
  Apartments                                              145,272        190,583
  Residential and other                                    24,395         73,831
  Allowance for losses                                    (21,139)       (44,577)
                                                      -----------    -----------
    Total mortgage loans                              $ 1,259,029    $ 1,349,855
                                                      -----------    -----------
</TABLE>

     ALLOWANCE. Activity in the allowance for mortgage loan losses was as
follows:

<TABLE>
<CAPTION>
                                               1997           1996           1995
                                            -----------    -----------    -----------
<S>                                         <C>            <C>            <C>        
Balance at January 1                        $    44,577    $    54,213    $    55,665
Provision for mortgage
  loan losses                                   (18,178)        (2,967)        25,418
Deductions                                       (5,260)        (6,669)       (26,870)
                                            -----------    -----------    -----------
  Balance at December 31                    $    21,139    $    44,577    $    54,213
                                            -----------    -----------    -----------
</TABLE>


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

<TABLE>
<CAPTION>
                                                              1997         1996
                                                           ----------   ----------
<S>                                                        <C>          <C>       
Impaired loans:
 With allowance*                                           $   28,317   $   46,346
 Without allowance                                               --            236
                                                           ----------   ----------
    Total impaired loans                                   $   28,317   $   46,582
                                                           ----------   ----------
Average investment                                         $   37,449   $   56,163
Interest income earned                                          2,887        4,816
Interest income - cash basis                                     --          4,617
                                                           ----------   ----------
</TABLE>

* Represents gross amounts before allowance for mortgage loan losses of $9,317
  and $6,848, respectively.


- --------------------------------------------------------------------------------
                                                                               9
<PAGE>   399

                   THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 1997

                                        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>
                                    1997         1996         1995
                                 ---------    ---------    ---------
<S>                              <C>          <C>          <C>      
Balance at January 1             $ 557,748    $ 182,546    $ 910,479
Deferrals:
  Commissions                       76,327       62,760       52,959
  Other acquisition costs           61,328       54,058       51,743
Amortization:
  Accretion of interest             65,388       59,810       54,086
  Operating earnings              (107,489)     (91,011)     (70,927)
Offset to realized
  (gains) losses                   (11,282)        (676)       4,991
Effect of net unrealized
  (gains) losses on securities    (249,674)     290,261     (820,785)
                                 ---------    ---------    ---------
Balance at December 31           $ 392,346    $ 557,748    $ 182,546
                                 ---------    ---------    ---------
</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>
                                                          1997           1996
                                                       ---------      ---------
<S>                                                    <C>            <C>       
Current tax liabilities (assets)                       $   2,027      $  (4,551)
                                                       ---------      ---------
Deferred tax liabilities, applicable to:
  Basis differential of investments                      368,591        201,122
  DPAC                                                   134,541        192,815
  Other                                                   18,576          8,025
                                                       ---------      ---------
     Total deferred tax liabilities                      521,708        401,962
                                                       ---------      ---------
Deferred tax assets, applicable to:
  Policy reserves                                       (138,555)      (118,595)
  Basis differential of investments                       (1,545)        (6,219)
  Other                                                   (6,563)        (7,437)
                                                       ---------      ---------
     Total deferred tax assets                          (146,663)      (132,251)
                                                       ---------      ---------
       Net deferred tax liabilities                      375,045        269,711
                                                       ---------      ---------
             Total income tax liabilities              $ 377,072      $ 265,160
                                                       ---------      ---------
</TABLE>

4.3    TAX EXPENSE

Components of income tax expense were as follows:

<TABLE>
<CAPTION>
                                            1997          1996          1995
                                         ----------    ----------    ----------
<S>                                      <C>           <C>           <C>       
Current:
  Federal                                $  114,138    $   99,560    $   99,273
  State                                       3,099         2,842         3,224
                                         ----------    ----------    ----------
    Total current income
       tax expense                          117,237       102,402       102,497
                                         ----------    ----------    ----------
Deferred, applicable to:
  DPAC                                       29,113        29,308        32,174
  Policy reserves                           (14,920)      (18,581)      (28,780)
  Basis differential of
     investments                              3,569         2,754          (786)
  Other, net                                  9,239         8,487        (5,385)
                                         ----------    ----------    ----------
    Total deferred income
       tax expense (benefit)                 27,001        21,968        (2,777)
                                         ----------    ----------    ----------
         Income tax expense              $  144,238    $  124,370    $   99,720
                                         ----------    ----------    ----------
</TABLE>

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

<TABLE>
<CAPTION>
                                       1997            1996            1995
                                     ---------       ---------       ---------
<S>                                  <C>             <C>             <C>      
Federal income tax rate                     35%             35%             35%
Income tax expense at
  applicable rate                    $ 146,308       $ 127,679       $ 104,652
Dividends received
  deduction                             (5,212)         (4,935)         (3,883)
Tax-exempt interest (ESOP)              (3,326)         (3,865)         (4,426)
State income taxes                       3,695           3,311           2,918
Other items                              2,773           2,180             459
                                     ---------       ---------       ---------
  Income tax expense                 $ 144,238       $ 124,370       $  99,720
                                     ---------       ---------       ---------
</TABLE>

     Federal income taxes paid in 1997, 1996, and 1995 were $106,338, $114,478,
and $52,790, respectively. State income taxes paid in 1997, 1996, and 1995 were
$2,978, $3,060, and $2,653, respectively.


- --------------------------------------------------------------------------------
10
<PAGE>   400


                   THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 1997

                                        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 1998 is
$233,582.

                                        6
- --------------------------------------------------------------------------------
                        DERIVATIVE FINANCIAL INSTRUMENTS
- --------------------------------------------------------------------------------

     Interest rate and currency swap agreements related to investment securities
at December 31, 1997 were as follows:

<TABLE>
<S>                                                               <C>        
Interest rate swap agreements to pay fixed rate
  Notional amount                                                 $   107,000
  Average receive rate                                                   6.92%
  Average pay rate                                                       6.25
                                                                  -----------
Currency swap agreements (receive U.S.$/pay Canadian$)
  Notional amount (in U.S.$)                                      $   123,326
  Average exchange rate                                                  1.49
                                                                  -----------
</TABLE>

  During 1997, VALIC purchased call swaptions that expire in 1998. These call
swaptions had a notional amount of $1.15 billion and strike rates ranging from
4.5% to 5.5% at December 31, 1997. Should the strike rates remain below market
rates, the call swaptions will expire and VALIC's exposure would be limited to
the premiums paid.

                                        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>
                                                   1997                             1996
                                         --------------------------      -------------------------- 
                                            Fair          Carrying          Fair         Carrying
                                            Value          Amount           Value         Amount
                                         -----------    -----------      -----------    ----------- 
<S>                                      <C>            <C>              <C>            <C>         
Assets                                                                                              
                                                                                                    
  Fixed maturity and equity securities   $21,646,540*   $ 21,646,540*    $20,198,062*   $20,198,062 
                                                                                                    
  Mortgage loans on real estate            1,288,702      1,259,029        1,352,994      1,349,855 
                                                                                                    
  Policy loans                               721,089        719,127          637,870        639,200 
                                                                                                    
Liabilities                                                                                         
                                                                                                    
  Insurance investment contracts          21,536,809     21,994,804       19,753,088     21,067,429 
                                         -----------    -----------      -----------    ----------- 
</TABLE>

* Includes derivative financial instruments with negative fair value of $2,967
in 1997 and negative fair value of $7,872 in 1996.

     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>   401
                   THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 1997

                                        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, 1997 were as follows:

     Operating expenses include $22,061 in 1997, $17,533 in 1996, and $21,173 in
1995 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 $501 in 1997, $455 in 1996, and $1,662 in 1995.

     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, 1997, 1996, and 1995. VALIC recognized $1,292 in interest income
during 1997, $1,372 for 1996, and $1,452 for 1995.

     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, 1997, 1996, and 1995.
VALIC recognized $1,296, $1,479, and $1,729 of interest income on the note
during 1997, 1996, and 1995, respectively.

     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.

     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.

     VALIC paid common stock dividends of $379,000, $106.01 per share; $111,000,
$31.05 per share; and $95,000, $26.57 per share, in 1997, 1996, and 1995,
respectively.

     VALIC received capital contributions of $250,000 and $75,000 from AGL on
March 31, 1997 and December 30, 1996, respectively.

     VALIC acquired from American General Life and Accident Insurance Company
bonds of various issuers at a cost of $22,154 and $25,892 on January 30, 1997
and April 8, 1997, respectively.

     On December 5, 1997, VALIC acquired from Western National Life Insurance
Company bonds of various issuers at a cost of $129,715.

                                        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 $30, $2,678, and $18,961, for the
years ended December 31, 1997, 1996, and 1995, respectively. The accrued
liability for anticipated assessments was $7,402, $13,661, and $20,249, at
December 31, 1997, 1996, and 1995, respectively. The 1997 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 continue annually no more than the maximum amount that can be
deducted for federal income tax purposes.



- --------------------------------------------------------------------------------
12
<PAGE>   402

                   THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

DECEMBER 31, 1997


10.1   PENSION PLANS - (CONTINUED)

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

<TABLE>
<CAPTION>
                                          1997           1996          1995
                                       ----------     ----------    ----------
<S>                                    <C>            <C>           <C>       
Service cost (benefits earned)
  during period                        $    1,045     $      917    $      601
Interest cost on projected
  benefit obligation                        1,034            843           635
Actual return on plan assets               (2,734)        (2,785)       (1,249)
Amortization of unrecognized
  net asset existing at date of
  initial application                        --              (23)          (72)
Amortization of unrecognized
  prior service cost                           45             44            44
Deferral of net asset gain                  1,933          2,210           749
                                       ----------     ----------    ----------
  Total pension expense                $    1,323     $    1,206    $      708
                                       ----------     ----------    ----------
Weighted-average discount rate
  on benefit obligation                      7.25%        7.50 %          7.25%
Rate of increase in
  compensation levels                        4.00%        4.00 %          4.00%
Expected long-term rate of
  return on plan assets                     10.00%       10.00 %         10.00%
                                       ----------     ----------    ----------
</TABLE>

     The following table sets forth the funded status and amounts recognized in
the Consolidated Balance Sheet at December 31, 1997 and 1996 for VALIC's defined
benefit pension plan:

<TABLE>
<CAPTION>
                                                          1997           1996
                                                       -----------    -----------
<S>                                                    <C>            <C>        
Actuarial present value of benefit obligation:
  Vested                                               $    10,919    $     8,265
  Nonvested                                                  1,485          1,251
                                                       -----------    -----------
Accumulated benefit obligation                              12,404          9,516
Effect of increase in compensation levels                    3,340          2,474
                                                       -----------    -----------
Projected benefit obligation                                15,744         11,990
Plan assets at fair value                                   11,759          9,120
                                                       -----------    -----------
Projected benefit obligation in excess of
  plan assets                                               (3,985)        (2,870)
Unrecognized net gain                                        1,367          1,266
Unrecognized prior service cost                                 18             62
                                                       -----------    -----------
    Net pension liability                              $    (2,600)   $    (1,542)
                                                       -----------    -----------
</TABLE>

     Equity and fixed maturity securities were 63% and 28%, 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 1997, 1996, and
1995 was $295, $282, and $228, respectively.

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

<TABLE>
<CAPTION>
                                                          1997          1996
                                                       ---------     ---------
<S>                                                    <C>           <C>      
Actuarial present value of benefit obligations
  Retirees                                             $       8     $      21
  Fully eligible active plan participants                    151           103
  Other active plan participants                           2,082         1,479
                                                       ---------     ---------
Accumulated postretirement
  benefit obligations                                      2,241         1,603
Unrecognized net gain                                       (452)          (66)
Net funding                                                   (5)          (17)
                                                       ---------     ---------
    Accrued benefit cost                               $   1,784     $   1,520
                                                       ---------     ---------
Discount rate on postretirement
  benefit obligations                                       7.25%         7.50%
                                                       ---------     ---------
</TABLE>

                                       11
- --------------------------------------------------------------------------------
                         IMPACT OF YEAR 2000 (UNAUDITED)
- --------------------------------------------------------------------------------

     VALIC is in the process of modifying its computer systems to be Year 2000
compliant and expects to substantially complete this project during 1998. During
1997, VALIC incurred and expensed $6.0 million (pretax) related to this project.
VALIC estimates that it will incur future costs in excess of $9.3 million
(pretax) for additional internal staff, third-party vendors, and other expenses
to render its systems Year 2000 compliant.

     The costs of the project and the date on which VALIC believes it will
complete the Year 2000 modifications are based on management's best estimates,
which were derived utilizing numerous assumptions of future events, including
the continued availability of certain resources and other factors. However,
there can be no guarantee that these estimates will be achieved and actual
results could differ materially from those anticipated. Specific factors that
might cause such material differences include, but are not limited to, the
availability and cost of personnel trained in this area, the ability to locate
and correct all relevant computer codes, and similar uncertainties.


- --------------------------------------------------------------------------------
    
<PAGE>   403
   
================================================================================
                               PRESIDENT'S LETTER                             1
================================================================================


TO OUR PARTICIPANTS:

We are pleased to present the December 31, 1997, 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.

During 1997 equity markets produced returns well above those of 1996. The stock
market, as measured by the Standard & Poor's 500 Index (S&P 500(R)) had a total
return of 33.36%. The mid-sized companies followed closely, with the Standard &
Poor's MidCap 400 (MidCap 400) earning 32.24% and the Russell 2000(R) producing
22.36%.

The average mutual fund returns showed greater variability than that evidenced
by the broader averages. In the large capitalization area, growth and value were
rather close with one year returns of 26.45% and 26.60% respectively. However,
the mid-cap sector experienced wide variability with growth returning 15.53% and
value returning 26.80%. A somewhat similar experience occurred in the small-cap
arena where growth funds provided average returns of 14.42% while the value
sector returned 27.75%. The orientation of any specific fund was a major factor
in the performance differences.

The yield on the 30-year treasury bond opened the year at 6.64% and rose during
the spring on fears the strengthening economy would force the Federal Reserve
(Fed) to push up short-term rates. On March 25, the Fed raised the Fed Funds
rate 0.25%; subsequently on April 14, the 30-year T-bond yield hit 7.17%. Later
in April, as fears of further rate hikes subsided and inflation fell, yields
began to fall and bond prices rose.

The second half of the year, marked by low inflation and little fear of Fed
action, was a good period for the fixed-income investor. A strong dollar, aided
by the turmoil and uncertainty in Asia, encouraged investors to flee to the
safety of U.S. bonds.

The European markets were positive throughout the year as home market and cross
border mergers boosted returns and dollar-sensitive exporters had strong sales
and profits. Asian markets were decimated in the fourth quarter as a fearsome
currency, banking and debtor crisis started in Thailand and spread to most
Pacific Rim economies.

Throughout the developed world international bond prices rallied and yields
declined to thirty year lows. Inflation was minimal and most nations pursued
sound fiscal policy. The Asian crisis helped as investors bought high quality
government bonds as a safe haven asset allocation.

If you have any questions about your contract or this report, we would be happy
to hear from you.



                                  Respectfully,

                                  /s/ THOMAS L. WEST, JR.

                                  Thomas L. West, Jr., President and CEO
                                  The Variable Annuity Life Insurance Company



February 6, 1998



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.

<PAGE>   404

================================================================================
2                              PRESIDENT'S LETTER
================================================================================


<TABLE>
<CAPTION>
                                                                                                                ONE YEAR
                                                                                                              TOTAL RETURNS
                                                     GROUP                            PORTFOLIO  PORTFOLIO   FOR YEAR ENDING
                                                     UNIT               INDEPENDENCE  DIRECTOR   DIRECTOR      DECEMBER 31,
                                                   PURCHASE    IMPACT       PLUS          1          2      ------------------
                                                   DIVISION   DIVISION    DIVISION    DIVISION   DIVISION   1997          1996
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>            <C>        <C>         <C>         <C>   <C>           <C>  
INTERNATIONAL GROWTH
   AGSPC International Equities Fund...........       --          --         11          11          --      1.18%        5.75%
   Putnam Global Growth Fund...................       --          --         --          --          28     12.20        15.37
   Templeton Foreign Fund......................       --          --         --          --          32      5.57        16.74
   Templeton International Fund................       --          --         --          20          --     12.54        22.50

AGGRESSIVE GROWTH
   AGSPC Science & Technology Fund.............       --          --         --          17          17      1.57        12.68
   AGSPC Small Cap Index Fund..................       --          --         14          14          --     21.18        15.57
   Dreyfus Small Cap Portfolio.................       --          --         --          18          --     15.37        15.14
   Putnam New Opportunities Fund...............       --          --         --          --          26     21.31         9.70
   Putnam OTC & Emerging Growth Fund...........       --          --         --          --          27      9.08         3.53

GROWTH
   AGSPC Growth Fund...........................       --          --         --          15          15     19.80        18.18
   AGSPC MidCap Index Fund.....................       --           4          4           4          --     30.45        17.61
   American Century -
      Twentieth Century Ultra Fund.............       --          --         --          --          31     21.74        12.43
   Founders Growth Fund........................       --          --         --          --          30     25.25        15.35

GROWTH & INCOME
   AGSPC Growth & Income Fund..................       --          --         --          16          --     22.60        22.10
   AGSPC Social Awareness Fund.................       --          --         12          12          12     32.52        22.75
   AGSPC Stock Index Fund .....................    10A, 10B       10D        10C         10C         10C    31.77        21.53
   Neuberger&Berman Guardian Trust.............       --          --         --          --          29     16.66        16.54
   Scudder Growth and Income Fund..............       --          --         --          --          21     28.80        20.63
   Vanguard/Windsor II.........................       --          --         --          --          24     30.70        22.56

BALANCED GROWTH - INTERNATIONAL
   Templeton Asset Allocation Fund.............       --          --         --          19          --     14.07        17.40

BALANCED GROWTH - DOMESTIC
   AGSPC Asset Allocation Fund.................       --           5          5           5          --     21.40         9.99
   Vanguard/Wellington Fund....................       --          --         --          --          25     21.65        14.69

CURRENT INCOME
   AGSPC Intl Government Bond Fund.............       --          --         13          13          13     (5.79)        3.36

CURRENT INCOME & CAPITAL PRESERVATION
   AGSPC Capital Conservation Fund.............       --           1          7           7          --      7.49         0.75
   AGSPC Government Securities Fund............       --          --          8           8          --      7.83         0.90
   Vanguard Fixed Income Securities Fund -
      Long-Term Corporate Portfolio............       --          --         --          --          22     12.32        (0.72)
   Vanguard Fixed Income Securities Fund -
      Long-Term U. S. Treasury Portfolio.......       --          --         --          --          23     12.44        (3.08)

LIQUIDITY & CAPITAL PRESERVATION
   AGSPC Money Market Fund.....................       --           2          6           6           6      4.13         3.97
</TABLE>



The total returns 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.
<PAGE>   405

================================================================================
                              FINANCIAL STATEMENTS                            3
================================================================================


<TABLE>
<CAPTION>
STATEMENT OF NET ASSETS
December 31, 1997

ASSETS:                                                               ALL DIVISIONS
                                                                     ---------------
<S>                                                                  <C>            
Total investment in shares of mutual funds, at market
   (cost $8,087,103,381) ........................................    $10,324,166,205
Balance due from VALIC general account ..........................          3,148,203
                                                                     ---------------
NET ASSETS ......................................................    $10,327,314,408
                                                                     ===============

CONTRACT OWNER RESERVES:
Reserves for redeemable annuity contracts
         (Net of applicable contract loans-- partial
          withdrawals with right of reinvestment) ...............    $10,307,955,440
Reserves for annuity contracts on benefit .......................         19,358,968
                                                                     ---------------
TOTAL CONTRACT OWNER RESERVES ...................................    $10,327,314,408
                                                                     ===============
</TABLE>



<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
For the year ended December 31, 1997

INVESTMENT INCOME:                                                    ALL DIVISIONS
                                                                     ---------------
<S>                                                                  <C>            
Dividends from mutual funds .....................................    $   121,206,942
                                                                     ---------------


EXPENSES:
Mortality and expense charges ...................................         92,522,835
Reimbursement of expenses (Note C) ..............................         (2,073,989)
                                                                     ===============
         Total expenses .........................................         90,448,846
                                                                     ===============
NET INVESTMENT INCOME ...........................................         30,758,096
                                                                     ---------------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments ................................        161,505,567
Capital gains distributions from mutual funds ...................        289,703,358
Net unrealized appreciation of investments during the year ......      1,001,756,337
                                                                     ===============
         Net realized and unrealized gain on investments ........      1,452,965,262
                                                                     ===============
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS ................    $ 1,483,723,358
                                                                     ===============
</TABLE>


<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS                                                                      ALL DIVISIONS
                                                                                              -------------------------------------
                                                                                                    1997                 1996
                                                                                              ----------------     ----------------
<S>                                                                                           <C>                  <C>             
OPERATIONS:
Net investment income ....................................................................    $     30,758,096     $     31,159,663
Net realized gain on investments .........................................................         161,505,567           96,618,063
Capital gains distributions from mutual funds ............................................         289,703,358          175,625,286
Net unrealized appreciation of investments during the year ...............................       1,001,756,337          539,282,575
                                                                                              ----------------     ----------------
         Increase in net assets resulting from operations ................................       1,483,723,358          842,685,587
                                                                                              ================     ================

PRINCIPAL TRANSACTIONS:
Purchase payments ........................................................................       1,798,552,034        1,307,543,093
Surrenders of accumulation units by terminations, withdrawals, and maintenance fees ......        (328,105,329)        (210,060,345)
Annuity benefit payments .................................................................          (2,273,125)          (1,897,648)
Amounts transferred from VALIC general account ...........................................         518,857,110          647,659,402
                                                                                              ----------------     ----------------
         Increase in net assets resulting from principal transactions ....................       1,987,030,690        1,743,244,502
                                                                                              ----------------     ----------------
TOTAL INCREASE IN NET ASSETS .............................................................       3,470,754,048        2,585,930,089
                                                                                              ================     ================

NET ASSETS:
Beginning of year ........................................................................       6,856,560,360        4,270,630,271
                                                                                              ----------------     ----------------
End of year ..............................................................................    $ 10,327,314,408     $  6,856,560,360
                                                                                              ================     ================
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>   406

================================================================================
4                             FINANCIAL STATEMENTS
================================================================================



<TABLE>
<CAPTION>
                                                                    AGSPC            PUTNAM                                        
                                                                INTERNATIONAL        GLOBAL          TEMPLETON        TEMPLETON    
STATEMENTS OF NET ASSETS                                          EQUITIES           GROWTH           FOREIGN        INTERNATIONAL 
December 31, 1997                                                   FUND              FUND              FUND             FUND      
                                                                 DIVISION 11       DIVISION 28       DIVISION 32      DIVISION 20  
                                                                -------------     -------------     -------------    -------------
<S>                                                             <C>               <C>               <C>              <C>          
ASSETS:
Investment in shares of mutual funds, at market ............    $ 152,510,209     $  58,836,553     $ 180,677,558    $ 731,342,182
Balance due (to) from VALIC general account ................         (509,427)           (2,145)          174,443       (1,602,995)
                                                                -------------     -------------     -------------    -------------
NET ASSETS .................................................    $ 152,000,782     $  58,834,408     $ 180,852,001    $ 729,739,187
                                                                =============     =============     =============    =============

CONTRACT OWNER RESERVES:
Reserves for redeemable annuity contracts (Net of applicable
   contract loans -- partial withdrawals with 
   right of reinvestment) ..................................    $ 151,837,305     $  58,803,197     $ 180,817,115    $ 729,577,415
Reserves for annuity contracts on benefit ..................          163,477            31,211            34,886          161,772
                                                                -------------     -------------     -------------    -------------
TOTAL CONTRACT OWNER RESERVES ..............................    $ 152,000,782     $  58,834,408     $ 180,852,001    $ 729,739,187
                                                                =============     =============     =============    =============
</TABLE>


<TABLE>
<CAPTION>
                                                                AMERICAN CENTURY -                      AGSPC              AGSPC   
                                                                   TWENTIETH        FOUNDERS           GROWTH &            SOCIAL  
STATEMENTS OF NET ASSETS                                         CENTURY ULTRA       GROWTH             INCOME           AWARENESS 
December 31, 1997                                                    FUND             FUND               FUND               FUND   
                                                                  DIVISION 31       DIVISION 30       DIVISION 16       DIVISION 12
                                                                 -------------     -------------     -------------     -------------
<S>                                                              <C>               <C>               <C>               <C>          
ASSETS:
Investment in shares of mutual funds, at market ............     $ 123,498,148     $ 170,135,993     $ 256,933,935     $ 243,460,767
Balance due (to) from VALIC general account ................           270,241           332,238           162,040           119,205
                                                                 -------------     -------------     -------------     -------------
NET ASSETS .................................................     $ 123,768,389     $ 170,468,231     $ 257,095,975     $ 243,579,972
                                                                 =============     =============     =============     =============

CONTRACT OWNER RESERVES:
Reserves for redeemable annuity contracts (Net of
   applicable contract loans -- partial withdrawals
   with right of reinvestment) .............................     $ 123,739,369     $ 170,431,273     $ 257,042,890     $ 243,534,821
Reserves for annuity contracts on benefit ..................            29,020            36,958            53,085            45,151
                                                                 -------------     -------------     -------------     -------------
TOTAL CONTRACT OWNER RESERVES ..............................     $ 123,768,389     $ 170,468,231     $ 257,095,975     $ 243,579,972
                                                                 =============     =============     =============     =============
</TABLE>

<TABLE>
<CAPTION>
                                                                                       AGSPC                                AGSPC   
STATEMENTS OF NET ASSETS                                            TEMPLETON          ASSET           VANGUARD/       INTERNATIONAL
December 31, 1997                                               ASSET ALLOCATION    ALLOCATION        WELLINGTON         GOVERNMENT 
                                                                     FUND              FUND              FUND            BOND FUND  
                                                                  DIVISION 19        DIVISION 5       DIVISION 25       DIVISION 13 
                                                                 -------------     -------------     -------------     -------------
<S>                                                              <C>               <C>               <C>               <C>          
ASSETS:
Investment in shares of mutual funds, at market ............     $ 316,804,111     $ 184,445,969     $ 155,754,286     $ 166,189,923
Balance due (to) from VALIC general account ................            70,174           132,023           290,261             9,834
                                                                 -------------     -------------     -------------     -------------
NET ASSETS .................................................     $ 316,874,285     $ 184,577,992     $ 156,044,547     $ 166,199,757
                                                                 =============     =============     =============     =============

CONTRACT OWNER RESERVES:
Reserves for redeemable annuity contracts (Net of applicable
   contract loans -- partial withdrawals with right of
   reinvestment) ...........................................     $ 316,576,446     $ 184,488,524     $ 156,028,597     $ 166,177,986
Reserves for annuity contracts on benefit ..................           297,839            89,468            15,950            21,771
                                                                 -------------     -------------     -------------     -------------
TOTAL CONTRACT OWNER RESERVES ..............................     $ 316,874,285     $ 184,577,992     $ 156,044,547     $ 166,199,757
                                                                 =============     =============     =============     =============
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>   407

================================================================================
                               SEPARATE ACCOUNT A                             5
================================================================================


<TABLE>
<CAPTION>
     AGSPC               AGSPC                                 PUTNAM           PUTNAM OTC &                              AGSPC     
   SCIENCE &           SMALL CAP           DREYFUS              NEW              EMERGING              AGSPC              MIDCAP    
  TECHNOLOGY             INDEX            SMALL CAP         OPPORTUNITIES         GROWTH              GROWTH              INDEX     
     FUND                FUND             PORTFOLIO             FUND               FUND                FUND                FUND     
  DIVISION 17         DIVISION 14        DIVISION 18         DIVISION 26         DIVISION 27        DIVISION 15          DIVISION 4 
- --------------      --------------      --------------      --------------     --------------      --------------     --------------
<S>                 <C>                 <C>                 <C>                <C>                 <C>                <C>           
$  911,151,116      $  230,728,350      $  850,402,328      $  164,603,317     $   97,480,884      $  941,261,746     $  730,544,269
    (1,489,662)           (659,600)           (578,020)            233,261            (24,754)            161,723             69,416
- --------------      --------------      --------------      --------------     --------------      --------------     --------------
$  909,661,454      $  230,068,750      $  849,824,308      $  164,836,578     $   97,456,130      $  941,423,469     $  730,613,685
==============      ==============      ==============      ==============     ==============      ==============     ==============


$  909,365,168      $  229,944,880      $  849,635,667      $  164,825,889     $   97,416,344      $  941,014,035     $  730,300,161
       296,286             123,870             188,641              10,689             39,786             409,434            313,524
- --------------      --------------      --------------      --------------     --------------      --------------     --------------
$  909,661,454      $  230,068,750      $  849,824,308      $  164,836,578     $   97,456,130      $  941,423,469     $  730,613,685
==============      ==============      ==============      ==============     ==============      ==============     ==============
</TABLE>

<TABLE>
<CAPTION>
                                                                                                                                   
                                                                                NEUBERGER&          SCUDDER      
                                                                                  BERMAN           GROWTH AND     
                         AGSPC STOCK INDEX FUND                                  GUARDIAN            INCOME             VANGUARD/  
- -------------------------------------------------------------------------          TRUST              FUND             WINDSOR II  
 DIVISION 10A        DIVISION 10B        DIVISION 10C       DIVISION 10D        DIVISION 29        DIVISION 21         DIVISION 24 
- --------------      --------------      --------------     --------------      --------------     --------------     --------------
<S>                 <C>                 <C>                <C>                 <C>                <C>                <C>           
$  470,449,397      $   36,956,225      $2,310,257,611     $   49,705,360      $   46,258,362     $  135,121,244     $  275,114,738
      (666,014)            (10,194)             69,889            (32,333)             48,461            263,157            282,461
- --------------      --------------      --------------     --------------      --------------     --------------     --------------
$  469,783,383      $   36,946,031      $2,310,327,500     $   49,673,027      $   46,306,823     $  135,384,401     $  275,397,199
==============      ==============      ==============     ==============      ==============     ==============     ==============


$  456,754,846      $   35,140,766      $2,308,562,536     $   49,487,144      $   46,292,017     $  135,309,549     $  275,307,672
    13,028,537           1,805,265           1,764,964            185,883              14,806             74,852             89,527
- --------------      --------------      --------------     --------------      --------------     --------------     --------------
$  469,783,383      $   36,946,031      $2,310,327,500     $   49,673,027      $   46,306,823     $  135,384,401     $  275,397,199
==============      ==============      ==============     ==============      ==============     ==============     ==============
</TABLE>


<TABLE>
<CAPTION>
                                                             VANGUARD           VANGUARD            
                                           AGSPC           FIXED INCOME       FIXED INCOME                 
                                        GOVERNMENT       SECURITIES FUND -  SECURITIES FUND -              
 AGSPC CAPITAL CONSERVATION FUND        SECURITIES        L/T CORPORATE    L/T U.S. TREASURY           AGSPC MONEY MARKET FUND
- ---------------------------------          FUND              PORTFOLIO         PORTFOLIO         ---------------------------------
  DIVISION 1         DIVISION 7         DIVISION 8         DIVISION 22        DIVISION 23          DIVISION 2          DIVISION 6
- --------------     --------------     --------------      --------------     --------------      --------------     --------------
<S>                <C>                <C>                 <C>                <C>                 <C>                <C>           
$    6,412,016     $   55,381,861     $   88,209,203      $   20,418,430     $   23,933,498      $    4,526,778     $  134,659,838
        15,510             36,867            (41,915)             21,619           (295,284)             52,979          6,244,744
- --------------     --------------     --------------      --------------     --------------      --------------     --------------
$    6,427,526     $   55,418,728     $   88,167,288      $   20,440,049     $   23,638,214      $    4,579,757     $  140,904,582
==============     ==============     ==============      ==============     ==============      ==============     ==============


$    6,422,800     $   55,418,728     $   88,167,288      $   20,440,049     $   23,628,181      $    4,579,757     $  140,887,025
         4,726                 --                 --                  --             10,033                  --             17,557
- --------------     --------------     --------------      --------------     --------------      --------------     --------------
$    6,427,526     $   55,418,728     $   88,167,288      $   20,440,049     $   23,638,214      $    4,579,757     $  140,904,582
==============     ==============     ==============      ==============     ==============      ==============     ==============
</TABLE>



<PAGE>   408
================================================================================
6                             FINANCIAL STATEMENTS
================================================================================



<TABLE>
<CAPTION>
                                                                 AGSPC              PUTNAM         
STATEMENTS OF OPERATIONS                                      INTERNATIONAL         GLOBAL            TEMPLETON          TEMPLETON
For the year ended December 31, 1997                            EQUITIES            GROWTH             FOREIGN         INTERNATIONAL
                                                                  FUND               FUND               FUND               FUND   
                                                               DIVISION 11        DIVISION 28         DIVISION 32       DIVISION 20
                                                               ------------       ------------       ------------       ------------
<S>                                                            <C>                <C>                <C>                <C>         
INVESTMENT INCOME:
Dividends from mutual funds .............................      $  3,295,464       $  1,207,561       $  4,714,678       $ 15,319,152
                                                               ------------       ------------       ------------       ------------

EXPENSES:
Mortality and expense risk charge .......................         1,749,279            476,142          1,434,900          8,274,446
Reimbursement of expenses (Note C) ......................                --            (94,544)          (286,433)                --
                                                               ------------       ------------       ------------       ------------
   Total expenses .......................................         1,749,279            381,598          1,148,467          8,274,446
                                                               ------------       ------------       ------------       ------------
NET INVESTMENT INCOME (LOSS) ............................         1,546,185            825,963          3,566,211          7,044,706
                                                               ------------       ------------       ------------       ------------

REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENTS:
Net realized gain (loss) on investments .................         8,844,811            172,968            180,290         24,143,886
Capital gains distributions from mutual funds ...........         4,593,062          9,300,593         12,359,374          6,157,699
Net unrealized appreciation (depreciation)
   of investments during the year .......................       (11,693,489)        (7,591,166)       (16,286,999)        33,826,345
                                                               ------------       ------------       ------------       ------------
Net realized and unrealized gain (loss) on investments ..         1,744,384          1,882,395         (3,747,335)        64,127,930
                                                               ------------       ------------       ------------       ------------
INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS ............................      $  3,290,569       $  2,708,358       $   (181,124)      $ 71,172,636
                                                               ============       ============       ============       ============
</TABLE>

<TABLE>
<CAPTION>
                                   
                                                             AMERICAN CENTURY -                         AGSPC               AGSPC  
STATEMENTS OF OPERATIONS                                         TWENTIETH          FOUNDERS          GROWTH &             SOCIAL  
For the year ended December 31, 1997                           CENTURY ULTRA         GROWTH            INCOME             AWARENESS
                                                                   FUND               FUND              FUND                FUND   
                                                                DIVISION 31        DIVISION 30       DIVISION 16         DIVISION 12
                                                               ------------       ------------       ------------       ------------
<S>                                                            <C>                <C>                <C>                <C>         
INVESTMENT INCOME:
Dividends from mutual funds .............................      $     46,196       $    679,687       $  1,001,521       $  1,994,870
                                                               ------------       ------------       ------------       ------------

EXPENSES:
Mortality and expense risk charge .......................           807,995          1,135,755          2,207,637          1,713,350
Reimbursement of expenses (Note C) ......................          (128,556)          (226,231)                --                 --
                                                               ------------       ------------       ------------       ------------
   Total expenses .......................................           679,439            909,524          2,207,637          1,713,350
                                                               ------------       ------------       ------------       ------------
NET INVESTMENT INCOME (LOSS) ............................          (633,243)          (229,837)        (1,206,116)           281,520
                                                               ------------       ------------       ------------       ------------

REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS:
Net realized gain on investments ........................           316,651            270,661          3,270,580          1,158,707
Capital gains distributions from mutual funds ...........        24,559,704         21,678,474          2,863,622          9,560,562
Net unrealized appreciation (depreciation)
   of investments during the year .......................       (16,326,801)        (6,466,051)        38,217,716         33,369,211
                                                               ------------       ------------       ------------       ------------
Net realized and unrealized gain on investments .........         8,549,554         15,483,084         44,351,918         44,088,480
                                                               ------------       ------------       ------------       ------------
INCREASE IN NET ASSETS
   RESULTING FROM OPERATIONS ............................      $  7,916,311       $ 15,253,247       $ 43,145,802       $ 44,370,000
                                                               ============       ============       ============       ============
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>   409

================================================================================
                               SEPARATE ACCOUNT A                             7
================================================================================



<TABLE>
<CAPTION>
     AGSPC              AGSPC                                 PUTNAM           PUTNAM OTC &                                AGSPC
   SCIENCE &          SMALL CAP           DREYFUS               NEW              EMERGING             AGSPC               MIDCAP
  TECHNOLOGY            INDEX            SMALL CAP         OPPORTUNITIES         GROWTH              GROWTH                INDEX
    FUND                FUND             PORTFOLIO             FUND                FUND                FUND                FUND 
 DIVISION 17         DIVISION 14        DIVISION 18         DIVISION 26         DIVISION 27         DIVISION 15          DIVISION 4
- -------------       -------------      -------------       -------------       -------------       -------------       -------------
<S>                 <C>                <C>                 <C>                 <C>                 <C>                 <C>          
$          --       $   2,345,234      $     905,477       $          --       $          --       $     301,605       $   6,916,070
- -------------       -------------      -------------       -------------       -------------       -------------       -------------


    8,359,405           2,023,765          9,406,874           1,313,649             899,240           7,852,023           6,380,871
           --                  --           (624,143)           (261,355)           (179,227)                 --                  --
- -------------       -------------      -------------       -------------       -------------       -------------       -------------
    8,359,405           2,023,765          8,782,731           1,052,294             720,013           7,852,023           6,380,871
- -------------       -------------      -------------       -------------       -------------       -------------       -------------
   (8,359,405)            321,469         (7,877,254)         (1,052,294)           (720,013)         (7,550,418)            535,199
- -------------       -------------      -------------       -------------       -------------       -------------       -------------



   27,202,326           7,403,801         10,514,976             242,887             (47,363)          6,207,654          19,471,600
           --          17,477,318         47,781,324           3,494,327                  --          15,041,175          39,891,431

  (11,571,856)         13,195,192         56,534,602          18,445,868           8,912,297         132,575,644         109,426,279
- -------------       -------------      -------------       -------------       -------------       -------------       -------------
   15,630,470          38,076,311        114,830,902          22,183,082           8,864,934         153,824,473         168,789,310
- -------------       -------------      -------------       -------------       -------------       -------------       -------------

$   7,271,065       $  38,397,780      $ 106,953,648       $  21,130,788       $   8,144,921       $ 146,274,055       $ 169,324,509
=============       =============      =============       =============       =============       =============       =============
</TABLE>


<TABLE>
<CAPTION>
                                                                             NEUBERGER &           SCUDDER                       
                                                                               BERMAN             GROWTH AND                     
                         AGSPC STOCK INDEX FUND                               GUARDIAN              INCOME            VANGUARD/  
- -----------------------------------------------------------------------         TRUST                FUND             WINDSOR II 
DIVISION 10A       DIVISION 10B        DIVISION 10C       DIVISION 10D        DIVISION 29         DIVISION 21         DIVISION 24
- -------------      -------------       -------------      -------------      -------------       -------------       -------------
<S>                <C>                 <C>                <C>                <C>                 <C>                 <C>          
$   6,376,307      $     509,353       $  28,785,179      $     696,438      $     163,304       $   1,817,754       $   4,925,455
- -------------      -------------       -------------      -------------      -------------       -------------       -------------


    4,346,291            195,472          19,442,387            474,226            328,578             854,677           1,887,542
           --            (85,996)                 --                 --            (65,533)           (121,971)                 -- 
- -------------      -------------       -------------      -------------      -------------       -------------       -------------
    4,346,291            109,476          19,442,387            474,226            263,045             732,706           1,887,542
- -------------      -------------       -------------      -------------      -------------       -------------       -------------
    2,030,016            399,877           9,342,792            222,212            (99,741)          1,085,048           3,037,913
- -------------      -------------       -------------      -------------      -------------       -------------       -------------



   23,392,823          2,137,197          19,691,626          3,421,747            406,993             269,953             741,743
    2,365,369            185,844          11,611,427            249,976          3,161,542           8,952,194          18,541,072

   89,338,679          6,910,324         475,943,738          9,003,055         (1,574,737)          4,003,711          16,110,878
- -------------      -------------       -------------      -------------      -------------       -------------       -------------
  115,096,871          9,233,365         507,246,791         12,674,778          1,993,798          13,225,858          35,393,693
- -------------      -------------       -------------      -------------      -------------       -------------       -------------

$ 117,126,887      $   9,633,242       $ 516,589,583      $  12,896,990      $   1,894,057       $  14,310,906       $  38,431,606
=============      =============       =============      =============      =============       =============       =============
</TABLE>

                      
<PAGE>   410

================================================================================
8                             FINANCIAL STATEMENTS
================================================================================



<TABLE>
<CAPTION>
                                                                                      AGSPC                               AGSPC
STATEMENTS OF OPERATIONS                                          TEMPLETON           ASSET          VANGUARD/         INTERNATIONAL
For the year ended December 31, 1997                          ASSET ALLOCATION     ALLOCATION        WELLINGTON         GOVERNMENT
                                                                     FUND             FUND              FUND            BOND FUND
                                                                 DIVISION 19        DIVISION 5       DIVISION 25        DIVISION 13
                                                                 ------------      ------------      ------------      ------------
<S>                                                              <C>               <C>               <C>               <C>         
INVESTMENT INCOME:
Dividends from mutual funds ...............................      $  6,145,468      $  5,564,660      $  4,059,866      $  6,334,867
                                                                 ------------      ------------      ------------      ------------

EXPENSES:
Mortality and expense risk charge .........................         3,318,569         1,796,304         1,047,948         1,739,103
Reimbursement of expenses (Note C) ........................                --                --                --                -- 
                                                                 ------------      ------------      ------------      ------------
   Total expenses .........................................         3,318,569         1,796,304         1,047,948         1,739,103
                                                                 ------------      ------------      ------------      ------------
NET INVESTMENT INCOME .....................................         2,826,899         3,768,356         3,011,918         4,595,764
                                                                 ------------      ------------      ------------      ------------

REALIZED AND UNREALIZED GAIN
   (LOSS) ON INVESTMENTS:
Net realized gain (loss) on investments ...................           982,063         5,941,975           713,048        (3,911,328)
Capital gains distributions from mutual funds .............        11,661,872        10,546,782         7,375,024           136,607
Net unrealized appreciation (depreciation)
   of investments during the year .........................        13,366,704        14,486,554         3,998,391       (11,068,351)
                                                                 ------------      ------------      ------------      ------------
Net realized and unrealized gain (loss) on investments ....        26,010,639        30,975,311        12,086,463       (14,843,072)
                                                                 ------------      ------------      ------------      ------------
INCREASE (DECREASE) IN NET ASSETS
   RESULTING FROM OPERATIONS ..............................      $ 28,837,538      $ 34,743,667      $ 15,098,381      $(10,247,308)
                                                                 ============      ============      ============      ============
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>   411

================================================================================
                               SEPARATE ACCOUNT A                             9
================================================================================


<TABLE>
<CAPTION>
                                                             VANGUARD           VANGUARD       
                                            AGSPC          FIXED INCOME       FIXED INCOME     
                                         GOVERNMENT       SECURITIES FUND -  SECURITIES FUND -  
AGSPC CAPITAL CONSERVATION FUND          SECURITIES        L/T CORPORATE     L/T U.S. TREASURY        AGSPC MONEY MARKET FUND
- --------------------------------            FUND             PORTFOLIO          PORTFOLIO        --------------------------------
  DIVISION 1         DIVISION 7          DIVISION 8         DIVISION 22        DIVISION 23         DIVISION 2         DIVISION 6
- -------------      -------------       -------------       -------------      -------------      -------------      -------------
<S>                <C>                 <C>                 <C>                <C>                <C>                <C>          
$     408,376      $   3,451,243       $   5,076,640       $     621,319      $     708,134      $     235,282      $   6,599,782
- -------------      -------------       -------------       -------------      -------------      -------------      -------------


       63,768            537,683             846,335             114,664            140,570             46,769          1,306,618
           --                 --                  --                  --                 --                 --                 --
- -------------      -------------       -------------       -------------      -------------      -------------      -------------
       63,768            537,683             846,335             114,664            140,570             46,769          1,306,618
- -------------      -------------       -------------       -------------      -------------      -------------      -------------
      344,608          2,913,560           4,230,305             506,655            567,564            188,513          5,293,164
- -------------      -------------       -------------       -------------      -------------      -------------      -------------



       23,005           (805,486)           (985,278)             36,716             94,335                 --                 -- 
           --                 --                  --             156,984                 --                 --                 -- 

       90,579          1,739,391           3,130,717             643,127          1,066,785                 --                 -- 
- -------------      -------------       -------------       -------------      -------------      -------------      -------------
      113,584            933,905           2,145,439             836,827          1,161,120                 --                 -- 
- -------------      -------------       -------------       -------------      -------------      -------------      -------------

$     458,192      $   3,847,465       $   6,375,744       $   1,343,482      $   1,728,684      $     188,513      $   5,293,164
=============      =============       =============       =============      =============      =============      =============
</TABLE>



<PAGE>   412

================================================================================
10                          FINANCIAL STATEMENTS
================================================================================

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                       AGSPC        
                                                              INTERNATIONAL EQUITIES
                                                                       FUND                           PUTNAM GLOBAL GROWTH FUND
                                                         ---------------------------------       ----------------------------------
                                                                    DIVISION 11                              DIVISION 28
                                                         ---------------------------------       ----------------------------------
                                                              1997                1996                1997                 1996*
                                                         -------------       -------------       -------------        -------------
OPERATIONS:
<S>                                                      <C>                 <C>                 <C>                  <C>          
Net investment income (loss) ......................      $   1,546,185       $   1,591,421       $     825,963        $     354,551
Net realized gain on investments ..................          8,844,811          10,405,298             172,968                1,237
Capital gains distributions from mutual funds .....          4,593,062           6,021,502           9,300,593              765,977
Net unrealized appreciation (depreciation)
   of investments during the year .................        (11,693,489)         (6,663,813)         (7,591,166)            (504,554)
                                                         -------------       -------------       -------------        -------------
     Increase (decrease) in net assets resulting
       from operations ............................          3,290,569          11,354,408           2,708,358              617,211
                                                         -------------       -------------       -------------        -------------

PRINCIPAL TRANSACTIONS:
Purchase payments .................................         21,604,936          34,022,917          18,196,466            3,174,282
Surrenders of accumulation units by terminations,
   withdrawals, and maintenance fees ..............         (8,085,959)         (8,616,063)           (812,004)             (15,952)
Annuity benefit payments ..........................            (10,712)            (13,432)             (1,799)                  -- 
Amounts transferred interdivision, and (to) from
   VALIC general account ..........................        (56,024,580)        (45,208,742)         21,134,329           13,833,517
                                                         -------------       -------------       -------------        -------------
     Increase (decrease) in net assets
       resulting from principal transactions ......        (42,516,315)        (19,815,320)         38,516,992           16,991,847
                                                         -------------       -------------       -------------        -------------
TOTAL INCREASE (DECREASE) IN NET ASSETS ...........        (39,225,746)         (8,460,912)         41,225,350           17,609,058

NET ASSETS:
Beginning of year .................................        191,226,528         199,687,440          17,609,058                   -- 
                                                         -------------       -------------       -------------        -------------
End of year .......................................      $ 152,000,782       $ 191,226,528       $  58,834,408        $  17,609,058
                                                         =============       =============       =============        =============

CHANGE IN UNITS OUTSTANDING:
Accumulation units beginning of year ..............        156,226,314         172,564,018          16,648,600                   -- 
Purchase payments .................................         17,325,859          28,526,458          15,748,353            3,377,941
Surrenders ........................................         (6,456,410)         (7,207,422)           (675,628)             (16,466)
Transfers -- interdivision and (to) from VALIC
   general account ................................        (44,379,019)        (37,656,740)         17,827,407           13,287,125
                                                         -------------       -------------       -------------        -------------
Accumulation units end of year ....................        122,716,744         156,226,314          49,548,732           16,648,600
                                                         =============       =============       =============        =============

<CAPTION>
                                                                    DECEMBER 31:                            DECEMBER 31: 
                                                         ---------------------------------       ----------------------------------
                                                              1997                1996                1997                 1996 
                                                         -------------       -------------       -------------        -------------
<S>                                                      <C>                 <C>                 <C>                  <C>         
Accumulation unit value ..........................       $    1.237299       $    1.222906       $    1.186775        $    1.057690
                                                         =============       =============       =============        =============

Annuity unit value assuming a 3.5% 
discount factor ..................................       $    0.931882       $    0.953246       $    1.127017        $    1.039552
                                                         =============       =============       =============        =============
</TABLE>

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


SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>   413

================================================================================
                               SEPARATE ACCOUNT A                            11
================================================================================

<TABLE>
<CAPTION>
                                                                                                                 AGSPC
                                                                               AGSPC                            SMALL CAP
    TEMPLETON FOREIGN FUND         TEMPLETON INTERNATIONAL FUND       SCIENCE & TECHNOLOGY FUND                INDEX FUND
- -----------------------------     ------------------------------    ------------------------------    -----------------------------
         DIVISION 32                      DIVISION 20                        DIVISION 17                       DIVISION 14
- -----------------------------     ------------------------------    ------------------------------    -----------------------------
     1997            1996*             1997             1996             1997             1996             1997            1996 
- -------------   -------------     -------------    -------------    -------------    -------------    -------------   -------------
<S>             <C>               <C>              <C>              <C>              <C>              <C>             <C>          
$   3,566,211   $     482,633     $   7,044,706    $    (394,601)   $  (8,359,405)   $  (5,521,307)   $     321,469   $     637,395
      180,290             125        24,143,886        3,551,468       27,202,326       20,659,560        7,403,801       4,544,601
   12,359,374         285,587         6,157,699        1,324,253               --       32,117,202       17,477,318      11,216,991

  (16,286,999)      1,121,790        33,826,345       78,888,709      (11,571,856)      15,569,750       13,195,192       7,711,563
- -------------   -------------     -------------    -------------    -------------    -------------    -------------   -------------
     (181,124)      1,890,135        71,172,636       83,369,829        7,271,065       62,825,205       38,397,780      24,110,550
- -------------   -------------     -------------    -------------    -------------    -------------    -------------   -------------


   63,929,059       9,386,263       127,443,761      121,376,573      203,196,325      181,422,903       26,031,893      31,004,229

   (2,231,179)       (122,577)      (21,498,080)      (9,699,818)     (27,661,660)     (14,164,178)      (8,101,115)     (7,478,000)
       (1,149)             --            (6,675)          (3,367)         (17,353)         (40,073)          (6,381)           (563)
   79,881,321      28,301,252        22,603,734       84,599,243       15,908,913      105,706,951      (10,731,749)    (15,148,966)
- -------------   -------------     -------------    -------------    -------------    -------------    -------------   -------------

  141,578,052      37,564,938       128,542,740      196,272,631      191,426,225      272,925,603        7,192,648       8,376,700
- -------------   -------------     -------------    -------------    -------------    -------------    -------------   -------------
  141,396,928      39,455,073       199,715,376      279,642,460      198,697,290      335,750,808       45,590,428      32,487,250


   39,455,073              --       530,023,811      250,381,351      710,964,164      375,213,356      184,478,322     151,991,072
- -------------   -------------     -------------    -------------    -------------    -------------    -------------   -------------
$ 180,852,001   $  39,455,073     $ 729,739,187    $ 530,023,811    $ 909,661,454    $ 710,964,164    $ 230,068,750   $ 184,478,322
=============   =============     =============    =============    =============    =============    =============   =============


   36,671,828              --       378,581,949      219,124,926      315,809,646      187,862,232      103,320,842      98,335,995
   55,441,897      10,156,940        81,609,273       97,229,761       88,179,109       84,389,312       13,258,805      18,844,484
   (1,875,284)       (116,295)      (13,712,830)      (7,187,616)     (11,448,429)      (6,049,987)      (4,191,154)     (4,305,572)
   68,962,666      26,631,183        16,695,958       69,414,878        5,302,633       49,608,089       (6,109,416)     (9,554,065)
- -------------   -------------     -------------    -------------    -------------    -------------    -------------   -------------
  159,201,107      36,671,828       463,174,350      378,581,949      397,842,959      315,809,646      106,279,077     103,320,842
=============   =============     =============    =============    =============    =============    =============   =============

<CAPTION>
         DECEMBER 31:                      DECEMBER 31:                     DECEMBER 31:                        DECEMBER 31:
- -----------------------------     ------------------------------    ------------------------------    -----------------------------
     1997            1996              1997             1996             1997             1996             1997            1996 
- -------------   -------------     -------------    -------------    -------------    -------------    -------------   -------------
<S>             <C>               <C>              <C>              <C>              <C>              <C>             <C>          
$    1.135778   $    1.075896     $    1.575168    $    1.399702    $    2.285739    $    2.250471    $    2.163595   $    1.785442
=============   =============     =============    =============    =============    =============    =============   =============
$    1.078588   $    1.057446     $    1.397849    $    1.285567    $    2.014348    $    2.052612    $    1.780625   $    1.520786
=============   =============     =============    =============    =============    =============    =============   =============
</TABLE>



<PAGE>   414
================================================================================
12                            FINANCIAL STATEMENTS
================================================================================


STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                      DREYFUS SMALL CAP PORTFOLIO     PUTNAM NEW OPPORTUNITIES FUND
                                                                     -----------------------------   ------------------------------
                                                                              DIVISION 18                      DIVISION 26  
                                                                     -----------------------------   ------------------------------
                                                                         1997            1996            1997             1996*
                                                                     -------------   -------------   -------------    -------------
<S>                                                                  <C>             <C>             <C>              <C>          
OPERATIONS:
Net investment income (loss) ......................................  $  (7,877,254)  $  (5,324,689)  $  (1,052,294)   $     (91,811)
Net realized gain (loss) on investments ...........................     10,514,976       1,994,033         242,887            9,737
Capital gains distributions from mutual funds .....................     47,781,324      19,221,026       3,494,327          333,297
Net unrealized appreciation (depreciation)
   of investments during the year .................................     56,534,602      56,124,110      18,445,868       (1,619,779)
                                                                     -------------   -------------   -------------    -------------
     Increase (decrease) in net assets resulting from operations ..    106,953,648      72,014,480      21,130,788       (1,368,556)
                                                                     -------------   -------------   -------------    -------------

PRINCIPAL TRANSACTIONS:
Purchase payments .................................................    152,268,343     168,538,535      51,769,269       11,510,093
Surrenders of accumulation units by terminations,
   withdrawals, and maintenance fees ..............................    (25,995,894)    (13,795,343)     (2,540,805)         (87,148)
Annuity benefit payments ..........................................        (13,079)         (8,413)            (61)              -- 
Amounts transferred interdivision, and (to) from VALIC general
   account ........................................................    (41,774,769)     74,732,906      44,254,408       40,168,590
                                                                     -------------   -------------   -------------    -------------
     Increase (decrease) in net assets
       resulting from principal transactions ......................     84,484,601     229,467,685      93,482,811       51,591,535
                                                                     -------------   -------------   -------------    -------------
TOTAL INCREASE IN NET ASSETS ......................................    191,438,249     301,482,165     114,613,599       50,222,979

NET ASSETS:
Beginning of year .................................................    658,386,059     356,903,894      50,222,979               -- 
                                                                     -------------   -------------   -------------    -------------
End of year .......................................................  $ 849,824,308   $ 658,386,059   $ 164,836,578    $  50,222,979
                                                                     =============   =============   =============    =============

CHANGE IN UNITS OUTSTANDING:
Accumulation units beginning of year ..............................    428,883,250     267,735,219      53,001,699               -- 
Purchase payments .................................................     92,300,416     117,376,109      49,995,408       13,342,250
Surrenders ........................................................    (15,764,818)     (8,756,141)     (2,517,125)         (87,502)
Transfers -- interdivision and (to) from VALIC general account ....    (25,567,323)     52,528,063      42,915,084       39,746,951
                                                                     -------------   -------------   -------------    -------------
Accumulation units end of year ....................................    479,851,525     428,883,250     143,395,066       53,001,699
                                                                     =============   =============   =============    =============

<CAPTION>
                                                                              DECEMBER 31:                    DECEMBER 31:     
                                                                     ----------------------------   ------------------------------
                                                                         1997            1996            1997             1996*
                                                                     -------------  -------------   -------------    -------------
<S>                                                                  <C>            <C>             <C>              <C>          
Accumulation unit value ..........................................   $    1.770622  $    1.534694   $    1.149453    $    0.947573
                                                                     =============  =============   =============    =============
Annuity unit value assuming a 3.5% discount factor ...............   $    1.571300  $    1.409551   $    1.091574    $    0.931324
                                                                     =============  =============   =============    =============
</TABLE>


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


SEE NOTES TO FINANCIAL STATEMENTS.


<PAGE>   415
================================================================================
                               SEPARATE ACCOUNT A                             13
================================================================================


<TABLE>
<CAPTION>
     PUTNAM OTC & EMERGING                   AGSPC                             AGSPC                     AMERICAN CENTURY -       
         GROWTH FUND                       GROWTH FUND                   MIDCAP INDEX FUND          TWENTIETH CENTURY ULTRA FUND  
- ------------------------------   ------------------------------   ------------------------------   ------------------------------ 
         DIVISION 27                       DIVISION 15                       DIVISION 4                      DIVISION 31          
- ------------------------------   ------------------------------   ------------------------------   ------------------------------ 
     1997            1996*            1997             1996            1997             1996            1997             1996*    
- ------------------------------   ------------------------------   ------------------------------   ------------------------------ 
<S>               <C>            <C>               <C>            <C>               <C>            <C>               <C>
$   (720,013)     $    (87,360)  $ (7,550,418)     $ (2,278,501)  $    535,199      $  1,513,296   $   (633,243)     $    (37,059)
     (47,363)            9,014      6,207,654           130,878     19,471,600        17,436,698        316,651            18,993 
          --         2,846,114     15,041,175        11,891,551     39,891,431        33,690,174     24,559,704           884,238 
                                                                                                                                  
   8,912,297        (4,620,592)   132,575,644        58,161,783    109,426,279        33,029,566    (16,326,801)         (659,907)
- ------------------------------   ------------------------------   ------------------------------   ------------------------------ 
   8,144,921        (1,852,824)   146,274,055        67,905,711    169,324,509        85,669,734      7,916,311           206,265 
- ------------------------------   ------------------------------   ------------------------------   ------------------------------ 
                                                                                                                                  
  32,976,492        11,571,920    185,814,571       164,255,730     66,141,090        76,583,041     43,175,072         4,513,492 
                                                                                                                                  
  (1,887,137)          (77,988)   (24,997,689)      (10,378,550)   (24,993,718)      (21,727,656)    (1,444,132)          (29,941)
      (1,777)               --        (18,116)          (38,688)       (20,499)          (19,036)          (950)               -- 
  14,456,676        34,125,847       (764,959)      172,227,639    (45,549,090)      (55,201,966)    56,804,430        12,627,842 
- ------------------------------   ------------------------------   ------------------------------   ------------------------------ 
                                                                                                                                  
  45,544,254        45,619,779    160,033,807       326,066,131     (4,422,217)         (365,617)    98,534,420        17,111,393 
- ------------------------------   ------------------------------   ------------------------------   ------------------------------ 
  53,689,175        43,766,955    306,307,862       393,971,842    164,902,292        85,304,117    106,450,731        17,317,658 
                                                                                                                                  
                                                                                                                                  
  43,766,955                --    635,115,607       241,143,765    565,711,393       480,407,276     17,317,658                -- 
- ------------------------------   ------------------------------   ------------------------------   ------------------------------ 
$ 97,456,130      $ 43,766,955   $941,423,469      $635,115,607   $730,613,685      $565,711,393   $123,768,389      $ 17,317,658 
==============================   ==============================   ==============================   ============================== 
                                                                                                                                  
                                                                                                                                  
  48,902,828                --    366,272,509       164,417,848    172,816,978       172,613,690     16,654,076                -- 
  36,775,163        13,681,504     99,349,760       101,043,809     17,600,471        25,301,831     36,243,458         4,747,541 
  (2,370,530)          (82,877)   (12,033,793)       (5,693,969)    (6,688,206)       (7,030,990)    (1,152,164)          (27,374)
  16,477,580        35,304,201       (415,986)      106,504,821    (12,663,586)      (18,067,553)    45,999,912        11,933,909 
- ------------------------------   ------------------------------   ------------------------------   ------------------------------ 
  99,785,041        48,902,828    453,172,490       366,272,509    171,065,657       172,816,978     97,745,282        16,654,076 
==============================   ==============================   ==============================   ============================== 

<CAPTION>
          DECEMBER 31:                     DECEMBER 31:                     DECEMBER 31:                     DECEMBER 31:         
- ------------------------------   ------------------------------   ------------------------------   ------------------------------ 
     1997             1996            1997             1996            1997             1996            1997             1996     
- ------------------------------   ------------------------------   ------------------------------   ------------------------------ 
<S>               <C>            <C>               <C>            <C>               <C>            <C>               <C>
$   0.976262      $   0.894978   $   2.076503      $   1.733324   $  4.269122       $   3.272588   $   1.265937      $   1.039845 
- ------------------------------   ------------------------------   ------------------------------   ------------------------------ 
$   0.927104      $   0.879630   $   1.829953      $   1.580931   $  2.577196       $   2.044683   $   1.202193      $   1.022013 
==============================   ==============================   ==============================   ============================== 
</TABLE>
<PAGE>   416
================================================================================
14                            FINANCIAL STATEMENTS
================================================================================

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                                                               AGSPC              
                                                                       FOUNDERS GROWTH FUND            GROWTH & INCOME FUND       
                                                                  ------------------------------   ------------------------------ 
                                                                            DIVISION 30                     DIVISION 16           
                                                                  ------------------------------   ------------------------------
                                                                        1997           1996*            1997            1996      
                                                                  ------------------------------   ------------------------------ 
<S>                                                               <C>               <C>            <C>               <C>
OPERATIONS:                                                                                                                       
Net investment income (loss)...................................   $   (229,837)     $    (28,065)  $ (1,206,116)     $   (402,222)
Net realized gain on investments...............................        270,661                --      3,270,580           483,596 
Capital gains distributions from mutual funds..................     21,678,474         2,106,129      2,863,622         3,131,642 
Net unrealized appreciation (depreciation)                                                                                        
   of investments during the year..............................     (6,466,051)       (1,697,540)    38,217,716        19,205,904 
                                                                  ------------------------------   ------------------------------ 
     Increase in net assets resulting from operations..........     15,253,247           380,524     43,145,802        22,418,920 
                                                                  ------------------------------   ------------------------------ 
PRINCIPAL TRANSACTIONS:                                                                                                           
Purchase payments..............................................     54,770,398         8,595,522     44,825,180        41,180,652 
Surrenders of accumulation units by terminations,                                                                                 
   withdrawals, and maintenance fees...........................     (1,863,811)          (36,494)    (8,344,519)       (2,962,157)
Annuity benefit payments.......................................            (66)               --         (2,954)           (1,598)
Amounts transferred (to) from VALIC general account............     70,189,987        23,178,924      5,944,261        43,756,812 
                                                                  ------------------------------   ------------------------------ 
     Increase (decrease) in net assets                                                                                            
       resulting from principal transactions...................    123,096,508        31,737,952     42,421,968        81,973,709 
                                                                  ------------------------------   ------------------------------ 
TOTAL INCREASE IN NET ASSETS...................................    138,349,755        32,118,476     85,567,770       104,392,629 
                                                                                                                                  
NET ASSETS:                                                                                                                       
Beginning of year..............................................     32,118,476                --    171,528,205        67,135,576 
                                                                  ------------------------------   ------------------------------ 
End of year....................................................   $170,468,231      $ 32,118,476   $257,095,975      $171,528,205 
                                                                  ==============================   ============================== 
CHANGE IN UNITS OUTSTANDING:                                                                                                      
Accumulation units beginning of year...........................     31,197,464                --    108,341,635        51,779,089
Purchase payments..............................................     45,575,203         9,274,157     24,988,066        28,095,895
Surrenders.....................................................     (1,491,261)          (32,596)    (4,697,640)       (1,842,881)
Transfers - interdivision and (to) from VALIC general account..     56,885,756        21,955,903      3,802,494        30,309,532
                                                                  ------------------------------   ------------------------------
Accumulation units end of year.................................    132,167,162        31,197,464    132,434,555       108,341,635
                                                                  ==============================   ==============================
                                                                  

<CAPTION>
                                                                           DECEMBER 31:                      DECEMBER 31:         
                                                                  ------------------------------   ------------------------------ 
                                                                        1997            1996             1997           1996      
                                                                  ------------------------------   ------------------------------ 
<S>                                                               <C>               <C>            <C>               <C>
Accumulation unit value........................................   $   1.289513      $   1.029522   $   1.940905      $   1.583056 
                                                                  ------------------------------   ------------------------------ 
Annuity unit value assuming a 3.5% discount factor.............   $   1.224581      $   1.011867   $   1.710454      $   1.443874 
                                                                  ==============================   ============================== 
</TABLE>

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


SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>   417
================================================================================
                               SEPARATE ACCOUNT A                             15
================================================================================


<TABLE>
<CAPTION>
             AGSPC                                              
     SOCIAL AWARENESS FUND                          AGSPC STOCK INDEX FUND                      
- ------------------------------   ---------------------------------------------------------------
          DIVISION 12                     DIVISION 10A                     DIVISION 10B          
- ------------------------------   ------------------------------   ------------------------------ 
     1997            1996             1997            1996             1997           1996       
- ------------------------------   ------------------------------   ------------------------------ 
<S>               <C>            <C>               <C>            <C>             <C>           
$    281,520      $    546,469   $  2,030,016      $  3,186,584   $    399,877      $    462,074 
   1,158,707           778,115     23,392,823        12,767,086      2,137,197         2,085,848 
   9,560,562        10,715,745      2,365,369         2,739,498        185,844           222,372 
                                                                                                 
  33,369,211         4,483,540     89,338,679        51,675,655      6,910,324         3,182,195 
- ------------------------------   ------------------------------   ------------------------------ 
  44,370,000        16,523,869    117,126,887        70,368,823      9,633,242         5,952,489 
- ------------------------------   ------------------------------   ------------------------------ 
                                                                                                 
  44,746,508        18,543,307      3,670,819         4,265,439        231,218           501,306 
                                                                                                 
  (5,475,293)       (3,798,307)   (24,373,318)      (22,309,652)    (2,331,031)       (2,364,484)
           -                 -     (1,717,390)       (1,401,028)      (285,785)         (250,350)
  55,022,728        13,547,350     (3,572,644)      (13,443,730)    (1,027,537)       (1,406,730)
- ------------------------------   ------------------------------   ------------------------------ 
                                                                                                 
  94,293,943        28,292,350    (25,992,533)      (32,888,971)    (3,413,135)       (3,520,258)
- ------------------------------   ------------------------------   ------------------------------ 
 138,663,943        44,816,219     91,134,354        37,479,852      6,220,107         2,432,231 
                                                                                                 
                                                                                                 
 104,916,029        60,099,810    378,649,029       341,169,177     30,725,924        28,293,693 
- ------------------------------   ------------------------------   ------------------------------ 
$243,579,972      $104,916,029   $469,783,383      $378,649,029   $ 36,946,031      $ 30,725,924 
==============================   ==============================   ============================== 
                                                                                                 
                                                                                                 
  46,574,016        32,750,120     27,379,389        29,995,363      1,380,401         1,560,525 
  16,505,152         9,143,695        226,321           323,038          9,647            26,729 
  (1,970,414)       (1,827,332)    (1,529,579)       (1,822,126)       (92,576)         (123,291)
  20,468,350         6,507,533       (240,198)       (1,116,886)       (40,498)          (83,562)
- ------------------------------   ------------------------------   ------------------------------ 
  81,577,104        46,574,016     25,835,933        27,379,389      1,256,974         1,380,401 
==============================   ==============================   ============================== 

<CAPTION>
         DECEMBER 31:                     DECEMBER 31:                     DECEMBER 31:         
- ------------------------------   ------------------------------   ------------------------------
     1997            1996             1997             1996            1997           1996      
- ------------------------------   ------------------------------   ------------------------------
<S>               <C>            <C>               <C>            <C>             <C>           
$   2.985333      $   2.252673   $  17.679054      $  13.413891   $   27.956641   $  21.070956  
- ------------------------------   ------------------------------   ------------------------------
$   2.248428      $   1.755941   $   4.932202      $   3.873132   $    6.632506   $   5.173716  
==============================   ==============================   ==============================
</TABLE>
<PAGE>   418
================================================================================
16                            FINANCIAL STATEMENTS
================================================================================

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                                      AGSPC Stock Index Fund
                                                                ------------------------------------------------------------------ 
                                                                         DIVISION 10C                        DIVISION 10D          
                                                                ---------------------------------   ------------------------------ 
                                                                      1997             1996              1997            1996      
                                                                ---------------------------------   ------------------------------ 
<S>                                                             <C>                <C>              <C>               <C>
OPERATIONS:                                                    
Net investment income (loss)................................... $    9,342,792     $   11,741,408   $    222,212      $    363,909 
Net realized gain on investments...............................     19,691,626         10,129,542      3,421,747         2,391,364 
Capital gains distributions from mutual funds..................     11,611,427         11,061,404        249,976           307,213 
Net unrealized appreciation (depreciation)                                                                                         
   of investments during the year..............................    475,943,738        222,475,966      9,003,055         4,964,983 
                                                                ---------------------------------   ------------------------------ 
     Increase in net assets resulting from operations..........    516,589,583        255,408,320     12,896,990         8,027,469 
                                                                ---------------------------------   ------------------------------ 
PRINCIPAL TRANSACTIONS:                                                                                                            
Purchase payments..............................................    264,734,800        210,185,191        789,193         1,004,698 
Surrenders of accumulation units by terminations,                                                                                  
   withdrawals, and maintenance fees...........................    (73,944,144)       (49,624,470)    (2,598,402)       (2,219,367)
Annuity benefit payments.......................................       (120,896)           (61,625)       (13,201)          (10,433)
Amounts transferred (to) from VALIC general account............     72,721,787         47,055,243     (3,872,680)       (5,536,446)
                                                                ---------------------------------   ------------------------------ 
     Increase (decrease) in net assets                                                                                             
       resulting from principal transactions...................    263,391,547        207,554,339     (5,695,090)       (6,761,548)
                                                                ---------------------------------   ------------------------------ 
TOTAL INCREASE IN NET ASSETS...................................    779,981,130        462,962,659      7,201,900         1,265,921 
                                                                                                                                   
NET ASSETS:                                                                                                                        
Beginning of year..............................................  1,530,346,370      1,067,383,711     42,471,127        41,205,206 
                                                                ---------------------------------   ------------------------------ 
End of year.................................................... $2,310,327,500     $1,530,346,370   $ 49,673,027      $ 42,471,127 
                                                                =================================   ============================== 
CHANGE IN UNITS OUTSTANDING:                                                                                                       
Accumulation units beginning of year...........................    536,806,965        455,255,243      8,381,704         9,885,873 
Purchase payments..............................................     77,757,636         80,768,570        132,628           231,458 
Surrenders.....................................................    (20,920,257)       (18,096,464)      (430,026)         (486,940)
Transfers - interdivision and (to) from VALIC general account..     21,408,780         18,879,616       (645,769)       (1,248,687)
                                                                ---------------------------------   ------------------------------ 
Accumulation units end of year.................................    615,053,124        536,806,965      7,438,537         8,381,704 
                                                                =================================   ============================== 

<CAPTION>
                                                                           DECEMBER 31:                       DECEMBER 31:        
                                                                ---------------------------------   ------------------------------
                                                                      1997              1996              1997            1996    
                                                                ---------------------------------   ------------------------------
<S>                                                             <C>                <C>              <C>               <C>
Accumulation unit value........................................ $     3.753436     $     2.848437   $   6.652806      $   5.049088
                                                                ---------------------------------   ------------------------------
Annuity unit value assuming a 3.5% discount factor............. $     2.655080     $     2.085358   $   3.860513      $   3.032347
                                                                =================================   ==============================
</TABLE>

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



SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>   419
================================================================================
                               SEPARATE ACCOUNT A                             17
================================================================================

<TABLE>
<CAPTION>
       NEUBERGER&BERMAN                SCUDDER GROWTH AND                                              
        GUARDIAN TRUST                    INCOME FUND                     VANGUARD/WINDSOR II          
- ------------------------------   --------------------------------   --------------------------------   
         DIVISION 29                      DIVISION 21                         DIVISION 24              
- ------------------------------   --------------------------------   --------------------------------   
     1997            1996*            1997            1996*              1997            1996*         
- ------------------------------   --------------------------------   --------------------------------   
<S>               <C>            <C>                <C>             <C>                <C>             
$    (99,741)     $     15,594   $   1,085,048      $     120,254   $   3,037,913      $     488,057   
     406,993            10,864         269,953             22,419         741,743             11,774   
   3,161,542           128,127       8,952,194            607,596      18,541,072          1,554,790   
                                                                                                       
  (1,574,737)          348,451       4,003,711             84,718      16,110,878           (217,368)  
- ------------------------------   --------------------------------   --------------------------------   
   1,894,057           503,036      14,310,906            834,987      38,431,606          1,837,253   
- ------------------------------   --------------------------------   --------------------------------   
                                                                                                       
  14,861,097         2,108,685      37,754,331          4,643,308      82,698,118         10,178,409   
                                                                                                       
    (661,852)          (21,439)     (1,502,937)           (23,004)     (3,075,223)          (103,527)  
          --                --          (2,106)                --          (1,497)                --   
  21,010,215         6,613,024      66,400,722         12,968,194     115,544,417         29,887,643   
- ------------------------------   --------------------------------   --------------------------------   
                                                                                                       
  35,209,460         8,700,270     102,650,010         17,588,498     195,165,815         39,962,525   
- ------------------------------   --------------------------------   --------------------------------   
  37,103,517         9,203,306     116,960,916         18,423,485     233,597,421         41,799,778   
                                                                                                       
                                                                                                       
   9,203,306                --      18,423,485                 --      41,799,778                 --   
- ------------------------------   --------------------------------   --------------------------------   
$ 46,306,823      $  9,203,306   $ 135,384,401      $  18,423,485   $ 275,397,199      $  41,799,778   
==============================   ================================   ================================   
                                                                                                       
                                                                                                       
   8,211,592                --      16,524,046                 --      37,292,761                 --   
  11,711,541         2,109,025      28,874,922          4,726,075      63,199,633         10,359,662   
    (501,980)          (19,267)     (1,088,301)           (21,254)     (2,242,658)           (91,924)  
  15,985,510         6,121,834      49,915,317         11,819,225      89,680,132         27,025,023   
- ------------------------------   --------------------------------   --------------------------------   
  35,406,663         8,211,592      94,225,984         16,524,046     187,929,868         37,292,761   
==============================   ================================   ================================   

<CAPTION>
         DECEMBER 31:                      DECEMBER 31:                       DECEMBER 31:          
- ------------------------------   --------------------------------   --------------------------------
     1997             1996             1997            1996               1997            1996      
- ------------------------------   --------------------------------   --------------------------------
<S>               <C>            <C>                <C>             <C>              <C>            
$   1.307438      $   1.120770   $    1.436011      $    1.114950   $    1.464949     $     1.120855    
- ------------------------------   --------------------------------   --------------------------------
$   1.241604      $   1.101550   $    1.363703      $    1.095830   $    1.391183     $     1.101634    
==============================   ================================   ================================

<CAPTION>
        TEMPLETON ASSET          
        ALLOCATION FUND          
- -------------------------------- 
         DIVISION 19             
- -------------------------------- 
     1997            1996        
- -------------------------------- 
<S>                <C>           
$   2,826,899      $   1,458,222 
      982,063            430,651 
   11,661,872          2,566,073 
                                 
   13,366,704         19,843,521 
- -------------------------------- 
   28,837,538         24,298,467 
- -------------------------------- 
                                 
                                 
   61,278,823         46,026,342 
                                 
   (9,457,167)        (3,839,217)
      (19,742)           (39,584)
   41,633,946         33,529,527 
- -------------------------------- 
                                 
   93,435,860         75,677,068 
- -------------------------------- 
  122,273,398         99,975,535 
                                 
                                 
  194,600,887         94,625,352 
- -------------------------------- 
$ 316,874,285      $ 194,600,887 
================================ 
                                 
                                 
  137,384,670         78,494,505 
   38,574,901         35,369,271 
   (5,822,716)        (2,676,756)
   26,014,091         26,197,650 
- -------------------------------- 
  196,150,946        137,384,670 
================================ 

<CAPTION>
          DECEMBER 31:
- --------------------------------
     1997            1996
- --------------------------------
<C>             <C>
$    1.613943   $   1.414844
- --------------------------------
$    1.432259   $   1.299474
================================
</TABLE>
<PAGE>   420
================================================================================
18                            FINANCIAL STATEMENTS
================================================================================

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                       AGSPC                   
                                                                  ASSET ALLOCATION              
                                                                        FUND                         VANGUARD/WELLINGTON FUND
                                                          --------------------------------       --------------------------------
                                                                     DIVISION 5                             DIVISION 25
                                                          --------------------------------       --------------------------------
                                                                 1997            1996                   1997            1996*
                                                          --------------------------------       --------------------------------
<S>                                                       <C>                <C>                 <C>                <C>
OPERATIONS:
Net investment income.................................... $   3,768,356      $   4,134,407       $   3,011,918      $     326,600
Net realized gain (loss) on investments..................     5,941,975          7,668,485             713,048                 --
Capital gains distributions from mutual funds............    10,546,782         18,741,770           7,375,024            818,129
Net unrealized appreciation (depreciation)
   of investments during the year........................    14,486,554        (13,565,417)          3,998,391           (444,072)
                                                          --------------------------------       --------------------------------
     Increase (decrease) in net assets resulting 
        from operations..................................    34,743,667         16,979,245          15,098,381            700,657
                                                          --------------------------------       --------------------------------
PRINCIPAL TRANSACTIONS:
Purchase payments........................................    11,497,764         15,126,160          51,882,204          7,042,246
Surrenders of accumulation units by terminations,
   withdrawals, and maintenance fees.....................   (10,611,952)       (11,037,733)         (2,456,686)           (12,075)
Annuity benefit payments.................................        (8,301)            (7,329)                (68)                --
Amounts transferred (to) from VALIC general account......   (24,272,661)       (30,784,573)         66,331,198         17,458,690
                                                          --------------------------------       --------------------------------
     Increase (decrease) in net assets
       resulting from principal transactions.............   (23,395,150)       (26,703,475)        115,756,648         24,488,861
                                                          --------------------------------       --------------------------------
TOTAL INCREASE (DECREASE) IN NET ASSETS..................    11,348,517         (9,724,230)        130,855,029         25,189,518

NET ASSETS:
Beginning of year........................................   173,229,475        182,953,705          25,189,518                 --
                                                          --------------------------------       --------------------------------
End of year.............................................. $ 184,577,992      $ 173,229,475       $ 156,044,547      $  25,189,518
                                                          ================================       ================================
CHANGE IN UNITS OUTSTANDING:
Accumulation units beginning of year.....................    65,292,617         75,851,431          22,866,634                 --
Purchase payments........................................     3,898,053          6,003,535          42,072,769          7,335,077
Surrenders...............................................    (3,591,047)        (4,376,494)         (1,913,812)           (12,748)
Transfers - interdivision and (to) from VALIC 
   general account.......................................    (8,292,272)       (12,185,855)         53,404,190         15,544,305
                                                          --------------------------------       --------------------------------
Accumulation units end of year...........................    57,307,351         65,292,617         116,429,781         22,866,634
                                                          ================================       ================================

<CAPTION>
                                                                     DECEMBER 31:                          DECEMBER 31:
                                                          --------------------------------       --------------------------------
                                                                 1997            1996                   1997            1996
                                                          --------------------------------       --------------------------------
<S>                                                       <C>                <C>                 <C>                <C>
Accumulation unit value.................................. $    3.219282      $    2.651899       $    1.340109      $    1.101584
                                                          --------------------------------       --------------------------------
Annuity unit value assuming a 3.5% discount factor....... $    1.971210      $    1.680570       $    1.272630      $    1.082693
                                                          ================================       ================================
</TABLE>



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


SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>   421
================================================================================
                               SEPARATE ACCOUNT A                             19
================================================================================


<TABLE>
<CAPTION>
            AGSPC                                                                                             AGSPC              
   INTERNATIONAL GOVERNMENT                                     AGSPC                                 GOVERNMENT SECURITIES      
          BOND FUND                                   CAPITAL CONSERVATION FUND                               FUND               
- --------------------------------   -------------------------------------------------------------  ------------------------------ 
          DIVISION 13                        DIVISION 1                     DIVISION 7                      DIVISION 8           
- --------------------------------   ----------------------------   ------------------------------  ------------------------------ 
     1997               1996            1997            1996           1997            1996            1997            1996      
- --------------------------------   ----------------------------   ------------------------------  ------------------------------ 
<S>                <C>             <C>              <C>           <C>               <C>           <C>               <C>          
$   4,595,764      $   6,561,676   $   344,608      $   385,044   $  2,913,560      $  3,053,956  $  4,230,305      $  4,076,937 
   (3,911,328)         1,815,703        23,005           60,355       (805,486)         (425,696)     (985,278)         (378,294)
      136,607            295,588            --               --             --                --            --                -- 
                                                                                                                                 
  (11,068,351)        (2,362,017)       90,579         (428,426)     1,739,391        (2,170,354)    3,130,717        (2,658,037)
- --------------------------------   ----------------------------   ------------------------------  ------------------------------ 
  (10,247,308)         6,310,950       458,192           16,973      3,847,465           457,906     6,375,744         1,040,606 
- --------------------------------   ----------------------------   ------------------------------  ------------------------------ 
                                                                                                                                 
   40,582,861         48,300,297       366,816          280,092      7,324,860        10,990,401    12,424,460        18,451,360 
                                                                                                                                 
   (6,757,210)        (4,925,561)     (389,473)        (624,478)    (3,026,469)       (2,515,394)   (3,958,609)       (3,354,710)
         (274)               (33)         (526)            (512)            --                --            --                -- 
  (35,550,483)        16,174,338      (509,353)        (953,654)    (8,016,607)       (7,231,500)  (12,246,246)       (2,269,092)
- --------------------------------   ----------------------------   ------------------------------  ------------------------------ 
                                                                                                                                 
   (1,725,106)        59,549,041      (532,536)      (1,298,552)    (3,718,216)        1,243,507    (3,780,395)       12,827,558 
- --------------------------------   ----------------------------   ------------------------------  ------------------------------ 
  (11,972,414)        65,859,991       (74,344)      (1,281,579)       129,249         1,701,413     2,595,349        13,868,164 
                                                                                                                                 
                                                                                                                                 
  178,172,171        112,312,180     6,501,870        7,783,449     55,289,479        53,588,066    85,571,939        71,703,775 
- --------------------------------   ----------------------------   ------------------------------  ------------------------------ 
$ 166,199,757      $ 178,172,171   $ 6,427,526      $ 6,501,870   $ 55,418,728      $ 55,289,479  $ 88,167,288      $ 85,571,939 
================================   ============================   ==============================  ============================== 
                                                                                                                                 
                                                                                                                                 
  112,601,593         73,369,250     1,991,536        2,402,085     30,286,494        29,573,808    47,130,169        39,847,053 
   27,009,353         31,815,367       109,285           87,169      3,840,755         6,098,740     6,646,726        10,391,393 
   (4,696,042)        (3,112,236)     (116,952)        (196,821)    (1,555,673)       (1,343,357)   (2,143,349)       (1,871,516)
  (23,434,313)        10,529,212      (151,908)        (300,897)    (4,328,978)       (4,042,697)   (6,598,652)       (1,236,761)
- --------------------------------   ----------------------------   ------------------------------  ------------------------------ 
  111,480,591        112,601,593     1,831,961        1,991,536     28,242,598        30,286,494    45,034,894        47,130,169 
================================   ============================   ==============================  ============================== 
</TABLE>

<TABLE>
<CAPTION>
           DECEMBER 31:                    DECEMBER 31:                     DECEMBER 31:                   DECEMBER 31:         
- --------------------------------   ----------------------------   ------------------------------  ------------------------------
      1997             1996             1997            1996           1997            1996             1997           1996     
- --------------------------------   ----------------------------   ------------------------------  ------------------------------
<S>                <C>             <C>              <C>           <C>               <C>           <C>               <C>         
$    1.490645      $    1.582230   $ 3.505970       $  3.262402   $  1.962239       $   1.825549  $   1.957755      $  1.815651 
- --------------------------------   ----------------------------   ------------------------------  ------------------------------
$    1.203136      $    1.321708   $ 1.863379       $  1.794552   $  1.303657       $   1.255251  $   1.300676      $  1.248443 
================================   ============================   ==============================  ==============================
</TABLE>
                                                                          
                                                                          


<PAGE>   422
================================================================================
20                            FINANCIAL STATEMENTS
================================================================================

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                    VANGUARD FIXED INCOME          VANGUARD FIXED INCOME     
                                                                    SECURITIES FUND - L/T          SECURITIES FUND - L/T     
                                                                     CORPORATE PORTFOLIO          U.S. TREASURY PORTFOLIO    
                                                                ------------------------------  ---------------------------- 
                                                                         DIVISION 22                     DIVISION 23         
                                                                ------------------------------  ---------------------------- 
                                                                     1997            1996*           1997            1996*   
                                                                ------------------------------  ---------------------------- 
<S>                                                             <C>             <C>             <C>             <C>
OPERATIONS:                                                                                                                  
Net investment income.......................................... $    506,655      $     36,167  $     567,564   $     46,282 
Net realized gain on investments...............................       36,716             2,260         94,335          2,349 
Capital gains distributions from mutual funds..................      156,984            31,298             --             -- 
Net unrealized appreciation (depreciation)                                                                                   
   of investments during the year..............................      643,127           (11,407)     1,066,785         33,654 
                                                                ------------------------------  ---------------------------- 
     Increase in net assets resulting from operations..........    1,343,482            58,318      1,728,684         82,285 
                                                                ------------------------------  ---------------------------- 
PRINCIPAL TRANSACTIONS:                                                                                                      
Purchase payments..............................................    6,013,744         1,030,635      6,985,216      1,117,289 
Surrenders of accumulation units by terminations,                                                                            
   withdrawals, and maintenance fees...........................     (167,812)           (3,212)      (265,787)        (9,447)
Annuity benefit payments.......................................           --                --           (176)            -- 
Amounts transferred (to) from VALIC general account............    9,719,778         2,445,116     10,813,576      3,186,574 
                                                                ------------------------------  ---------------------------- 
     Increase (decrease) in net assets                                                                                       
       resulting from principal transactions...................   15,565,710         3,472,539     17,532,829      4,294,416 
                                                                ------------------------------  ---------------------------- 
TOTAL INCREASE (DECREASE) IN NET ASSETS........................   16,909,192         3,530,857     19,261,513      4,376,701 
                                                                                                                             
NET ASSETS:                                                                                                                  
Beginning of year..............................................    3,530,857                --      4,376,701             -- 
                                                                ------------------------------  ---------------------------- 
End of year.................................................... $ 20,440,049      $  3,530,857  $  23,638,214   $  4,376,701 
                                                                ==============================  ============================ 
CHANGE IN UNITS OUTSTANDING:                                                                                                 
Accumulation units beginning of year...........................    3,370,441                --      4,174,369             -- 
Purchase payments..............................................    5,633,849         1,099,573      6,619,458      1,138,211 
Surrenders.....................................................     (151,626)           (3,347)      (227,789)        (9,203)
Transfers - interdivision and (to) from VALIC general account..    8,518,743         2,274,215      9,475,882      3,045,361 
                                                                ------------------------------  ---------------------------- 
Accumulation units end of year.................................   17,371,407         3,370,441     20,041,920      4,174,369 
                                                                ==============================  ============================ 

<CAPTION>
                                                                          DECEMBER 31:                   DECEMBER 31:       
                                                                ------------------------------  ----------------------------
                                                                       1997          1996            1997           1996    
                                                                ------------------------------  ----------------------------
<S>                                                             <C>             <C>             <C>             <C>
Accumulation unit value........................................ $    1.176649   $   1.047595    $    1.178938   $   1.048470
                                                                ------------------------------  ----------------------------
Annuity unit value assuming a 3.5% discount factor............. $    1.117400   $   1.029630    $    1.119575   $   1.030490
                                                                ==============================  ============================
</TABLE>

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


SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>   423
================================================================================
                               SEPARATE ACCOUNT A                             21
================================================================================


<TABLE>
<CAPTION>
                            AGSPC      
                      MONEY MARKET FUND
- ------------------------------------------------------------ 
         DIVISION 2                      DIVISION 6          
- ----------------------------    ---------------------------- 
     1997            1996            1997           1996     
- ----------------------------    ---------------------------- 
<S>              <C>            <C>             <C>                      
$   188,513      $   216,537    $   5,293,164   $  3,525,805 
         --               --               --             -- 
         --               --               --             -- 
                                                             
         --               --               --             -- 
- ----------------------------    ---------------------------- 
    188,513          216,537        5,293,164      3,525,805 
- ----------------------------    ---------------------------- 
                                                             
    123,738          163,293       58,442,609     40,448,483 
                                                             
   (277,223)        (465,203)     (16,317,039)   (13,617,200)
         --               --           (1,592)        (1,584)
   (334,772)      (1,426,148)     (27,271,186)    10,145,727 
- ----------------------------    ---------------------------- 
                                                             
   (488,257)      (1,728,058)      14,852,792     36,975,426 
- ----------------------------    ---------------------------- 
   (299,744)      (1,511,521)      20,145,956     40,501,231 
                                                             
                                                             
  4,879,501        6,391,022      120,758,626     80,257,395 
- ----------------------------    ---------------------------- 
$ 4,579,757      $ 4,879,501    $ 140,904,582   $120,758,626 
============================    ============================ 
                                                             
                                                             
  2,142,534        2,917,361       75,124,095     51,907,757 
     53,405           73,255       35,256,772     25,572,924 
   (119,264)        (208,252)     (10,205,685)    (8,565,366)
   (145,236)        (639,830)     (15,992,661)     6,208,780 
- ----------------------------    ---------------------------- 
  1,931,439        2,142,534       84,182,521     75,124,095 
============================    ============================ 

<CAPTION>                                                             
        DECEMBER 31:                     DECEMBER 31:        
- ----------------------------    ---------------------------- 
    1997            1996            1997            1996     
- ----------------------------    ---------------------------- 
<S>              <C>            <C>             <C>                      
$  2.371163      $  2.277444    $    1.673590   $   1.607212 
- ----------------------------    ---------------------------- 
$  1.407542      $  1.399179    $    1.099730   $   1.093041 
============================    ============================ 
</TABLE>



                                                                      
                                                                      
<PAGE>   424
================================================================================
22                        NOTES TO FINANCIAL STATEMENTS
================================================================================

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 Asset Allocation Fund (formerly 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)

     American Century - 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 assumed investment rates between 3.0% and 6.0%,
as regulated by the applicable state laws.

<PAGE>   425
================================================================================
                               SEPARATE ACCOUNT A                             23
================================================================================

NOTE C -- TRANSACTIONS WITH AFFILIATES

   VALIC serves as investment adviser, transfer agent, and accounting services
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 21, 26 through 30 and
Division 32, 0.25%; for Division 31, 0.20% (effective December 8, 1997 the
expense reduction for Division 31 became 0.20% on the first $75,000,000, and
0.25% on the excess over $75,000,000); for Division 18, 0.15% (commencing
July 1, 1997).

   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, 1997 and December 31, 1996, VALIC reduced expenses of
Division 10B by $85,996 and $73,695, 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 $4,510,903 and $3,625,368 for the years ended December
31, 1997, and December 31, 1996, respectively.

   VALIC received surrender charges of $2,769,370 and $1,998,356 for the years
ended December 31, 1997 and December 31, 1996, respectively. In addition, VALIC
received $63,727 and $7,426 for the year ended December 31, 1997, in sales load
on variable annuity purchase payments for Divisions 10A and 10B, respectively.
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.

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, 1997:

<TABLE>
<CAPTION>
                                                                                                                       UNREALIZED
                                                                     MARKET                                           APPRECIATION
UNDERLYING FUND                            DIVISION      SHARES       PRICE        MARKET              COST          (DEPRECIATION)
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>          <C>            <C>      <C>              <C>               <C>          
AGSPC International Equities Fund........     11        14,442,247   $ 10.56   $   152,510,209   $   159,616,851        (7,106,642)
Putnam Global Growth Fund................     28         5,907,316      9.96        58,836,553        66,932,273        (8,095,720)
Templeton Foreign Fund...................     32        18,158,539      9.95       180,677,558       195,842,767       (15,165,209)
Templeton International Fund.............     20        36,240,937     20.18       731,342,182       597,457,072       133,885,110
AGSPC Science & Technology Fund..........     17        45,443,952     20.05       911,151,116       863,149,718        48,001,398
AGSPC Small Cap Index Fund...............     14        13,430,059     17.18       230,728,350       186,936,772        43,791,578
Dreyfus Small Cap Portfolio..............     18        14,882,781     57.14       850,402,328       690,666,534       159,735,794
Putnam New Opportunities Fund............     26         3,383,421     48.65       164,603,317       147,777,228        16,826,089
Putnam OTC & Emerging Growth Fund........     27         6,050,956     16.11        97,480,884        93,189,180         4,291,704
AGSPC Growth Fund........................     15        46,551,005     20.22       941,261,746       711,090,283       230,171,463
AGSPC MidCap Index Fund..................      4        31,073,774     23.51       730,544,269       505,009,548       225,534,721
American Century - Twentieth Century
   Ultra Fund............................     31         4,523,746     27.30       123,498,148       140,484,856       (16,986,708)
Founders Growth Fund.....................     30         9,845,834     17.28       170,135,993       178,299,584        (8,163,591)
AGSPC Growth & Income Fund...............     16        13,572,839     18.93       256,933,935       190,630,650        66,303,285
AGSPC Social Awareness Fund..............     12        12,327,131     19.75       243,460,767       197,838,989        45,621,778
AGSPC Stock Index Fund...................  10A,B,C,D    96,544,410     29.70     2,867,368,593     1,632,114,793     1,235,253,800
Neuberger&Berman Guardian Trust..........     29         2,673,859     17.30        46,258,362        47,484,648        (1,226,286)
Scudder Growth and Income Fund...........     21         4,944,060     27.33       135,121,244       131,032,815         4,088,429
Vanguard/Windsor II......................     24         9,612,687     28.62       275,114,738       259,221,228        15,893,510
Templeton Asset Allocation Fund..........     19        14,174,679     22.35       316,804,111       272,387,404        44,416,707
AGSPC Asset Allocation Fund..............      5        14,166,349     13.02       184,445,969       161,483,128        22,962,841
Vanguard/Wellington Fund.................     25         5,288,776     29.45       155,754,286       152,199,967         3,554,319
AGSPC Intl Government Bond Fund..........     13        14,931,704     11.13       166,189,923       177,006,856       (10,816,933)
AGSPC Capital Conservation Fund..........    1 & 7       6,430,166      9.61        61,793,877        60,854,930           938,947
AGSPC Government Securities Fund.........      8         8,785,778     10.04        88,209,203        86,589,002         1,620,201
Vanguard Fixed Income Securities Fund:
   Long-Term Corporate Portfolio.........     22         2,205,013      9.26        20,418,430        19,786,709           631,721
   Long-Term U.S. Treasury Portfolio ....     23         2,249,389     10.64        23,933,498        22,833,059         1,100,439
AGSPC Money Market Fund..................    2 & 6     139,186,616      1.00       139,186,616       139,186,616                 -

                                                                                10,324,166,205     8,087,103,460     2,237,062,745
</TABLE>

<PAGE>   426
================================================================================
24                  NOTES TO FINANCIAL STATEMENTS - continued
================================================================================

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, 1997, the aggregate cost of purchases and
proceeds from sales of investments were:

<TABLE>
<CAPTION>
                                                                         PURCHASES            SALES
                                                                      ---------------------------------
<S>                                                                   <C>                <C>
AGSPC International Equities Fund Division 11 ................        $   86,790,464     $  122,541,754
Putnam Global Growth Fund Division 28 ........................            50,459,460          1,699,287
Templeton Foreign Fund Division 32 ...........................           160,310,836          2,593,318
Templeton International Fund Division 20 .....................           218,671,212         74,944,745
AGSPC Science & Technology Fund Division 17 ..................           258,533,591         72,590,864
AGSPC Small Cap Index Fund Division 14 .......................            52,449,672         26,841,519
Dreyfus Small Cap Portfolio Division 18 ......................           157,428,080         31,479,333
Putnam New Opportunities Fund Division 26 ....................            98,274,415          2,172,704
Putnam OTC & Emerging Growth Fund Division 27 ................            49,539,022          4,465,936
AGSPC Growth Fund Division 15 ................................           181,937,002         13,277,956
AGSPC MidCap Index Fund Division 4 ...........................            85,646,062         49,680,500
American Century - Twentieth Century Ultra Fund Division 31 ..           123,895,156          1,646,296
Founders Growth Fund Division 30 .............................           146,266,635          1,807,870
AGSPC Growth & Income Fund Division 16 .......................            51,440,343          7,278,659
AGSPC Social Awareness Fund Division 12 ......................           107,158,295          2,998,054
AGSPC Stock Index Fund:
   Division 10A ..............................................            21,747,453         42,886,487
   Division 10B ..............................................             1,302,470          4,114,905
   Division 10C ..............................................           322,262,616         37,384,769
   Division 10D ..............................................             2,169,786          7,370,870
Neuberger&Berman Guardian Trust Division 29 ..................            40,109,321          1,827,836
Scudder Growth and Income Fund Division 21 ...................           113,908,912          1,386,588
Vanguard/Windsor II Division 24 ..............................           219,813,022          2,987,200
Templeton Asset Allocation Fund Division 19 ..................           112,031,546          3,848,099
AGSPC Asset Allocation Fund Division 5 .......................            19,398,830         28,526,541
Vanguard/Wellington Fund Division 25 .........................           132,887,405          6,870,260
AGSPC International Government Bond Fund Division 13 .........            54,824,769         51,676,974
AGSPC Capital Conservation Fund:
   Division 1 ................................................               696,514            886,751
   Division 7 ................................................            10,599,204         11,407,082
AGSPC Government Securities Fund Division 8 ..................            14,228,467         13,735,066
Vanguard Fixed Income Securities Fund:
   Long-Term Corporate Portfolio Division 22 .................            17,995,829          1,785,593
   Long-Term U.S. Treasury Portfolio Division 23 .............            20,859,345          2,676,268
AGSPC Money Market Fund:
   Division 2 ................................................             2,451,062          2,794,492
   Division 6 ................................................           315,474,364        301,193,083
                                                                      ---------------------------------   
      Total ..................................................        $3,251,561,160     $  939,377,659
                                                                      =================================
</TABLE>


NOTE G -- YEAR 2000 (UNAUDITED)

    VALIC is in the process of modifying its information technology to be ready
for the year 2000. VALIC expects the project to be substantially complete by
late 1998. All costs associated with required modifications will be paid for by
VALIC.


<PAGE>   427
================================================================================
                         REPORT OF INDEPENDENT AUDITORS                       25
================================================================================

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, 1997. 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 have audited the statements of changes in
net assets for the year ended December 31, 1997 and 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, 1997, 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, 1997, 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
February 6, 1998
    
<PAGE>   428
 
                  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 --
 
   
                Statement of Net Assets
    
 
                Statement of Operations
 
                Statements of Changes in Net Assets
 
   
                Notes to Financial Statements
    
 
   
                Report of Independent Auditors
    
 
   
       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>   429
 
     (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).
          4(b)(vi).      -- Specimen Endorsement to Group Annuity Contract or
                            Certificate of Participation under Group Annuity
                            Contract. (Form UITG-194-RSAC), effective upon issu-
                            ance; incorporated herein by reference to Post-Effective
                            Amendment. No. 11 filed with the SEC on December 23, 1997
                            (File No. 33-75292/811-3240).
          5(a)(i).       -- Specimen Application for Portfolio Director/Portfolio
                            Director 2 Fixed and Variable Annuity for use with all
                            plan types except Individual Retirement Annuities (IRA),
                            Simplified Employee Pension Plan (SEP), and Non-Qualified
                            Deferred Annuities (NQDA).
          5(a)(ii).      -- Specimen Application for Portfolio Director/Portfolio
                            Director 2 Fixed and Variable Annuity for use with
                            Individual Retirement Annuities (IRA), Simplified
                            Employee Pension Plans (SEP), and Non-Qualified Deferred
                            Annuities (NQDA).
          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).
</TABLE>
    
 
                                       C-2
<PAGE>   430
 
   
<TABLE>
<C>                        <S>
            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).
            6(c).          -- Copy of Amended and Restated Bylaws of The Variable Annuity Life Insurance Company as
                              amended through March 4, 1992; incorporated herein by reference to Post-Effective
                              Amendment No. 11 filed with the SEC on December 23, 1997 (File No. 33-75292/811-3240).
            7.             -- Not Applicable.
            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).          -- (1) 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).
                              (2) Agreement between The Variable Annuity Life Insurance Company and The Dreyfus
                              Corporation dated July 1, 1997.
            8(c).          -- (1) 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).
                              (2) Amendment to Order Transmission Agreement between The Variable Annuity Life Insurance
                              Company and Scudder Service Corporation, effective July 1, 1997, incorporated herein by
                              reference to Post-Effective Amendment No. 11 filed with the SEC on December 23, 1997
                              (File No. 33-75292/811-3240).
            8(d).          -- (1) 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).
                              (2) Amendment No. 1 to Fund Participation Agreement between The Variable Annuity Life
                              Insurance Company and Putnam Mutual Funds Corp., effective August 18, 1997;
                              incorporated herein by reference to Post-Effective Amendment No. 11 filed with the SEC
                              on December 23, 1997 (File No. 33-75292/811-3240).
            8(e).          -- (1) 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).
                              (2) Amendment No. 1 to Fund Participation Agreement between The Variable Annuity Life
                              Insurance Company and American Century Mutual Funds, Inc. and American Century
                              Investment Management, Inc., effective December 8, 1997; incorporated herein by
                              reference to Post-Effective Amendment No. 11 filed with the SEC on December 23, 1997
                              (File No. 33-75292/811-3240).
            8(f).          -- (1) 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).
</TABLE>
    
 
                                       C-3
<PAGE>   431
   
<TABLE>
<C>                      <S>
                            (2) Consent to Assignment between The Variable Annuity Life
                            Insurance Company and Premier Mutual Fund Services, Inc.
                            dated April 1, 1998.
          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.
         10.             -- Consent of Independent Auditors.
         11.             -- Not Applicable.
         12.             -- Not Applicable.
         13.             -- Calculation of standard and nonstandard performance
                            information; incorporated herein by reference to
                            Post-Effective Amendment No. 11 filed with the SEC on
                            December 23, 1997 (File No. 33-75292/811-3240).
         14.             -- Not Applicable.
         15.             -- Supplemental Information 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.
         16(a).          -- Copies of manually signed powers of attorney for The
                            Variable Annuity Life Insurance Company Directors Robert
                            M. Devlin and Joe C. Osborne, 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 Craig R.
                            Rodby; incorporated herein by reference to Post-
                            Effective Amendment No. 11 filed with the SEC on December
                            23, 1997 (File No. 33-75292/811-3240).
         16(c).          -- Copy of manually signed power of attorney for The
                            Variable Annuity Life Insurance Company Director James S.
                            D'Agostino, Jr.; incorporated herein by reference to
                            Post-Effective Amendment No. 11 filed with the SEC on
                            December 23, 1997 (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).
         16(e).          -- Copy of manually signed powers of attorney for The
                            Variable Annuity Life Insurance Company Directors Brent
                            C. Nelson, Thomas L. West, Jr., Bruce R. Abrams, Michael
                            G. Atnip, John A. Graf, Patrick E. Grady and Richard W.
                            Scott.
</TABLE>
    
 
                                       C-4
<PAGE>   432
 
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>
James S. D'Agostino, Jr................  Senior Chairman of the Board of Directors, VALIC.
                                         Director and President, American General Corporation.
Thomas L. West, Jr.....................  Chairman and Chief Executive Officer, VALIC.
                                         Chairman of the Board of Directors, VAMCO.
Jon P. Newton..........................  Vice Chairman of the Board of Directors, VALIC. Vice
                                         Chairman of the Board of Directors, American General
                                         Corporation.
Craig R. Rodby.........................  Vice Chairman of the Board of Directors and Chief
                                         Financial Officer, VALIC.
John A. Graf...........................  Director and President, VALIC.
Robert M. Devlin.......................  Director, VALIC.
                                         Chairman of the Board of Directors and Chief Executive
                                         Officer, American General Corporation.
Bruce R. Abrams........................  Director and Executive Vice President -- Marketing, VALIC.
Michael G. Atnip.......................  Director and Executive Vice President -- Administration
                                         and Information Systems, VALIC.
Joe C. Osborne.........................  Director and Executive Vice President -- Marketing, VALIC.
                                         Director and President, VAMCO.
Patrick E. Grady.......................  Director, Senior Vice President and Treasurer, VALIC.
Brent C. Nelson........................  Director, Senior Vice President and Controller, VALIC.
Richard W. Scott.......................  Director, Vice President and Chief Investment Officer,
                                         VALIC.
                                         Executive Vice President and Chief Investment Officer,
                                         American General Corporation.
Dwight L. Cramer, II...................  Senior Vice President -- Specialty Markets, VALIC.
Stephen G. Kellison....................  Senior Vice President and Chief Actuary, VALIC.
Charles D. Robinson....................  Senior Vice President -- Institutional Marketing, VALIC.
Donald L. Sharps.......................  Senior Vice President -- Systems, VALIC.
Harry N. Bragg.........................  Vice President -- Strategic Systems, VALIC.
J. David Crank.........................  Vice President -- Group Plan Administration, VALIC.
Norman Jaskol..........................  Vice President and Managing Director -- Investments,
                                         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.
Norman A. Skinrood, Jr.................  Vice President -- Strategic Projects, VALIC.
Cynthia A. Toles.......................  Vice President and Secretary, VALIC.
                                         Director, Secretary and Assistant Treasurer, VAMCO.
William C. Vetterling..................  Vice President -- Sales Administration, VALIC.
</TABLE>
    
 
                                       C-5
<PAGE>   433
 
   
<TABLE>
<CAPTION>
          NAMES AND PRINCIPAL
           BUSINESS ADDRESS                      POSITIONS AND OFFICES HELD WITH DEPOSITOR
          -------------------                    -----------------------------------------
<S>                                      <C>
Garry B. Watts.........................  Vice President -- Independent Agents/Brokers.
William A. Wilson......................  Vice President -- Government Affairs, VALIC.
Jane E. Bates..........................  Chief Compliance Officer, VALIC.
                                         Treasurer and Chief Compliance Officer, 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 the
Portfolio Director 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 Registrant also supports benefits payable under the Portfolio Director
2 Variable Annuity Contracts investing in American General Series Portfolio
Company (the "Series Company"); American Century Investment Management, Inc.,
American Century -- Twentieth Century Ultra Fund; Founders Funds, Inc., Founders
Growth Fund; Neuberger&Berman Management, Inc., Neuberger&Berman Guardian Trust;
Putnam Investments; Putnam Global Growth Fund, New Opportunities Fund, and OTC &
Emerging Growth Fund; Scudder, Kemper Investments, Inc., Scudder Growth and
Income Fund; Templeton Funds, Inc., Templeton Foreign Fund, and The Vanguard
Group, Inc., Vanguard Fixed Income Securities Fund -- Long-Term Corporate
Portfolio, Vanguard Fixed Income Securities Fund -- Long-Term U.S. Treasury
Portfolio, Vanguard/Wellington Fund and Vanguard/Windsor II. The Registrant
votes shares held in the above Funds 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 an exhibit entitled,
"Subsidiaries of American General Corporation," of the Form 10-K of AGC filed
for the year ended December 31, 1997 (File No. 1-7981), which is incorporated
herein by reference.
    
 
ITEM 27. NUMBER OF CONTRACT OWNERS
 
   
     As of March 31, 1998, a date within 90 days prior to the date of filing,
there were 207,698 individual Contract Owners, 3,743 group Contract Owners of
the qualified Contracts, offered by the Portfolio Director prospectus of the
Registrant, and 15,608 individual Contract Owners and 12 group Contract Owners
of the non-qualified Contracts offered by the Portfolio Director prospectus. As
of a date within 90 days prior to the date of filing, there were 145,059
individual Contract Owners, 3,639 group Contract Owners of the qualified
Contracts, offered by the Portfolio Director 2 prospectus of the Registrant, and
0 individual Contract Owners and 0 group Contract Owners of the non-qualified
Contracts offered by the Portfolio Director 2 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").
                                       C-6
<PAGE>   434
 
     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 (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
                                       C-7
<PAGE>   435
 
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>
Thomas L. West, Jr.(1)...................  Chairman of the Board of Directors
Joe C. Osborne(1)........................  Director and President
Cynthia A. Toles(1)......................  Director, Secretary and Assistant
                                           Treasurer
Jane E. Bates(1).........................  Treasurer and Chief Compliance Officer
D. Lynne Walters(1)......................  Tax Officer
Todd M. Adams............................  Vice President
8500 Normandale Lake Blvd.
Suite 750
Bloomington, MN 55437
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
</TABLE>
    
 
                                       C-8
<PAGE>   436
 
<TABLE>
<CAPTION>
           NAME AND PRINCIPAL                        POSITIONS AND OFFICES
            BUSINESS ADDRESS                              WITH VAMCO
            ----------------                              ----------
<S>                                        <C>
Paige T. Davis...........................  Vice President
7310 Ritchie Highway
Suite 800
Glen Burnie, MD 21061
Fred Roberts.............................  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 M. Garrison........................  Vice President
Two International Plaza
Suite 601
Nashville, TN 37217
James K. Graham..........................  Vice President
1301 West Long Lake Road
Suite 340
Troy, MI 48098
James T. Griffin.........................  Vice President
3535 Grandview Parkway
Suite 200
Birmingham, AL 35243
Richard R. Gumpert.......................  Vice President
5400 LBJ Freeway
Suite 1340
Dallas, TX 75240
Ernest Jordan III........................  Vice President
4266 Interstate 55N
Suite 108
Jackson, MS 39211
Thomas N. Lange..........................  Vice President
10006 N. Dale Mabry Hwy.
Suite 113
Tampa, FL 33618
Alden D. Lewis...........................  Vice President
1800 S.W. First Avenue
Suite 505
Portland, OR 97201
David R. Lyle............................  Vice President
University Tower
3100 Tower Blvd.
Suite 1601, Box 50
Durham, NC 27707
Sharon J. Novickas.......................  Vice President
230 West Monroe
Suite 1900
Chicago, IL 60606
</TABLE>
 
                                       C-9
<PAGE>   437
 
<TABLE>
<CAPTION>
           NAME AND PRINCIPAL                        POSITIONS AND OFFICES
            BUSINESS ADDRESS                              WITH VAMCO
            ----------------                              ----------
<S>                                        <C>
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
11711 N. Meridian St.
Suite 300
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 charge 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 the variable annuity contracts may be accepted;
 
          2. To include either (1) as part of any application to purchase a
     contract offered by the prospectus, a space that an 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.
 
                                      C-10
<PAGE>   438
 
     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
the Section "Federal Tax Matters" in either the Prospectus or the Statement of
Additional Information 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 (the "Act") 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 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;
 
          (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.
 
                                      C-11
<PAGE>   439
 
     The Company has complied, and is complying, with the provisions of
paragraphs (a)-(d) above.
 
     The Company relies on an order issued by the Securities and Exchange
Commission on May 19, 1993 exempting it from the provisions of section 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 Optional
Retirement Program of the State University System of Florida ("Florida ORP") as
administered by the Division of Retirement of the Florida Department of
Management Services ("Division") in accordance with the following conditions:
 
          (a) include appropriate disclosure regarding the restrictions on
     redemption imposed by the Division in each registration statement,
     including the prospectus, relating to the Contracts issued in connection
     with the Florida ORP;
 
          (b) include appropriate disclosure regarding the restrictions on
     redemption imposed by the Division in any sales literature used in
     connection with the offer of Contracts to Eligible Employees;
 
          (c) instruct salespeople who solicit Eligible Employees to purchase
     the Contracts specifically to bring the restrictions on redemption imposed
     by the Division to the attention of the Eligible Employees;
 
          (d) obtain from each Participant in the Florida ORP who purchases a
     Contract, prior to or at the time of such purchase, a signed statement
     acknowledging the Participant's understanding: (i) of the restrictions on
     redemption imposed by the Division, and (ii) that other investment
     alternatives are available under the Florida ORP, to which the Participant
     may elect to transfer his or her Contract values.
 
     The Company has complied, and is complying, with the provisions of
paragraphs (a)-(d) above.
 
                                      C-12
<PAGE>   440
 
     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 27th day of April, 1998.
 
                                            THE VARIABLE ANNUITY LIFE
                                            INSURANCE COMPANY SEPARATE
                                              ACCOUNT A
 
                                            THE VARIABLE ANNUITY LIFE
                                            INSURANCE COMPANY
 
<TABLE>
<S>                                                    <C>
            Attest: /s/ CYNTHIA A. TOLES                            By: /s/ THOMAS L. WEST, JR.
   ----------------------------------------------        -------------------------------------------------
                  Cynthia A. Toles                                      Thomas L. West, Jr.
            Vice President and Secretary                       Chairman and Chief Executive Officer
</TABLE>
<PAGE>   441
 
     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 27th day of April, 1998.
 
                                            THE VARIABLE ANNUITY LIFE
                                            INSURANCE COMPANY
 
<TABLE>
<S>                                                    <C>
            Attest: /s/ CYNTHIA A. TOLES                            By: /s/ THOMAS L. WEST, JR.
   ----------------------------------------------        -------------------------------------------------
                  Cynthia A. Toles                                      Thomas L. West, Jr.
            Vice President and Secretary                       Chairman and Chief Executive Officer
</TABLE>
<PAGE>   442
 
     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
                      ---------                                      -----                        ----
<C>                                                    <S>                                 <C>
 
               /s/ THOMAS L. WEST, JR.                 Chairman and Chief Executive          April 27, 1998
- -----------------------------------------------------    Officer
                 Thomas L. West, Jr.
 
                  /s/ JOHN A. GRAF                     President and Director                April 27, 1998
- -----------------------------------------------------
                    John A. Graf
 
                 /s/ BRENT C. NELSON                   Senior Vice President, Controller     April 27, 1998
- -----------------------------------------------------    and Director
                   Brent C. Nelson
 
                 /s/ BRENT C. NELSON                   Principal Accounting Officer          April 27, 1998
- -----------------------------------------------------
                   Brent C. Nelson
 
                         **                            Senior Chairman of the Board of       April   , 1998
- -----------------------------------------------------    Directors
              James S. D'Agostino, Jr.
 
                          *                            Vice Chairman of the Board of         April   , 1998
- -----------------------------------------------------    Directors
                    Jon P. Newton
</TABLE>
<PAGE>   443
 
<TABLE>
<CAPTION>
                      SIGNATURE                                      TITLE                        DATE
                      ---------                                      -----                        ----
<C>                                                    <S>                                 <C>
 
                 /s/ CRAIG R. RODBY                    Vice Chairman of the Board of         April 27, 1998
- -----------------------------------------------------    Directors and Chief Financial
                   Craig R. Rodby                        Officer
 
                          *                            Executive Vice President --           April   , 1998
- -----------------------------------------------------    Marketing and Director
                   Bruce R. Abrams
 
                          *                            Executive Vice President --           April   , 1998
- -----------------------------------------------------    Administration and Information
                  Michael G. Atnip                       System and Director
 
                          *                            Executive Vice President --           April   , 1998
- -----------------------------------------------------    Marketing and Director
                   Joe C. Osborne
 
                          *                            Senior Vice President, Treasurer      April   , 1998
- -----------------------------------------------------    and Director
                  Patrick E. Grady
 
                          *                            Vice President, Chief Investment      April   , 1998
- -----------------------------------------------------    Officer and Director
                  Richard W. Scott
 
                          *                            Director                              April   , 1998
- -----------------------------------------------------
                  Robert M. Devlin
 
              *By: /s/ CYNTHIA A. TOLES                                                      April 27, 1998
   -----------------------------------------------
                  Cynthia A. Toles
                  Attorney-in-Fact
 
            **By: /s/ THOMAS L. WEST, JR.                                                    April 27, 1998
  ------------------------------------------------
                 Thomas L. West, Jr.
                  Attorney-in-Fact
</TABLE>
<PAGE>   444
 
                                 EXHIBIT INDEX
 
   
<TABLE>
<CAPTION>
                                                                               SEQUENTIALLY
                                                                                 NUMBERED
  EXHIBIT NO.                                                                     PAGES
  -----------                                                                  ------------
<C>              <S>                                                           <C>
   5(a)(i).      -- Specimen Application for Portfolio Director/Portfolio
                    Director 2 Fixed and Variable Annuity for use with all
                    plan types except Individual Retirement Annuities (IRA),
                    Simplified Employee-Pension Plans (SEP), and Non-Quali-
                    fied Deferred Annuities (NQDA).
   5(a)(ii).     -- Specimen Application for Portfolio Director/Portfolio
                    Director 2 Fixed and Variable Annuity for use with
                    Individual Retirement Annuities (IRA), Simplified
                    Employee Pension Plans (SEP), and Non-Qualified Deferred
                    Annuities (NQDA).
   8(b).         (2) Agreement between The Variable Annuity Life Insurance
                    Company and The Dreyfus Corporation dated July 1, 1997.
   8(f).         (2) Consent to Assignment between The Variable Annuity Life
                    Insurance Company and Premier Mutual Fund Services, Inc.
                    dated April 1, 1998.
   9.            -- Written Consent and Opinion of Cynthia A. Toles, Senior
                    Associate General Counsel and Secretary.
  10.            -- Consent of Independent Auditors.
  15.            -- Supplemental Information 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.
  16(e).         -- Copy of manually signed powers of attorney for The
                    Variable Annuity Life Insurance Company Directors Brent
                    C. Nelson, Thomas L. West, Jr., Bruce R. Abrams, Michael
                    G. Atnip, John A. Graf, Patrick E. Grady and Richard W.
                    Scott.
</TABLE>
    

<PAGE>   1
                                                                 EXHIBIT 5(a)(i)

ANNUITY APPLICATION

PORTFOLIO DIRECTOR/PORTFOLIO DIRECTOR 2
FIXED AND VARIABLE ANNUITY

FOR USE WITH ALL PLAN TYPES EXCEPT
INDIVIDUAL RETIREMENT ANNUITIES (IRA),
SIMPLIFIED EMPLOYEE PENSION PLANS (SEP), AND
NON-QUALIFIED DEFERRED ANNUITIES (NQDA).

PLEASE PRINT CLEARLY. DUE TO THE PROCESSING USED BY VALIC, DO NOT
HIGHLIGHT ANY INFORMATION ON THIS FORM OR WRITE IN MARGINS.




                                                                    [VALIC LOGO]
<PAGE>   2
ANNUITY APPLICATION                                           [VALIC LOGO]

APPLICANT/ANNUITANT INFORMATION  

SS# or Tax ID#:                                          
               -------------------------------------------------
Name:                                                    
     -----------------------------------------------------------
Address:                                                      
        --------------------------------------------------------     
City:                                State:       Zip:              
     --------------------------------      ------     ----------
Home Phone: (   )                      Date of birth:   /   /   
             --- --------------------                --- --- ---
Sex: [ ] Male [ ] Female  Marital Status: [ ] Married [ ] Single
                       
EMPLOYMENT INFORMATION

Employer or Plan Name: 
                      ------------------------------------------
Date of Hire:    /   /        Annual Salary: 
             --- --- ----                   --------------------
Work Phone: (   ) 
             --- ---------------------
Expected Annuity Date:    /   /    
                      --- --- -----
(In the absence of an election age 75 will be used.)

CONTRIBUTION INFORMATION
<TABLE>
<S>                          <C>                                                
Group #:                     Is there an expected Capital Transfer Rollover? 
        -------------------  [ ] No [ ] Yes  If yes, complete transfer rollover form VA 4300
</TABLE>
               
INVESTOR PROFILE
Investment Objectives (check one):
  [ ] Safety of Principal
  [ ] Retirement Income
  [ ] Long-term growth 
  [ ] Other:
            ----------------------------------------------------
Occupation:
           -----------------------------------------------------

Financial Situations (approximate amounts in thousands):
<TABLE>
<CAPTION>
                      Under $50     $50-$100     Over $100
                      ---------     --------     ---------
<S>                   <C>           <C>          <C>
Household Income         [ ]           [ ]           [ ]
Net Worth                [ ]           [ ]           [ ]
Life Insurance           [ ]           [ ]           [ ]

Dependents:   Number:        Age(s):
                     ------         ----------------------
Tax Bracket:      %
            -----
</TABLE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                               Exclude      Product     Provide investment option name, division
    Contribution    Contribution  # of  Annualized  Date pymt  periods       type    number,and the percent to be allocated to each.
       Source         % or $      pymts   amount     begins    from-to   (choose one)(Percents must be whole numbers totaling 100%)
- ------------------- ------------  ----- ----------  ---------  -------   ------------ ----------------------------------------------
<S>                 <C>          <C>    <C>         <C>        <C>       <C>          <C>                
           Periodic                                                      [ ]Portfolio  __________________________  _____  _________%
           -------- ------------  ----- ----------  ---------  -------      Director   __________________________  _____  _________%
Employee                                                                               __________________________  _____  _________%
Voluntary                                                                              __________________________  _____  _________%
  (1)                                                                                  __________________________  _____  _________%
            Single                                                       [ ]Portfolio  __________________________  _____  _________%
             Sum                                                            Director2* __________________________  _____  _________%
           -------- ------------  ----- ----------  ---------  -------                
           -------------------------------------------------------------------------------------------------------------------------
           This line is for VALIC
           administrative use only.  Product:        Plan type:        Plan #:      Sub Group:        Account#:
                                             -------           -------        -----            ------           -----------------
- ------------------------------------------------------------------------------------------------------------------------------------
           Periodic                                                      [ ]Portfolio  __________________________  _____  _________%
           -------- ------------  ----- ----------  ---------  -------      Director   __________________________  _____  _________%
Employee                                                                               __________________________  _____  _________%
Mandatory                                                                              __________________________  _____  _________%
  or                                                                                   __________________________  _____  _________%
Matched     Single                                                       [ ]Portfolio  __________________________  _____  _________%
  (2)        Sum                                                            Director2* __________________________  _____  _________%
           -------- ------------  ----- ----------  ---------  -------                
           -------------------------------------------------------------------------------------------------------------------------
           This line is for VALIC
           administrative use only.  Product:        Plan type:        Plan #:      Sub Group:        Account#:
                                             -------           -------        -----            ------           -----------------
- ------------------------------------------------------------------------------------------------------------------------------------
           Periodic                                                      [ ]Portfolio  __________________________  _____  _________%
           -------- ------------  ----- ----------  ---------  -------      Director   __________________________  _____  _________%
Employer                                                                               __________________________  _____  _________%
 Basic                                                                                 __________________________  _____  _________%
  (3)                                                                                  __________________________  _____  _________%
            Single                                                       [ ]Portfolio  __________________________  _____  _________%
             Sum                                                            Director2* __________________________  _____  _________%
           -------- ------------  ----- ----------  ---------  -------                
           -------------------------------------------------------------------------------------------------------------------------
           This line is for VALIC
           administrative use only.  Product:        Plan type:        Plan #:      Sub Group:        Account#:
                                             -------           -------        -----            ------           -----------------
- ------------------------------------------------------------------------------------------------------------------------------------
           Periodic                                                      [ ]Portfolio  __________________________  _____  _________%
           -------- ------------  ----- ----------  ---------  -------      Director   __________________________  _____  _________%
Employer                                                                               __________________________  _____  _________%
Supple-                                                                                __________________________  _____  _________%
 mental                                                                                __________________________  _____  _________%
   or       Single                                                       [ ]Portfolio  __________________________  _____  _________%
Matching     Sum                                                            Director2* __________________________  _____  _________%
  (4)       -------- ------------  ----- ----------  ---------  -------                
           -------------------------------------------------------------------------------------------------------------------------
           This line is for VALIC
           administrative use only.  Product:        Plan type:        Plan #:      Sub Group:        Account#:
                                             -------           -------        -----            ------           -----------------
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Portfolio Director 2 is not available under certain plan [ILLEGIBLE].
<PAGE>   3
=============================================
ANNUITY APPLICATION                                             [VALIC LOGO]
=============================================

BENEFICIARY INFORMATION

INDICATE NAME, ADDRESS, RELATIONSHIP, DATE OF BIRTH, AND SOCIAL SECURITY/TAX 
IDENTIFICATION NUMBER for any person or entity named as a beneficiary see
information and instructions page. If additional space is needed, you may use a
separate signed and dated sheet and attach it to this form.

If your plan is covered by ERISA, you are married and are naming someone other
than your spouse as your primary beneficiary, please complete the ERISA spousal
consent section.

PRIMARY BENEFICIARY

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

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

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

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

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

CONTINGENT BENEFICIARY

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

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

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

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

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

ERISA SPOUSAL CONSENT

ERISA COVERED PLANS: Your spouse must be your primary beneficiary unless
spousal consent to waive Pre-retirement Death Benefits is given. Complete the
following section if naming someone other than spouse as the primary
beneficiary.

FOR MISSING SPOUSE: I hereby affirm that I have made all reasonable attempts to
locate my spouse and have not been able to do so, and I have no reason to
believe that I will be able to do so.


- -----------------------------------------------------    -----------------------
Applicant/Annuitant's Signature                          Date

SPOUSAL CONSENT TO WAIVER OF PRE-RETIREMENT DEATH BENEFITS:

I, the spouse of the named applicant/annuitant, hereby consent to the
applicant/annuitant's waiver of the qualified pre-retirement survivor annuity
provided under federal law. I understand that in accordance with this waiver,
any death benefits named prior to the time annuity payments begin, shall be
paid to the beneficiary designated by the applicant/annuitant. if
applicant/annuitant is under age 35, the law requires that the spouse receive at
least 50% of the death benefit.

Name of Spouse:
               -----------------------------------------------------------------

- -----------------------------------------------------    -----------------------
Spousal Signature                                        Date

State of                               County of
         -----------------------------           -------------------------------

on this                  day of                                      , 19 
        ----------------        ------------------------------------     -------

- --------------------------------------------------------------------------------
               Plan Administrator or Notary Signature (required)

REPLACEMENT

Is this a replacement of an existing annuity or life insurance contract?

[ ] No   [ ] Yes   If yes, complete the following:

Insured's Name: 
               -----------------------------------------------------------------

Policy Number(s):
                 ---------------------------------------------------------------

Insurer's (Company) Name:
                         -------------------------------------------------------

APPLICANT/ANNUITANT AFFIRMATIONS AND STATEMENTS

This application is subject to acceptance by the Company at its Home Office.
Proof of age must be furnished before Annuity Payments begin. Upon written
request, we will provide you with factual information regarding the benefits
and provisions of the annuity contract for which you are applying. If you are
not satisfied with your annuity contract for any reason, you may return it
within 20 days after receipt for a refund of premium (applicable to all
individual and some group contracts). A current prospectus for the Company's
Separate account was provided with the application. Also, a current prospectus
was provided for each Fund available under this Plan. The prospectus for the
Separate account gives sales expenses and other data.

ANNUITY PAYMENTS OR SURRENDER VALUES ARE VARIABLE WHEN BASED ON THE INVESTMENT
EXPERIENCE OF THE SEPARATE ACCOUNT. THEY ARE NOT GUARANTEED AS TO DOLLAR AMOUNT.

BY SIGNING THIS FORM, I REPRESENT THAT ALL STATEMENTS AND ANSWERS MADE IN THE
APPLICATION ARE COMPLETE AND TRUE TO THE BEST OF MY KNOWLEDGE AND BELIEF. I
HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE INFORMATION PROVIDED IN
THE INFORMATION AND INSTRUCTIONS PAGE ON THE FOLLOWING SUBJECTS:

o FRAUD WARNINGS
o TEXAS OPTIONAL RETIREMENT PROGRAM (IF APPLICABLE)
o SALARY REDUCTION AGREEMENT FOR 403(b) and 401(k) PLANS
o WITHDRAWAL RESTRICTIONS FOR 403(b) PLANS

[ ] Check if you own or participate in another VALIC Annuity Contract.


- --------------------------------------------------------------------------------
                        Applicant/Annuitant's Signature

Dated at                              , date                           , 19
         -----------------------------       -------------------------     -----

REPRESENTATIVE OF RECORD

No.:                                  Issue State (Abv):
    ---------------------------------                   ------------------------

Region Code:
            -------------------------

As representative I [ ] do [ ] do not have reason to believe that replacement
of existing life insurance or annuity may be involved.


- --------------------------------------------------------------------------------
               Licensed Agent/Registered Representative Signature

State License ID No.:
                     -----------------------------------------------------------


- -----------------------------------------------------    -----------------------
            Principal Approval                                       Date


Date of Input:
              ---------------------------------------

Week Ending:
            -----------------------------------------


 
<PAGE>   4
INFORMATION AND INSTRUCTIONS

FRAUD WARNING

IN SOME STATES WE ARE REQUIRED TO ADVISE YOU OF THE FOLLOWING: Any person who
knowingly intends to defraud or facilitates a fraud against an insurer by
submitting an application or filing a false claim, or makes an incomplete or
deceptive statement of a material fact, may be guilty of insurance fraud.

FLORIDA RESIDENTS ONLY: Any person who knowingly and with intent to injure,
defraud or deceive any insurer, files a statement of claim or an application
containing any false, incomplete or misleading information, is guilty of a
felony of the third degree.

NEW JERSEY RESIDENTS ONLY: Any person who includes any false or misleading
information on an application for an insurance policy is subject to criminal
and civil penalties.

COLORADO, KENTUCKY AND PENNSYLVANIA RESIDENTS ONLY: Any person who knowingly
and with intent to defraud any insurance company or other person files an
application for insurance or statement of claim containing any materially false
information or conceals for the purpose of misleading, information concerning
any fact material thereto, commits a fraudulent insurance act, which is a crime
and subjects each person to criminal and civil penalties.

TEXAS OPTIONAL RETIREMENT PROGRAM REDEMPTION INFORMATION:

o Benefits in the Texas Optional Retirement program vest after one year of
  participation in one or more optional retirement plans.
o Benefits under the Texas Optional Retirement Program are available to you
  only after you attain the age of 70 1/2 years, or terminate participation by
  death, retirement, or termination of employment in all Texas institutions of
  higher education.
o VALIC will require written verification from the program administrator of
  your qualification for any requested redemption of any annuity benefits
  purchased under the Texas Optional Retirement Program.

WITHDRAWAL RESTRICTIONS FOR 403(b) PARTICIPANTS

According to the federal laws regulating certain 403(b) plans, any interest and
earnings credited to your account after 12/31/88 and any elective contributions
made after that date may be withdrawn only under any of the following
circumstances.

o Separation from service     o Death          o Hardship (Contributions only)
o Age 59 1/2 or older         o Disability

Your employer's plan may contain other withdrawal restrictions. Additionally,
some employer plans have alternative investment options among which plan
participants may transfer contract values.

BENEFICIARY DESIGNATIONS (Primary and/or Contingent)
A beneficiary should always be designated. Beneficiary categories are:

PRIMARY BENEFICIARY - One who receives any benefits after the Annuitant dies.

CONTINGENT BENEFICIARY - One who receives any benefits if the primary
beneficiary dies before the annuitant dies.

Beneficiaries can be an INDIVIDUAL, an INSTITUTION, or a TRUSTEE.

NAMING YOUR BENEFICIARY

INDIVIDUAL as beneficiary: Jane A. Doe

INSTITUTION as beneficiary (Full legal name and address should be stated;
also state whether the institution is a corporation):
     The Evergreen Company, a Texas Corporation

TRUSTEE as beneficiary (Named inter vivos [living] trust agreement):
     XYZ Bank and Trust Company or its successors, as Trustee under trust
     agreement dated January 31, 1982.

SALARY REDUCTION AGREEMENT FOR 403(b) AND 401(k) PLANS

The Employer is hereby or by a separate document authorized and directed to
reduce your pay in the amount indicated under Contribution Information
beginning on the date indicated on this form and to purchase a non-transferable
annuity contract qualified under Section 403(b) of the Internal Revenue Code
(IRC) or a non-transferable annuity contract to provide retirement benefits
under IRC Section 401(k) from The Variable Annuity Life Insurance Company. This
agreement shall be effective for only those amounts not currently available as
of the date indicated on this form. This agreement shall terminate any prior
salary reduction agreement executed between you and the Employer. This
agreement shall be legally binding as to both the parties hereto while
employment continues; provided, however, that either party may change or
terminate this agreement with respect to amounts that have not become
currently available and payable by the Employer and in accordance with the
Employer's reasonable administrative procedures. Salary reductions are to be
effective with respect to pay dates on or after the date listed under Date
Payment Begins (which is subsequent to this agreement). Only amounts not
currently available to the employee are eligible for salary reduction.

CONTRIBUTION INFORMATION

o Contribution Sources:
  EE(1) - Employee Voluntary;
  EE(2) - Employee Mandatory or Matched;
  ER(3) - Employer Basic;
  ER(4) - Employer Supplemental or Matching
  Note: Separate account numbers must be set up for each Contribution Source.
o Choose either a percent of salary or an amount, and fill in the number of
  payments, and the date you will begin making payment.
o When the contract applied for is to be used as a periodic payment (salary
  reduction or deduction) type plan, please indicate the "from-to" dates for the
  Exclude Periods, when applicable.
o Complete Product, Plan Type, and Plan Number

INVESTMENT OPTION ALLOCATION

Purchase payments may be allocated to the Fixed Investment Options and/or
Variable Investment Options. Purchase Payments may be allocated among as many
as seven investment options within the product selected. The following
indicates the current Purchase Payment allocation choices of this application
form:

PORTFOLIO DIRECTOR

   Fixed Account Plus.................................   Subaccount 1
   Short Term Fixed Account...........................   Subaccount 2
   MidCap Index Fund..................................   Division 4
   Timed Opportunity Fund.............................   Division 5
   Money Market Fund..................................   Division 6
   Capital Conservation Fund..........................   Division 7
   Government Securities Fund.........................   Division 8
   Stock Index Fund...................................   Division 10
   International Equities Fund........................   Division 11
   Social Awareness Fund..............................   Division 12
   International Government Bond Fund.................   Division 13
   Small Cap Index Fund...............................   Division 14
   Growth Fund (T. Rowe Price)........................   Division 15
   Growth and Income Fund (Value Line)................   Division 16
   Science and Technology Fund (T. Rowe Price)........   Division 17
   Dreyfus Small Cap Portfolio........................   Division 18
   Templeton Asset Allocation Fund....................   Division 19
   Templeton International Fund.......................   Division 20

PORTFOLIO DIRECTOR 2 (Not available for individual NQDAs and certain plan
types)                                                              

   Fixed Account Plus.................................   Subaccount 1
   Short Term Fixed Account...........................   Subaccount 2
   AGSPC Growth Fund (T. Rowe Price)..................   Division 15
   AGSPC International Government Bond Fund...........   Division 13
   AGSPC Money Market Fund............................   Division 6     
   AGSPC Science and Technology Fund (T. Rowe Price)..   Division 17
   AGSPC Social Awareness Fund........................   Division 12
   AGSPC Stock Index Fund.............................   Division 10
   American Century - Twentieth Century Ultra Fund....   Division 31
   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
   Vanguard Fixed Income Securities Fund -
      Long-term Corporate Portfolio...................   Division 22
   Vanguard Fixed Income Securities Fund -
      Long-term U.S. Treasury Portfolio...............   Division 23
   Vanguard/Wellington Fund...........................   Division 25
   Vanguard/Windsor II................................   Division 24

VALIC HOME OFFICE
2929 Allen Parkway o Houston, TX  77019
Contact your Regional Office for customer assistance at 1-800-44-VALIC.
      

<PAGE>   1
                                                             EXHIBIT 5(a)(ii)
 
- ----------------------------------
 IRA/SEP/NQDA ANNUITY APPLICATION
- ----------------------------------


Portfolio Director/Portfolio Director 2
Fixed and Variable Annuity

For use with Individual Retirement Annuities (IRA),
Simplified Employee Pension Plans (SEP), and
Non-Qualified Deferred Annuities (NQDA).

PLEASE PRINT CLEARLY. DUE TO THE PROCESSING USED BY VALIC, DO NOT
HIGHLIGHT ANY INFORMATION ON THIS FORM OR WRITE IN MARGINS.



                                                                    [VALIC LOGO]
                                                       The Variable Annuity Life
<PAGE>   2
==================================                              [VALIC LOGO]
 IRA/SEP/NQDA ANNUITY APPLICATION                
==================================
APPLICANT/ANNUITANT INFORMATION              
                                             
SS# OR Tax ID#:                              
               ---------------------------------------------         
Name:                                        
     -------------------------------------------------------         
Address:                                     
        ----------------------------------------------------         
City:                                        
     -------------------------------------------------------         
State:                            Zip:          -                  
      ----------------------------    ---------- -----------         
Home Phone: (    )                           
           -------------------------------------------------
Date of birth:          /      /         
                 ------- ------ -------
Sex:             [ ] Male    [ ] Female

Marital Status:  [ ] Married [ ] Single

EMPLOYMENT INFORMATION

Employer or Plan Name:
                      --------------------------------------
Date of Hire:          /      /      
                 ------ ------ ------
Annual Salary: $
                --------------------------------------------
Work Phone: (    )
           -------------------------------------------------
Expected Annuity Date:        /      /
                        ------ ------ ------
(in the absence of an election, age 85 for NQDA and age 75 for IRA.)


OWNER INFORMATION
(Individual NQDAs only: Complete this section if the owner is
someone other than the annuitant.)

OWNER

Name:                                        
     -------------------------------------------------------         
Address:                                     
        ----------------------------------------------------         
City:                                        
     -------------------------------------------------------         
State:                            Zip:          -                  
      ----------------------------    ---------- -----------         
Date of birth:         /      /         
                 ------ ------ ------
SS# or Tax ID#:                              
               ---------------------------------------------         
Home Phone: (    )                           
           -------------------------------------------------
Work Phone: (    )
           -------------------------------------------------

CONTINGENT OWNER

Name:                                        
     -------------------------------------------------------         
Address:                                     
        ----------------------------------------------------         
City:                                        
     -------------------------------------------------------         
State:                            Zip:          -                  
      ----------------------------    ---------- -----------         
Date of birth:         /      /         
                 ------ ------ ------
SS# or Tax ID#:                              
               ---------------------------------------------         
Home Phone: (    )                           
           -------------------------------------------------
Work Phone: (    )
           -------------------------------------------------

CONTRIBUTION INFORMATION:

Group #:
        ----------------------------------------------------
Is there an expected Capital Transfer Rollover? [ ] No  [ ] Yes
If yes, complete transfer rollover form VA 4300.

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                               Exclude      Product     Provide investment option name, division
    Contribution    Contribution  # of  Annualized  Date pymt  periods       type    number,and the percent to be allocated to each.
       Source         % or $      pymts   amount     begins    from-to   (choose one)(Percents must be whole numbers totaling 100%)
- ------------------- ------------  ----- ----------  ---------  -------   ------------ ----------------------------------------------
<S>                 <C>          <C>    <C>         <C>        <C>       <C>          <C>                
           Periodic                                                      [ ]Portfolio  __________________________  _____  _________%
           -------- ------------  ----- ----------  ---------  -------      Director   __________________________  _____  _________%
Employee                                                                               __________________________  _____  _________%
Voluntary  [ ] Single                                                                  __________________________  _____  _________%
  (1)          Sum                                                                     __________________________  _____  _________%
                                                                         [ ]Portfolio  __________________________  _____  _________%
           [ ] Flex                                                         Director2* __________________________  _____  _________%
               Pay
           -------- ------------  ----- ----------  ---------  -------                   
           -------------------------------------------------------------------------------------------------------------------------
           This line is for VALIC
           administrative use only.  Product:        Plan type:        Plan #:      Sub Group:        Account#:
                                             -------           -------        -----            ------           -----------------
- ------------------------------------------------------------------------------------------------------------------------------------
           Periodic                                                      [ ]Portfolio  __________________________  _____  _________%
           -------- ------------  ----- ----------  ---------  -------      Director   __________________________  _____  _________%
Employer                                                                               __________________________  _____  _________%
 Basic     [ ] Single                                                                  __________________________  _____  _________%
  (3)          Sum                                                                     __________________________  _____  _________%
                                                                         [ ]Portfolio  __________________________  _____  _________%
           [ ] Flex                                                         Director2* __________________________  _____  _________%
               Pay
           -------- ------------  ----- ----------  ---------  -------                 
           -------------------------------------------------------------------------------------------------------------------------
           This line is for VALIC
           administrative use only.  Product:        Plan type:        Plan #:      Sub Group:        Account#:
                                             -------           -------        -----            ------           -----------------
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*Not available for Individual NQDAs    


<PAGE>   3
=============================================
IRA/SEP/NQDA ANNUITY APPLICATION                                [VALIC LOGO]
=============================================

BENEFICIARY INFORMATION

INDICATE NAME, ADDRESS, RELATIONSHIP, DATE OF BIRTH, AND SOCIAL SECURITY/TAX 
IDENTIFICATION NUMBER for any person or entity named as a beneficiary (see
information and instructions page). If additional space is needed, you may use a
separate signed and dated sheet and attach it to this form.


PRIMARY BENEFICIARY

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

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

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

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

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

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

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

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

CONTINGENT BENEFICIARY

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

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

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

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

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

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

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

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

REPLACEMENT

Is this a replacement of an existing annuity or life insurance contract?

[ ] No   [ ] Yes   If yes, complete the following:

Insured's Name: 
               -----------------------------------------------------------------

Policy Number(s):
                 ---------------------------------------------------------------

Insurer's (Company) Name:
                         -------------------------------------------------------


INVESTOR PROFILE

Investment Objectives (check one):

   [ ] Safety of Principal         [ ] Retirement Income
   [ ] Long-term growth            [ ] Other:
                                             -----------------------------------
Occupation:
           ---------------------------------------------------------------------

Financial Situations (approximate amounts in thousands):

<TABLE>
<CAPTION>
                          Under $50           $50-$100        Over $100
                          ---------           --------        ---------
<S>                       <C>                 <C>             <C>
   Household Income         [ ]                [ ]               [ ] 
   Net Worth                [ ]                [ ]               [ ]
   Life Insurance           [ ]                [ ]               [ ]

</TABLE>


Dependents: Number:           Age(s):
                   ----------        -------------------------------------------

Tax Bracket:
            -----------------%



APPLICANT/ANNUITANT AFFIRMATIONS AND STATEMENTS

This application is subject to acceptance by the Company at its Home Office.
Proof of age must be furnished before Annuity Payments begin. Upon written
request, we will provide you with information regarding the benefits and
provisions of the annuity contract for which you are applying. If you are not
satisfied with your annuity contract for any reason, you may return it within 20
days after receipt for a refund of premium (applicable to all individual and
some group contracts). A current prospectus for the Company's Separate Account
was provided with the application. Also, a current prospectus was provided for
each Fund available under this Plan. The prospectus for the Separate Account
gives sales expenses and other data.

ANNUITY PAYMENTS OR SURRENDER VALUES ARE VARIABLE WHEN BASED ON THE INVESTMENT
EXPERIENCE OF THE SEPARATE ACCOUNT. THEY ARE NOT GUARANTEED AS TO DOLLAR AMOUNT.

BY SIGNING THIS FORM, I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE
FRAUD WARNING PROVIDED IN THE INFORMATION AND INSTRUCTIONS PAGE. I REPRESENT
THAT ALL STATEMENTS AND ANSWERS MADE IN THE APPLICATION ARE COMPLETE AND TRUE TO
THE BEST OF MY KNOWLEDGE AND BELIEF.

[ ] Check if you own or participate in another VALIC Annuity Contract.


- --------------------------------------------------------------------------------
                        Applicant/Annuitant's Signature


Dated at                              , date                           , 19
         -----------------------------       -------------------------     -----


- --------------------------------------------------------------------------------
                              Owner's Signature


Dated at                              , date                           , 19
         -----------------------------       -------------------------     -----


REPRESENTATIVE OF RECORD

No.:                                  Issue State (Abv):
    ---------------------------------                   ------------------------

Region Code:
            -------------------------

As representative I [ ] do [ ] do not have reason to believe that replacement
of existing life insurance or annuity may be involved.


- --------------------------------------------------------------------------------
               Print Licensed Agent/Registered Representative Name


- --------------------------------------------------------------------------------
               Licensed Agent/Registered Representative Signature



State License ID No.:
                     -----------------------------------------------------------


- -----------------------------------------------------    -----------------------
            Principal Approval                                       Date


Date of Input:                             Week Ending:
              -------------------------                -------------------------

 

<PAGE>   4
INFORMATION AND INSTRUCTIONS

FRAUD WARNING

IN SOME STATES WE ARE REQUIRED TO ADVISE YOU OF THE FOLLOWING: Any person who
knowingly intends to defraud or facilitates a fraud against an insurer by
submitting an application or filing a false claim, or makes an incomplete or
deceptive statement of a material fact, may be guilty of insurance fraud.

FLORIDA RESIDENTS ONLY: Any person who knowingly and with intent to injure,
defraud or deceive any insurer, files a statement of clam or an application
containing any false, incomplete or misleading information, is guilty of a
felony in the third degree.

NEW JERSEY RESIDENTS ONLY:  Any person who includes any false or misleading
information on an application for an insurance policy is subject to criminal and
civil penalties.

COLORADO, KENTUCKY AND PENNSYLVANIA RESIDENTS ONLY:  Any person who knowingly
and with intent to defraud any insurance company or other person files an
application for insurance or statement of claim containing any materially false
information or conceals for the purpose of misleading, information concerning
any fact material thereto, commits a fraudulent Insurance act, which is a crime
and subjects each person to criminal and civil penalties.

BENEFICIARY DESIGNATIONS (Primary and/or Contingent)

A beneficiary should always be designated. Beneficiary categories are:

PRIMARY BENEFICIARY - One who receives any benefits after the Annuitant dies.

CONTINGENT BENEFICIARY - One who receives any benefits if the primary
beneficiary dies before the Annuitant dies.

Beneficiaries can be an INDIVIDUAL, an INSTITUTION, or a TRUSTEE.

NAMING YOUR BENEFICIARY

INDIVIDUAL as beneficiary: Jane A. Doe

INSTITUTION as beneficiary (Full legal name and address should be stated;
also state whether the institution is a corporation):
     
      The Evergreen Company, a Texas Corporation

TRUSTEE as beneficiary (Named inter vivos [living] trust agreement):

      XYZ Bank and Trust Company or its successors, as Trustee under trust
      agreement dated January 31, 1982.

CONTRIBUTION INFORMATION

o     Contribution Sources:
      EE(1) - Employee voluntary;
      ER(3) - Employer Basic;
      Note: Separate account numbers must be set up for each Contribution
      Source.

o     Choose either a percent of salary or an amount, and fill in the number of
      payments, and the date you will begin making payment.

o     When the contract applied for is to be used as a periodic payment (salary
      reduction or deduction) type plan, please indicate the "from-to" dates for
      the Exclude Periods, when applicable.

o     Complete Product, Plan Type, and Plan Number

OWNER VS. annuitant (NQDAs only)

The owner and the annuitant may be different only for Non-Qualified Deferred
annuities (NQDAs). The owner has most rights under the contract. The annuitant
is the person upon whose life expectancy the contract benefits are based.

INVESTMENT OPTION ALLOCATION

Purchase payments may be allocated to the Fixed Investment Options and/or
Variable Investment Options. Purchase Payments may be allocated among as many as
seven investment options within the product selected. The following indicates
the current Purchase Payment allocation choices of this application form:

<TABLE>
<CAPTION>
PORTFOLIO DIRECTOR
<S>                                                                <C>
  Fixed Account Plus ............................................. Subaccount 1
  Short Term Fixed Account ....................................... Subaccount 2
  MidCap Index Fund ..............................................   Division 4
  Asset Allocation Fund ..........................................   Division 5
  Money Market Fund ..............................................   Division 6
  Capital Conservation Fund ......................................   Division 7
  Government Securities Fund .....................................   Division 8
  Stock Index Fund ...............................................  Division 10
  International Equities Fund ....................................  Division 11
  Social Awareness Fund ..........................................  Division 12
  International Government Bond Fund .............................  Division 13
  Small Cap Index Fund ...........................................  Division 14
  Growth Fund (T. Rowe Price) ....................................  Division 15
  Growth and Income Fund (Value Line) ............................  Division 16
  Science and Technology Fund (T. Rowe Price) ....................  Division 17
  Dreyfus Small Cap Portfolio ....................................  Division 18
  Templeton Asset Allocation Fund ................................  Division 19
  Templeton International Fund ...................................  Division 20

PORTFOLIO DIRECTOR 2 (Not available for individual NQDAs)
  Fixed Account Plus ............................................. Subaccount 1
  Short Term Fixed Account ....................................... Subaccount 2
  AGSPC Growth Fund (T. Rowe Price) ..............................  Division 15
  AGSPC International Government Bond Fund .......................  Division 13
  AGSPC Money Market Fund ........................................   Division 6
  AGSPC Science and Technology Fund (T. Rowe Price) ..............  Division 17
  AGSPC Social Awareness Fund ....................................  Division 12
  AGSPC Stock Index Fund .........................................  Division 10
  American Century - Twentieth Century Ultra Fund ................  Division 31
  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
  Vanguard Fixed Income Securities Fund -
    Long-Term Corporate Portfolio ................................  Division 22
  Vanguard Fixed Income Securities Fund -
    Long-Term U.S. Treasury Portfolio ............................  Division 23
  Vanguard / Wellington Fund .....................................  Division 25
  Vanguard / Windsor II ..........................................  Division 24
</TABLE>

VALIC HOME OFFICE

2929 Allen Parkway o Houston, TX 77019
Contact your Regional Office for customer assistance at 1-800-44-VALIC.
 
 

<PAGE>   1
                                                                 EXHIBIT 8(b)(2)

                                   AGREEMENT

     AGREEMENT made as of the 1st day of July, 1997 by and between (i) The
Dreyfus Corporation ("Dreyfus"), a New York corporation; and (ii) Variable
Annuity Life Insurance Company ("Client"), a Texas corporation.

WITNESSETH:

WHEREAS, each of the investment companies listed on Schedule A hereto as such
Schedule may be amended from time to time (collectively the "Dreyfus Funds,"
each a "Fund") are investment companies registered under the Investment Company
Act of 1940, as amended (the "Act"); and

WHEREAS, Client has entered into a Fund Participation Agreement (the
"Participation Agreement") with each of the Dreyfus Funds listed on Schedule A
hereto; and

WHEREAS, Dreyfus provides investment advisory and/or administrative services to
the Dreyfus Funds; and

WHEREAS, Premier Mutual Fund Services, Inc. ("Premier") is the distributor for
the Dreyfus Funds; and

WHEREAS, the parties hereto have agreed to arrange separately for the
performance of sub-accounting services for owners of shares of the Dreyfus
Funds who maintain their shares in a variable annuity account with Client; and

WHEREAS, Dreyfus desires Client to perform such services and Client is willing
and able to furnish such services on the terms and conditions hereinafter set
forth.

NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, each party hereto severally agrees as follows:

1. Client agrees to perform the administrative services specified in Exhibit A
hereto (the "Administrative Services") for the benefit of the shareholders of
the Dreyfus Funds who maintain their shares of any such Dreyfus Funds in
variable annuity and variable life insurance accounts with Client and whose
shares are included in the master account ("Master Account") referred to in
paragraph 1 of Exhibit A (collectively, the "Client Customers").

2. Client represents and agrees that it will maintain and preserve all records
as required by law to be maintained and preserved in connection with providing
the Administrative Services, and will otherwise comply with all laws, rules and
regulations applicable to the Administrative

                                       1
<PAGE>   2
Services. Upon the request of Dreyfus or its representatives, Client shall
provide copies of all the historical records relating to transactions between
the Dreyfus Funds and Client Customers, and written communications regarding
the Fund(s) to or from such Customers and other materials, in each case as may
reasonably be requested to enable Dreyfus or its representatives, including
without limitation its auditors, legal counsel or distributor, to monitor and
review the Administrative Services, or to comply with any request of the board
of directors, or trustees or general partners (collectively, the "Directors")
of any Fund or of a governmental body, self-regulatory organization or a
shareholder. Client agrees that it will permit Dreyfus, the Dreyfus Funds or
their representatives to have reasonable access to its personnel and records in
order to facilitate the monitoring of the quality of the services.

3. Client may, with the consent of Dreyfus, contract with or establish
relationships with other parties for the provision of the Administrative
Services or other activities of Client required by the Agreement, provided that
Client shall be fully responsible for the acts and omissions of such other
parties.

4. Client hereby agrees to notify Dreyfus promptly if for any reason it is
unable to perform fully and promptly any of its obligations under this
Agreement.

5. Client hereby represents and covenants that it does not, and will not, own
or hold or control with power to vote any shares of the Dreyfus Funds which are
registered in the name of Client or the name of its nominee and which are
maintained in Client variable annuity accounts, unless Client determines,
consistent with the Act and the rules and interpretations thereunder, that
Client is permitted to vote such shares in its own right and elects to do so.
Client represents further that it is registered as a broker-dealer under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and any
applicable state securities laws, and as a transfer agent under the 1934 Act,
or is not required to be so registered, including as a result of entering into
this Agreement and performing the Administrative Services.

6. The provisions of the Agreement shall in no way limit the authority of
Dreyfus, or any Dreyfus Fund or Premier to take such action as any of such
parties may deem appropriate or advisable in connection with all matters
relating to the operations of any of such Funds and/or sale of its shares.

7. In consideration of the performance of the Administrative Services by
Client, Dreyfus agrees to pay Client a monthly fee at an annual rate of .15% of
the value of each Fund's average daily net assets deposited and maintained in
the Master Account for Client Customers. Payment shall be made within 30 days
following the end of each month.

                                       2
<PAGE>   3
8. Client shall indemnify and hold harmless the Dreyfus Funds, The Dreyfus 
Corporation, Dreyfus Service Corporation ("DSC"), Premier, and each of their
respective officers, directors, employees and agents from and against any and
all losses, claims, damages, expenses, or liabilities that any one or more of
them may incur including without limitation reasonable attorneys' fees, expenses
and costs arising out of or related to the performance or non-performance of
Client of its responsibilities under this Agreement.

9. This Agreement may be terminated without penalty at any time by Client or by
Dreyfus as to all of the Dreyfus Funds collectively, upon 180 days written
notice to the other party. The provisions of paragraph 2 and paragraph 8 shall
continue in full force and effect after termination of this Agreement.
Notwithstanding the foregoing, this Agreement shall not require Client to
preserve any records (in any medium or format) relating to this Agreement beyond
the time periods otherwise required by the laws to which Client or the Dreyfus
Funds are subject provided that such records shall be offered to the Dreyfus
Funds in the event Client decides to no longer preserve such records following
such time periods.

10. After the date of any termination of this Agreement in accordance with
paragraph 9, no fee will be due with respect to any amounts first placed in the
Master Account for Client Customers after the date of such termination. However,
notwithstanding any such termination, Dreyfus will remain obligated to pay 
Client the fee specified in paragraph 7 with respect to the value of each Fund's
average daily net assets maintained in the Master Account as of the date of such
termination, for so long as such amounts are held in the Master Account and 
Client continues to provide the Administrative Services with respect to such
amounts in conformity with this Agreement. This Agreement, or any provision 
hereof, shall survive termination to the extent necessary for each party to 
perform its obligations with respect to amounts for which a fee continues to be
due subsequent to such termination.

11. Dreyfus may add to the Dreyfus Funds any other investment company for which
Dreyfus serves as investment adviser or administrator by giving written notice 
to Client that it has elected to do so.

12. Client understands and agrees that the obligations of Dreyfus under this 
Agreement are not binding upon any of the Dreyfus Funds, upon any of their
Board members or upon any shareholder of any of the Funds.


                                       3
<PAGE>   4
13.  It is understood and agreed that in performing the services under this
Agreement Client, acting in its capacity described herein, shall at no time be
acting as an agent for Dreyfus, or DSC, or Premier or any of the Dreyfus Funds.
Client agrees, and agrees to cause its agents, not to make any representations
concerning a Fund except those contained in the Fund's then-current prospectus
or in current sales literature furnished by the Fund, Dreyfus or Premier to
Client.

14.  This Agreement, including the provisions set forth herein in Section 7, may
only be amended pursuant to a written instrument signed by the party to be
charged. This Agreement may not be assigned by a party hereto, by operation of
law or otherwise, without the prior, written consent of the other party.

15.  This Agreement shall be governed by the laws of the State of New York,
without giving effect to the principles of conflicts of law of such
jurisdiction.

16.  This Agreement, including its Exhibit and Schedule, constitutes the entire
agreement between the parties with respect to the matters dealt with herein, and
supersedes any previous agreements and documents with respect to such matters.

IN WITNESS HEREOF, the parties hereto have executed and delivered this Agreement
as of the date first above written.

VARIABLE ANNUITY LIFE INSURANCE COMPANY

By:  /s/ CYNTHIA A. TOLES
     ----------------------------------
     Authorized Signatory

CYNTHIA A. TOLES
- ---------------------------------------
Print or Type Name


THE DREYFUS CORPORATION

By:  /s/ LAWRENCE S. KASH
     ----------------------------------
     Authorized Signatory

LAWRENCE S. KASH
- ---------------------------------------
Print or Type Name


                                       4
<PAGE>   5

                                   SCHEDULE A

<TABLE>
<CAPTION>
  <S>          <C>
  Fund         Fund Name
  Code

  121          Dreyfus Variable Investment Fund - Small Cap Portfolio
</TABLE>

<PAGE>   6

                                   EXHIBIT A

Pursuant to the Agreement by and among the parties hereto, Client shall perform
the following Administrative Services:

1. Maintain separate records for each Client Customer, which records shall
indirectly reflect shares purchased and redeemed and share balances through
variable annuity contract units ("Units"). Client shall maintain the Master
Account with the transfer agent of the Fund on behalf of Client Customers and
such Master Account shall be in the name of Client or its nominee as the record
owner of the shares owned by such Client Customers.

2. For each Fund, disburse or credit to the benefit of Client Customers all
proceeds of redemptions of shares of the Fund and all dividends and other
distributions not reinvested in shares of the Fund.

3. Prepare and transmit to Client Customers periodic account statements showing
the total number of Units attributable to Fund shares owned by the Customer as
of the statement closing date, purchases and redemptions of Units attributable
to Fund shares by the Customer during the period covered by the statement, and
which reflect the dividends and other distributions paid to the benefit of
Customer during the statement period (whether paid in cash or reinvested in
Fund shares).

4. Transmit to Client Customers proxy materials and reports and other
information received by Client from any of the Funds and required to be sent to
shareholders under the federal securities laws and, upon request of the Fund's
transfer agent, transmit to Client Customers material fund communications
deemed by the Fund, through its Board of Directors or other similar governing
body, to be necessary and proper for receipt by all fund beneficial
shareholders.

5. Transmit to the Fund's transfer agent purchase and redemption orders on
behalf of Client Customers.

6. Provide to the Funds, or to the transfer agent for any of the Funds, or any
of the agents designated by any of them, such periodic reports as shall
reasonably be concluded to be necessary to enable each of the Funds and its
distributor to comply with State Blue Sky requirements.


<PAGE>   1



                                                                 EXHIBIT 8(f)(2)

Founders Asset Management, Inc.
2930 East Third Avenue
Denver, CO 80206

Premier Mutual Fund Services, Inc.
60 State Street, Suite 1300
Boston, MA 02109

Ladies and Gentlemen:

Effective from and after the consummation of the transactions contemplated by
the Agreement and Plan of Reorganization dated as of December 11, 1997, pursuant
to which Founders Asset Management, Inc. has agreed to merge with a subsidiary
of Mellon Bank, N.A. (the "Effective Time"), we hereby consent to the assignment
by Founders Asset Management, Inc. ("Founders") of the agreement(s) (the
"Agreement") between Founders and us to Premier Mutual Fund Services, Inc.
("Premier"). Upon any termination of the Agreement as the result of such
assignment, we agree, from and after the Effective Time, that the terms of the
Agreement shall be deemed to be in full force and effect, except that Premier
shall replace Founders as the party to the Agreement. Notices in the future
should be sent to Premier Mutual Fund Services, Inc., 60 State Street, Suite
1300, Boston, MA 02109, Attention: President, with a copy to General Counsel.

Very truly yours,



The Variable Annuity Life Insurance Company
- --------------------------------------------
     (Print or Type Name of Institution)

By: /s/ CYNTHIA A. TOLES                                  1/23/98
    ------------------------------                ------------------------
        (Authorized Signature)                            (Date)



Cynthia A. Toles
Senior Associate General Counsel and Secretary
- ----------------------------------------------
    (Print or Type Name and Title)


Premier Mutual Fund Services, Inc. agrees, effective from and after the
Effective Time, to be deemed a party to, and to be bound by the terms of, and
the Agreement as if it had been named in place of Founders Asset Management,
Inc. therein.

PREMIER MUTUAL FUND SERVICES, INC.


By:  /s/ [ILLEGIBLE]                                      4/1/98   
   -------------------------------                ------------------------
    (Authorized Signature)                                (Date)    




<PAGE>   1
                                                                       EXHIBIT 9

                               [VALIC LETTERHEAD]


                                 April 27, 1998

Cynthia A. Toles
Senior Associate General 
Counsel and Secretary



Board of Directors
The Variable Annuity Life
Insurance Company
2929 Allen Parkway
Houston, TX 77019

Gentlemen:

This opinion is furnished in connection with the filing of a registration
statement on Form N-4 ("Registration Statement") by The Variable Annuity Life
Insurance Company ("VALIC") and The Variable Annuity Life Insurance Company
Separate Account A ("Separate Account A").  The securities being registered
under the Registration Statement are units of interest ("Units") to be issued
by Separate Account A pursuant to certain single payment and flexible payment
individual and group variable annuity contracts ("Contracts") described in the
Registration Statement.

I am Senior Associate General Counsel and Secretary of VALIC, and in such
capacity I am familiar with VALIC's Articles of Incorporation and By-Laws and
have reviewed all statements, records, instruments and documents which I have
deemed it necessary to examine for the purpose of this opinion.  I have
examined the form of the Registration Statement to be filed with the Securities
and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of an indefinite number of Units to be
issued by Separate Account A in connection with the Contracts.  I am familiar
with the proceedings taken and proposed to be taken in connection with the
authorization, issuance and sale of the Units.  Based upon a review of these
documents and such laws that I consider appropriate, I am of the opinion that:

1.       VALIC is a duly incorporated life insurance company under the laws of
         the State of Texas.

2.       Separate Account A is duly organized under the provisions of the Texas
         Insurance Code, under which income, gains, or losses, whether realized
         or unrealized, from assets allocated to the Separate Account, are, in
         accordance with the terms of the Contracts, credited to or charged
         against Separate Account A without regard to the income, gains, or
         losses to VALIC.

<PAGE>   2
Board of Directors
April 27, 1998
Page Two

3.       The portion of the assets to be held in Separate Account A equal to
         the reserves and other liabilities under the Contracts will not be
         chargeable with liabilities arising out of any other business VALIC
         may conduct.

4.       The Contracts have been duly authorized by VALIC and, when issued in
         the manner contemplated by the Registration Statement, the Units
         thereunder will constitute legal, validly issued, and binding
         obligations of VALIC in accordance with the terms of the Contracts.

I hereby consent to the use of this opinion as an exhibit to the Registration
Statement.

                                        Respectfully submitted


                                        /s/ CYNTHIA A. TOLES
                                        Cynthia A. Toles

<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 18, 1998 as to The Variable Annuity Life
Insurance Company and February 6, 1998 as to The Variable Annuity Life Insurance
Company Separate Account A in Post-Effective Amendment No. 12 to the 
Registration Statement (Form N-4 No. 33-75292/811-3240) of The Variable Annuity
Life Insurance Company Separate Account A.


                                                  /s/ ERNST & YOUNG LLP
                                                  Ernst & Young LLP

Houston, Texas
April 27, 1998

<PAGE>   1
                                                                      EXHIBIT 15

             THIS FORM MUST ACCOMPANY APPLICATIONS FOR ANY PRODUCT
       WHICH OFFERS ALLOCATION OF PURCHASE PAYMENTS TO A VARIABLE ACCOUNT

================================================================================
[VALIC LOGO]   THE VARIABLE ANNUITY
               LIFE INSURANCE COMPANY              SUPPLEMENTAL INFORMATION FORM
               P.O. Box 3206 o Houston, Texas 77253
================================================================================
                          PLEASE PRINT ALL INFORMATION
1.   ANNUITANT/PARTICIPANT:

     Name:___________________________________  Social Security No.:_____________
          LAST        FIRST    MIDDLE INITIAL
- --------------------------------------------------------------------------------
2.   SPECIAL INFORMATION FOR 403(b) PARTICIPANTS: 

     According to federal tax laws regulating certain 403(b) plans, any interest
     and earnings credited to your account after 12/31/88 and any elective
     contributions made after that date be withdrawn under any of the following
     circumstances:

          o Separation from service
          o Death
          o Age 59 1/2 or older
          o Disability
          o Hardship (Contributions only)

     Your employer's plan may contain other withdrawal restriction.
     Additionally, some employer plans have alternate investment options among
     which plan participants may transfer contract values.
- -------------------------------------------------------------------------------
3.   TEXAS OPTIONAL RETIREMENT PROGRAM REDEMPTION ACKNOWLEDGEMENT:
     I understand that:

          o Benefits in the Texas Optional Retirement Program vest after one
            year of participation in one or more optional retirement plans; 

          o Benefits under the Texas Optional Retirement Program are available
            to me only after I obtain the age of 70 1/2 years, or terminate
            participation by death, retirement, or termination of employment in
            all Texas institutions of higher education;

          o VALIC will require written verification of my qualification for any
            requested redemption of any annuity benefits purchased under the
            Texas Optional Retirement Program from the program administrator.
- --------------------------------------------------------------------------------
4. INVESTOR PROFILE (Needed for NQDA and IRA Plans only)
   a. INVESTMENT OBJECTIVES (check one):
   [ ] Safety of Principal [ ] Income [ ] Long-term growth [ ] Retirement Income
   [ ] Other: __________________________________________________________________
   -----------------------------------------------------------------------------
   b. FINANCIAL SITUATION (approximate amounts):

   Household Income           Net Worth                Life Insurance in Force
   ----------------           ---------                -----------------------
   [ ] Under $50,000          [ ] Under $50,000        [ ] Under $50,000
   [ ] 50,000 -- 100,000      [ ] 50,000 -- 100,000    [ ] 50,000 -- 100,000
   [ ] Over 100,000           [ ] Over 100,000         [ ] Over 100,000
   -----------------------------------------------------------------------------
   c. DEPENDENTS
   
   Number: ________
   Ages:   ________
           ________
           ________
   -----------------------------------------------------------------------------
   d. OCCUPATION:
     _____________________________________________________________
- --------------------------------------------------------------------------------
5.   I acknowledge the above information and statements and represent that
     information provided by me is correct to the best of my knowledge and
     belief.

     ________________________________________________     ______________________
                 PARTICIPANT'S SIGNATURE                           DATE







 



<PAGE>   1
                                                                  EXHIBIT 16(e)

                               POWER OF ATTORNEY

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

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

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

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

     IN WITNESS WHEREOF, the undersigned has subscribed these presents this
12th day of December __, 1997.


                                           /s/ BRENT C. NELSON
                                       _____________________________
                                               Brent C. Nelson

In the Presence of:

      /s/ CAROLA RIELS
______________________________
          Carola Riels

<PAGE>   2
                                                                 EXHIBIT 16(e)

                               POWER OF ATTORNEY

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

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

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

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

     IN WITNESS WHEREOF, the undersigned has subscribed these presents this
13th day of December __, 1997.


                                           /s/ THOMAS L. WEST, JR.
                                       _____________________________
                                               Thomas L. West, Jr.

In the Presence of:

       /s/ LORI LAKE
______________________________
           Lori Lake


<PAGE>   3
                                                                  EXHIBIT 16(e)

                               POWER OF ATTORNEY

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

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

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

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

     IN WITNESS WHEREOF, the undersigned has subscribed these presents this
18th day of December __, 1997.


                                      /s/  MICHAEL G. ATNIP
                                 ---------------------------------
                                           Michael G. Atnip


In the Presence of:

/s/ Illegible
- ---------------------------
 

<PAGE>   4
                                                                   EXHIBIT 16(e)

                               POWER OF ATTORNEY

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

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

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

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

     IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
day of April, 1998.


                                             /s/ PATRICK E. GRADY
                                             --------------------
                                                 Patrick E. Grady

In the Presence of:


/s/ TOM S. ROCK
- ---------------
    Tom S. Rock

<PAGE>   5
                                                                   EXHIBIT 16(e)

                               POWER OF ATTORNEY

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

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

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

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

     IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
day of April, 1998.


                                             /s/ BRUCE R. ABRAMS
                                             -------------------
                                                 Bruce R. Abrams

In the Presence of:


/s/ DEBRA M. GREEN
- ------------------
    Debra M. Green

<PAGE>   6
                                                                   EXHIBIT 16(e)

                               POWER OF ATTORNEY

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

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

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

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

     IN WITNESS WHEREOF, the undersigned has subscribed these presents this 1st
day of April, 1998.


                                             /s/ JOHN A. GRAF
                                             ----------------
                                                 John A. Graf

In the Presence of:


/s/ DEBRA M. GREEN
- ------------------
    Debra M. Green

<PAGE>   7
                                                                   EXHIBIT 16(e)


                               POWER OF ATTORNEY

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

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

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

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

     IN WITNESS WHEREOF, the undersigned has subscribed these presents this 14th
day of April, 1998.


                                                  

                                                  /s/ RICHARD W. SCOTT
                                                -------------------------------
                                                  Richard W. Scott

In the Presence of:


/s/ [ILLEGIBLE]
- ------------------------------


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