VARIABLE ANNUITY LIFE INSURANCE CO SEPARATE ACCOUNT A
497, 1998-10-14
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<PAGE>   1
 
   
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
    
UNITS OF INTEREST UNDER GROUP AND INDIVIDUAL
VARIABLE ANNUITY CONTRACTS
PORTFOLIO DIRECTOR'--Register Mark--' PLUS
SEPARATE ACCOUNT A
FOR SERIES 1 TO 12                                            September 22, 1998
 
PROSPECTUS
 
Certain Series Portfolio Director Plus consists 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 Plus 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 as well as
for certain after-tax arrangements that are not part of an employer's plan.
Portfolio Director Plus is composed of the following contract forms: UIT-194,
UITG-194, UITN-194, UIT-IRA-194 and UIT-SEP-194.
 
Portfolio Director Plus permits you to invest in and receive retirement benefits
in up to 2 Fixed Account Options and/or an array of up to 30 of the 50 Variable
Account Options described in this prospectus. If your contract is part of your
employer's retirement program, that program will describe which Variable Account
Options are available to you. If your contract is a tax-deferred nonqualified
annuity that is not part of your employer's retirement plan, those Variable
Account Options that are invested in Mutual Funds available to the public
outside of annuity contracts, life insurance contracts, or certain employer-
sponsored retirement plans will not be available within your contract.
 
- --------------------------------------------------------------------------------
 
VALIC is a member of the Insurance Marketplace Standards Association (IMSA).
IMSA is a voluntary membership organization created by the life insurance
industry to promote ethical market conduct for individual life insurance and
annuity products. VALIC's membership in IMSA applies to VALIC only and not to
its products or affiliates.
 
This prospectus provides you with information you should know before investing
in Portfolio Director Plus. This prospectus is accompanied by the current
prospectuses for the mutual fund options described in this prospectus. Please
read and retain each of these prospectuses for future reference.
 
A Statement of Additional Information, dated September 22, 1998, has been filed
with the Securities and Exchange Commission. This Statement of Additional
Information contains additional information about Portfolio Director Plus 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>   2
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                     PAGE
                                                     ----
<S>                                                  <C>
ABOUT THE PROSPECTUS...............................     1
 
PROFILE OF PORTFOLIO DIRECTOR PLUS.................     2
 
FEE TABLE..........................................     6
 
SELECTED PURCHASE UNIT DATA........................    12
 
ABOUT PORTFOLIO DIRECTOR PLUS......................    18
 
ABOUT VALIC........................................    18
 
ABOUT VALIC SEPARATE ACCOUNT A.....................    18
 
UNITS OF INTERESTS.................................    18
 
VARIABLE ACCOUNT OPTIONS...........................    19
    Summary of Funds...............................    19
 
PURCHASE PERIOD....................................    46
    Purchase Payments..............................    46
    Purchase Units.................................    46
    Calculation of Purchase Unit Value.............    46
    Choosing Investment Options....................    47
         Fixed Account Options.....................    47
         Variable Account Options..................    47
    Stopping Purchase Payments.....................    47
 
TRANSFERS BETWEEN INVESTMENT OPTIONS...............    48
    During the Purchase Period.....................    48
    During the Payout Period.......................    48
    Communicating Transfer or Reallocation
      Instructions.................................    48
    Effective Date of Transfer.....................    48
 
FEES AND CHARGES...................................    49
    Account Maintenance Fee........................    49
    Surrender Charge...............................    49
         Amount of Surrender Charge................    49
         10% Free Withdrawal.......................    49
         Exceptions to Surrender Charge............    49
    Premium Tax Charge.............................    50
    Separate Account Charges.......................    50
    Fund Annual Expense Charges....................    50
    Other Tax Charges..............................    50
    Reduction or Waiver of Account Maintenance Fee,
      Surrender, Mortality and Expense Risk Fee or
      Administration and Distribution Fee
      Charges......................................    51
    Separate Account Expense Reimbursement.........    51
 
PAYOUT PERIOD......................................    52
    Fixed Payout...................................    52
    Variable Payout................................    52
    Combination Fixed and Variable Payout..........    52
    Payout Date....................................    52
    Payout Options.................................    52
    Enhancements to Payout Options.................    53
    Payout Information.............................    53
 
SURRENDER OF ACCOUNT VALUE.........................    54
    When Surrenders are Allowed....................    54
    Amount That May Be Surrendered.................    54
    Surrender Restrictions.........................    54
    Partial Surrenders.............................    54
    Systematic Withdrawals.........................    54
    Distributions Required By Federal Tax Law......    55
 
EXCHANGE PRIVILEGE.................................    56
    Restrictions on Exchange Privilege.............    56
    Taxes and Conversion Costs.....................    56
    Surrender Charges..............................    56
</TABLE>
 
<TABLE>
<CAPTION>
                                                     PAGE
                                                     ----
<S>                                                  <C>
    Exchange Offers for Contracts Other Than
      Portfolio Director Plus......................    56
    Comparison of Portfolio Director and Portfolio
      Director 2 Contracts to Portfolio Director
      Plus Contracts...............................    57
    Comparison of Other Contracts..................    57
    Features of Portfolio Director Plus............    57
    Agents' and Managers' Retirement Plan Exchange
      Offer........................................    57
 
DEATH BENEFITS.....................................    59
    Beneficiary Information........................    59
    Special Information for Individual Non-Tax
      Qualified Contracts..........................    59
    During the Purchase Period.....................    59
         Interest Guaranteed Death Benefit.........    59
         Standard Death Benefit....................    60
    During the Payout Period.......................    60
 
HOW TO REVIEW INVESTMENT PERFORMANCE OF SEPARATE
  ACCOUNT DIVISIONS................................    61
    Types of Investment Performance Information
      Advertised...................................    61
      Total Return Performance Information.........    61
      Standard Average Annual Total Return.........    61
      Nonstandard Average Annual Total
      Return.......................................    61
      Cumulative Total Return......................    61
      Annual Change in Purchase Unit Value.........    61
      Cumulative Change in Purchase Unit Value.....    62
      Total Return Based on Different Investment
         Amounts...................................    62
      An Assumed Account Value of $10,000..........    62
    Yield Performance Information..................    62
      AGSPC Money Market and American General Money
      Market Divisions.............................    62
      Divisions Other Than The AGSPC Money Market
         and American General Money Market
         Divisions.................................    62
    Performance Information: Average Annual Total
      Return, Cumulative Return and Annual and
      Cumulative Change in Purchase Unit Value
      Tables.......................................    62
 
OTHER CONTRACT FEATURES............................    72
    Changes That May Not Be Made...................    72
    Change of Beneficiary..........................    72
    Contingent Owner...............................    72
    Cancellation -- The 20 Day "Free Look".........    72
    We Reserve Certain Rights......................    72
    Relationship to Employer's Plan................    72
 
VOTING RIGHTS......................................    73
    Who May Give Voting Instructions...............    73
    Determination of Fund Shares Attributable to
      Your Account.................................    73
      During Purchase Period.......................    73
      During Payout Period or after a Death Benefit
         Has Been Paid.............................    73
    How Fund Shares Are Voted......................    73
 
FEDERAL TAX MATTERS................................    74
    Type of Plans..................................    74
    Tax Consequences in General....................    74
    Effect of Tax-Deferred Accumulations...........    75
 
YEAR 2000..........................................    77
    Year 2000 Risks................................    77
</TABLE>
<PAGE>   3
 
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...................    48
Annuitant.......................    59
Assumed Investment Rate.........    52
Beneficiary.....................    59
Contract Owner..................    59
Divisions.......................    61
Fixed Account Options...........    59
Home Office.....................    48
Mutual Fund or Fund.............    18
Participant.....................    01
Participant Year................    49
Payout Period...................    48
Payout Unit.....................    52
Purchase Payments...............   46, 61
Purchase Period.................    48
Purchase Unit...................    47
VALIC Separate Account A........    73
Variable Account Options........   19, 59
</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
Plus, 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 Plus 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 Plus 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 Plus. This summary is called the "Profile of Portfolio
Director Plus." 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>   4
 
PROFILE OF PORTFOLIO DIRECTOR PLUS
- --------------------------------------------------------------------------------
 
Portfolio Director Plus is VALIC's combination fixed and variable annuity that
offers you a wide choice of investment options and flexibility. A summary of
Portfolio Director Plus's major features is presented below. For a more detailed
discussion of Portfolio Director Plus, please read the entire prospectus
carefully.
 
FIXED AND VARIABLE OPTIONS
 
Portfolio Director Plus offers a choice from among 50 Variable Account Options.
You will not be able to invest in all of the Variable Account Options described
below within a single group or individual annuity contract. If your contract is
a tax-deferred nonqualified annuity that is not part of your employer's
retirement plan, those Variable Account Options that are invested in Mutual
Funds available to the public outside of annuity contracts or life insurance
contracts will not be available within your contract. If your contract is part
of your employer's retirement program, that program will describe which Variable
Account Options are available to you. Portfolio Director Plus also offers two
Fixed Account Options.
 
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                 <C>                          <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                SUB-ADVISER
- ----------------------------------------------------------------------------------------------------------------------------------
INDEX               AGSPC International          Growth through investments tracking    VALIC                  N/A
EQUITY              Equities                     the EAFE Index
                    --------------------------------------------------------------------------------------------------------------
FUNDS
                    AGSPC MidCap                 Growth through investments             VALIC                  Bankers Trust
                    Index Fund                   tracking the S&P MidCap 400(R) Index                          Company
                    --------------------------------------------------------------------------------------------------------------
                    AGSPC Small Cap              Growth through investments tracking    VALIC                  Bankers Trust
                    Index Fund                   the Russell 2000(R) Index                                     Company
                    --------------------------------------------------------------------------------------------------------------
                    AGSPC Stock                  Growth through investments tracking    VALIC                  Bankers Trust
                    Index Fund                   the S&P 500(R) Index                                          Company
- ----------------------------------------------------------------------------------------------------------------------------------
ACTIVELY            AGSPC Growth                 Growth through investments             VALIC                  T. Rowe Price
MANAGED             Fund                         in service sector companies                                   Associates, Inc.
                    --------------------------------------------------------------------------------------------------------------
EQUITY              AGSPC Growth & Income        Growth and income through investments  VALIC                  ValueLine, Inc.
FUNDS               Fund                         in stocks or securities convertible
                                                 into stocks
                    --------------------------------------------------------------------------------------------------------------
                    American Century --          Capital growth through                 American Century       N/A
                    Twentieth Century            investments in common                  Investment Management,
                    Ultra Fund                   stock                                  Inc.
                    --------------------------------------------------------------------------------------------------------------
                    American General             Long-term capital appreciation by      VALIC                  Jacobs Asset
                    International Growth         investing in equity securities of                             Management
                    Fund                         non-U.S. companies, the majority of
                                                 which are expected to be in developed
                                                 markets
                    --------------------------------------------------------------------------------------------------------------
                    American General             Growth of capital and future income    VALIC                  Capital Guardian
                    International Value          through investments in securities of                          Trust Company
                    Fund                         non-U.S. issuers and securities whose
                                                 principal markets are outside of the
                                                 United States
                    --------------------------------------------------------------------------------------------------------------
                    American General             Long-term growth through a broadly     VALIC                  Goldman Sachs Asset
                    Large Cap Growth Fund        diversified portfolio of equity                               Management
                                                 securities of large cap U.S. issuers
                    --------------------------------------------------------------------------------------------------------------
                    American General             Total returns exceeding overtime the   VALIC                  State Street Bank &
                    Large Cap Value Fund         Russell 1000(R) Value Index through                           Trust Company/State
                                                 investments in equity securities                              Street Global
                                                                                                               Advisors
                    --------------------------------------------------------------------------------------------------------------
                    American General             Growth through investments in medium   VALIC                  Brown Capital
                    Mid Cap Growth Fund          capitalization equity securities                              Management Inc.
                    --------------------------------------------------------------------------------------------------------------
                    American General             Growth through investments in equity   VALIC                  Neuberger&Berman
                    Mid Cap Value Fund           securities of medium capitalization                           Management Inc.
                                                 companies
                    --------------------------------------------------------------------------------------------------------------
                    American General             Long-term growth through investments   VALIC                  JP Morgan
                    Small Cap Growth Fund        in equity securities of small                                 Investment
                                                 capitalization growth companies                               Management Inc.
                    --------------------------------------------------------------------------------------------------------------
                    American General             Maximum long-term return through       VALIC                  Fiduciary
                    Small Cap Value Fund         investments in small capitalization                           Management
                                                 companies                                                     Associates, Inc.
                                                                                                               and
                                                                                                               Bankers Trust Company
                    --------------------------------------------------------------------------------------------------------------
                    Dreyfus Small                Growth through investments in smaller  The Dreyfus            N/A
                    Cap Portfolio                companies                              Corporation
                    --------------------------------------------------------------------------------------------------------------
                    Founders                     Long-term growth of capital through    Founders               N/A
                    Growth                       investment in common stocks of well    Asset
                    Fund                         established, high-quality growth       Management LLC
                                                 companies
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
 
 2
<PAGE>   5
 
   
<TABLE>
<S>                 <C>                    <C>                                   <C>                    <C>
- --------------------------------------------------------------------------------------------------------------------------
                    VARIABLE ACCOUNT       INVESTMENT
                    OPTIONS                STRATEGY                              ADVISER                SUB-ADVISER
- --------------------------------------------------------------------------------------------------------------------------
                    Neuberger&Berman       Capital appreciation, and             Neuberger&Berman       Neuberger&
                    Guardian Trust         secondarily current income by         Management Inc.        Berman, LLC
                                           investing primarily in common stocks
                                           of long-established, high quality
                                           companies
                    ------------------------------------------------------------------------------------------------------
                    Putnam Global          Capital appreciation through a        Putnam Investment      N/A
                    Growth Fund            globally diversified portfolio of     Management Inc.
                                           common stocks
                    ------------------------------------------------------------------------------------------------------
                    Putnam New             Long-term capital appreciation        Putnam Investment      N/A
                    Opportunities Fund     through investment in common stock    Management Inc.
                    ------------------------------------------------------------------------------------------------------
                    Putnam OTC &           Capital appreciation through          Putnam Investment      N/A
                    Emerging Growth        investments in common stocks of       Management Inc.
                    Fund                   small-to-medium companies
                    ------------------------------------------------------------------------------------------------------
                    Scudder Growth         Long-term growth of capital, current  Scudder Kemper         N/A
                    and Income Fund        income and growth of income           Investments, Inc.
                    ------------------------------------------------------------------------------------------------------
                    T. Rowe Price          Long-term capital growth through      T. Rowe Price          N/A
                    Small-Cap Stock Fund   investments in securities of small    Associates, Inc.
                                           to medium-sized companies
                    ------------------------------------------------------------------------------------------------------
                    Templeton Foreign      Long-term capital growth through      Templeton Global       N/A
                    Fund -- Class 1        investments in equity and debt        Advisors Limited
                                           securities of companies and
                                           governments outside the U.S.
                    ------------------------------------------------------------------------------------------------------
                    Templeton              Long-term capital growth through a    Templeton Investment   N/A
                    International          flexible policy of investing in       Counsel, Inc.
                    Fund -- Class 1*       stocks and debt obligations of
                                           companies and governments outside
                                           the U.S.
                    ------------------------------------------------------------------------------------------------------
                    Vanguard/              Growth and income through             Vanguard               N/A
                    Windsor II             investment in common stock
- --------------------------------------------------------------------------------------------------------------------------
BALANCED            American General       Conservation of principal and         VALIC                  Capital Guardian
FUNDS               Balanced Fund          long-term growth of capital and                              Trust Company
                                           income through investments in fixed
                                           income and equity securities
                    ------------------------------------------------------------------------------------------------------
                    Vanguard/Wellington    Income and growth through 30 to 40%   Vanguard               N/A
                    Fund                   investment in high quality corporate
                                           bonds and 60 to 70% investment in
                                           common stocks
- --------------------------------------------------------------------------------------------------------------------------
INCOME              AGSPC Capital          Income and possible growth through    VALIC                  N/A
FUNDS               Conservation Fund      investments in high quality debt
                                           securities
                    ------------------------------------------------------------------------------------------------------
                    AGSPC Government       Income and possible growth through    VALIC                  N/A
                    Securities Fund        investments in intermediate and
                                           long-term government debt securities
                    ------------------------------------------------------------------------------------------------------
                    AGSPC International    Income and possible growth through    VALIC                  N/A
                    Government             investments in high quality foreign
                    Bond Fund              government debt securities
                    ------------------------------------------------------------------------------------------------------
                    American General Core  Maximum income through investment in  VALIC                  American General
                    Bond Fund              medium to high quality fixed income                          Investment
                                           securities                                                   Management, L.P.
                    ------------------------------------------------------------------------------------------------------
                    American General       High income and total return          VALIC                  Capital Guardian
                    Domestic Bond Fund     consistent with conservation of                              Trust Company
                                           capital through investments in fixed
                                           income securities and other income
                                           producing securities
                    ------------------------------------------------------------------------------------------------------
                    American General High  High total return and income          VALIC                  American General
                    Yield Bond Fund        consistent with conservation of                              Investment
                                           capital through investment in high                           Management, L.P.
                                           yield fixed income securities
                    ------------------------------------------------------------------------------------------------------
                    American General       High level of total return and        VALIC                  American General
                    Strategic Bond Fund    income consistent with conservation                          Investment
                                           of capital through investment in                             Management, L.P.
                                           income-producing securities
                    ------------------------------------------------------------------------------------------------------
                    Vanguard Fixed Income  Income through investment             Vanguard               N/A
                    Securities             in long-term high quality corporate
                    Fund-Long-Term         bonds
                    Corporate Portfolio
                    ------------------------------------------------------------------------------------------------------
                    Vanguard Fixed Income  Income through investment in          Vanguard               N/A
                    Securities             long-term U.S. Treasury bonds
                    Fund-Long-Term
                    U.S. Treasury
                    Portfolio
- --------------------------------------------------------------------------------------------------------------------------
SPECIALTY           AGSPC Science &        Growth through investments in stocks  VALIC                  T. Rowe Price
FUNDS               Technology             of companies which benefit from                              Associates, Inc.
                    Fund                   development of science and
                                           technology
                    ------------------------------------------------------------------------------------------------------
                    AGSPC Social           Growth through investments in         VALIC                  N/A
                    Awareness              stocks of companies meeting social
                    Fund                   criteria of the Fund
                    ------------------------------------------------------------------------------------------------------
                    American General       Growth through investments in stocks  VALIC                  N/A
                    Socially Responsible   of companies meeting social criteria
                    Fund                   of the Fund
- --------------------------------------------------------------------------------------------------------------------------
* A series of Templeton Variable Products Series Fund.
</TABLE>
    
 
                                                                               3
<PAGE>   6
   
<TABLE>
<S>                 <C>                          <C>                                    <C>                    <C>
 
- ----------------------------------------------------------------------------------------------------------------------------------
                    VARIABLE ACCOUNT             INVESTMENT
                    OPTIONS                      STRATEGY                               ADVISER                SUB-ADVISER
- ----------------------------------------------------------------------------------------------------------------------------------
MONEY               AGSPC Money                  Income through investments in          VALIC                  N/A
MARKET              Market                       short-term money market
FUNDS               Fund                         securities
                    --------------------------------------------------------------------------------------------------------------
                    American General Money       Income through investments in          VALIC                  N/A
                    Market Fund                  short-term money market securities
- ----------------------------------------------------------------------------------------------------------------------------------
LIFESTYLE           American General             Current income and a low to moderate   VALIC                  N/A
FUNDS               Conservative Growth          level of growth through investments
                    Lifestyle Fund               in American General Series Portfolio
                                                 Company Funds
                    --------------------------------------------------------------------------------------------------------------
                    American General             Growth through investments in          VALIC                  N/A
                    Growth                       American General Series Portfolio
                    Lifestyle Fund               Company Funds
                    --------------------------------------------------------------------------------------------------------------
                    American General             Growth and current income through      VALIC                  N/A
                    Moderate Growth              investments in American General
                    Lifestyle Fund               Series Portfolio Company Funds
                    --------------------------------------------------------------------------------------------------------------
                    Vanguard LifeStrategy        High level of income and moderate      Vanguard               N/A
                    Conservative                 long-term growth of capital and
                    Growth Portfolio             income
                    --------------------------------------------------------------------------------------------------------------
                    Vanguard LifeStrategy        Growth of capital and income           Vanguard               N/A
                    Growth Portfolio
                    --------------------------------------------------------------------------------------------------------------
                    Vanguard LifeStrategy        A reasonable level of income and       Vanguard               N/A
                    Moderate Growth              long-term growth of capital and
                    Portfolio                    income
- ----------------------------------------------------------------------------------------------------------------------------------
ASSET               AGSPC Asset Allocation       Maximum return through investments in  VALIC                  N/A
ALLOCATION          Fund                         a mix of stocks, bonds and money
FUNDS                                            market securities
                    --------------------------------------------------------------------------------------------------------------
                    Templeton Asset              High level of total return through a   Templeton Investment   N/A
                    Allocation                   flexible policy of investing in        Counsel, Inc.
                    Fund -- Class 1*             stocks and debt obligations of
                                                 companies and governments of any
                                                 nation and money market instruments
- ----------------------------------------------------------------------------------------------------------------------------------
* A series of Templeton Variable Products Series Fund.
</TABLE>
    
 
 4
<PAGE>   7
 
- --------------------------------------------------------------------------------
 
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 Plus 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 Plus 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 Plus'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 0.75% 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 or distributor 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 Plus 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.
 
                                                                               5
<PAGE>   8
 
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(8)                              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 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
American General Balanced(4)                           0.25            0.75            (0.25)         0.75
American General Conservative Growth Lifestyle(4)      0.25            0.75            (0.25)         0.75
American General Core Bond(4)                          0.25            0.75            (0.25)         0.75
American General Domestic Bond(4)                      0.25            0.75            (0.25)         0.75
American General Growth Lifestyle(4)                   0.25            0.75            (0.25)         0.75
American General High Yield Bond(4)                    0.25            0.75            (0.25)         0.75
American General International Growth(4)               0.25            0.75            (0.25)         0.75
American General International Value(4)                0.25            0.75            (0.25)         0.75
American General Large Cap Growth(4)                   0.25            0.75            (0.25)         0.75
American General Large Cap Value(4)                    0.25            0.75            (0.25)         0.75
American General Mid Cap Growth(4)                     0.25            0.75            (0.25)         0.75
American General Mid Cap Value(4)                      0.25            0.75            (0.25)         0.75
American General Moderate Growth Lifestyle(4)          0.25            0.75            (0.25)         0.75
American General Money Market(4)                       0.25            0.75            (0.25)         0.75
American General Small Cap Growth(4)                   0.25            0.75            (0.25)         0.75
American General Small Cap Value(4)                    0.25            0.75            (0.25)         0.75
American General Socially Responsible(4)               0.25            0.75            (0.25)         0.75
American General Strategic Bond(4)                     0.25            0.75            (0.25)         0.75
Dreyfus Variable Investment
  Dreyfus Small Cap Portfolio(4)                       0.25            1.00            (0.15)         1.10
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
T. Rowe Price Small-Cap Stock                          0.25            1.00               --          1.25
Templeton Foreign -- Class 1(4)                        0.25            1.00            (0.25)         1.00
Templeton Variable Products Series Fund
  Templeton Asset Allocation -- Class 1                0.25            1.00               --          1.25
  Templeton International -- Class 1                   0.25            1.00               --          1.25
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 LifeStrategy Conservative Growth
  Portfolio                                            0.25            1.00               --          1.25
Vanguard LifeStrategy Growth Portfolio                 0.25            1.00               --          1.25
Vanguard LifeStrategy Moderate Growth Portfolio        0.25            1.00               --          1.25
Vanguard/Wellington                                    0.25            1.00               --          1.25
Vanguard/Windsor II                                    0.25            1.00               --          1.25
</TABLE>
    
 
 6
<PAGE>   9
- --------------------------------------------------------------------------------
 
FUND ANNUAL EXPENSES
(as a percentage of net assets):
 
   
<TABLE>
<CAPTION>
                                                      MANAGEMENT                   OTHER           TOTAL FUND
                                                         FEES                    EXPENSES           EXPENSES
                                                    (AFTER EXPENSE   12B-1    (AFTER EXPENSE     (AFTER EXPENSE
                       FUND                         REIMBURSEMENT)   FEES    REIMBURSEMENT)(6)   REIMBURSEMENT)
                       ----                         --------------   -----   -----------------   --------------
<S>                                                 <C>              <C>     <C>                 <C>
AGSPC Asset Allocation(8)                                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
American Century -- Twentieth Century Ultra              1.00          --             --              1.00
American General Balanced(10)                            0.05          --           0.80              0.85
American General Conservative Growth Lifestyle           0.10          --             --              0.10
American General Core Bond(10)                             --          --           0.83              0.83
American General Domestic Bond(10)                       0.24          --           0.57              0.81
American General Growth Lifestyle                        0.10          --             --              0.10
American General High Yield Bond(10)                     0.20          --           0.83              1.03
American General International Growth(10)                0.47          --           0.71              1.18
American General International Value(10)                 0.37          --           0.70              1.07
American General Large Cap Growth(10)                    0.30          --           0.58              0.88
American General Large Cap Value(10)                     0.25          --           0.58              0.83
American General Mid Cap Growth(10)                      0.18          --           0.64              0.82
American General Mid Cap Value(10)                       0.43          --           0.64              1.07
American General Moderate Growth Lifestyle               0.10          --             --              0.10
American General Money Market(10)                          --          --           0.58              0.58
American General Small Cap Growth(10)                    0.56          --           0.62              1.18
American General Small Cap Value(10)                     0.38          --           0.63              1.01
American General Socially Responsible(10)                  --          --           0.58              0.58
American General Strategic Bond(10)                      0.03          --           0.90              0.93
Dreyfus Variable Investment
  Dreyfus Small Cap Portfolio                            0.75          --           0.03              0.78
Founders Growth                                          0.67        0.25%          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           0.31              1.06
Putnam OTC & Emerging Growth                             0.56        0.25           0.35              1.16
Scudder Growth and Income                                0.46          --           0.30              0.76
T. Rowe Price Small-Cap Stock                            0.77          --           0.25              1.02
Templeton Foreign -- Class 1                             0.61        0.25           0.22              1.08
Templeton Variable Products Series Fund
  Templeton Asset Allocation -- Class 1(9)               0.60          --           0.18              0.78
  Templeton International -- Class 1(9)                  0.69          --           0.19              0.88
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 LifeStrategy Conservative Growth Portfolio        --          --           0.29              0.29
Vanguard LifeStrategy Growth Portfolio                     --          --           0.29              0.29
Vanguard LifeStrategy Moderate Growth Portfolio            --          --           0.29              0.29
Vanguard/Wellington                                      0.04          --           0.25              0.29
Vanguard/Windsor II                                      0.15          --           0.22              0.37
</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.
 
                                                                               7
<PAGE>   10
 
- --------------------------------------------------------------------------------
 
 (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 or distributors 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 or distributors pay
     administrative, shareholder service or distribution fees to the Company:
     American Century -- Twentieth Century (0.21%), American General Funds
     (0.25%), Dreyfus (0.15%), 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 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, administrative and other miscellaneous expenses. See each
     Fund's prospectus for a detailed explanation of these fees.
 
 (7) Neuberger&Berman Guardian Trust ("Trust") has identical investment
     objectives and policies and invests in the same portfolio as
     Neuberger&Berman Guardian Fund ("Fund"). Both the Fund and the Trust are
     managed by Neuberger&Berman Management Inc. ("N&B"). 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. For this Fund, MANAGEMENT FEES include
     administration expenses. For the Trust's 1997 fiscal year, N&B did not bear
     any expenses.
 
 (8) The AGSPC Asset Allocation Fund was formerly known as the Timed Opportunity
     Fund.
 
 (9) 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.
 
(10) After expense reimbursement. In the absence of the expense reimbursement,
     management fees, other expenses and total fund operating expenses,
     respectively, would be: Balanced Fund, 0.80%, 0.80% and 1.60%; Core Bond
     Fund, 0.50%, 0.86% and 1.36%; Domestic Bond Fund, 0.60%, 0.57% and 1.17%;
     High Yield Bond Fund, 0.70%, 0.83% and 1.53%; International Growth Fund,
     0.90%, 0.71% and 1.61%; International Value Fund, 1.00%, 0.70% and 1.70%;
     Large Cap Growth Fund, 0.55%, 0.58% and 1.13%; Large Cap Value Fund, 0.50%,
     0.58% and 1.08%; Mid Cap Growth Fund, 0.65%, 0.64% and 1.29%; Mid Cap Value
     Fund, 0.75%, 0.64% and 1.39%; Money Market Fund, 0.25%, 0.86% and 1.11%;
     Small Cap Growth Fund, 0.85%, 0.62% and 1.47%; Small Cap Value Fund, 0.75%,
     0.63% and 1.38%; and Socially Responsible Fund, 0.25%, 0.87% and 1.12%; and
     Strategic Bond Fund, 0.60%, 0.90% and 1.50%.
 
 8
<PAGE>   11
 
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 Plus 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
American Century -- Twentieth Century Ultra Division 31        21        64       110        237
American General Balanced Division 42                          16        51        87        191
American General Conservative Growth Lifestyle Division 50      9        27        47        105
American General Core Bond Division 58                         16        50        86        188
American General Domestic Bond Division 43                     16        49        85        186
American General Growth Lifestyle Division 48                   9        27        47        105
American General High Yield Bond Division 60                   18        56        97        210
American General International Growth Division 33              20        61       104        226
American General International Value Division 34               18        57        99        214
American General Large Cap Growth Division 39                  17        51        89        194
American General Large Cap Value Division 40                   16        50        86        188
American General Mid Cap Growth Division 37                    16        50        86        187
American General Mid Cap Value Division 38                     18        57        99        214
American General Moderate Growth Lifestyle Division 49          9        27        47        105
American General Money Market Division 44                      14        42        73        161
American General Small Cap Growth Division 35                  20        61       104        226
American General Small Cap Value Division 36                   18        55        96        208
American General Socially Responsible Division 41              14        42        73        161
American General Strategic Bond Division 59                    17        53        91        199
Dreyfus Variable Investment
  Dreyfus Small Cap Portfolio Division 18                      19        59       102        221
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
T. Rowe Price Small-Cap Stock Division 51                      23        71       122        261
Templeton Foreign -- Class 1 Division 32                       21        65       112        242
Templeton Variable Products Series Fund
  Templeton Asset Allocation -- Class 1 Division 19            21        64       109        236
  Templeton International -- Class 1 Division 20               22        67       115        247
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 LifeStrategy Conservative Growth Portfolio Division
  54                                                           16        49        84        184
Vanguard LifeStrategy Growth Portfolio Division 52             16        49        84        184
Vanguard LifeStrategy Moderate Growth Portfolio Division 53    16        49        84        184
Vanguard/Wellington Division 25                                16        49        84        184
Vanguard/Windsor II Division 24                                16        51        88        193
</TABLE>
    
 
                                                                               9
<PAGE>   12
 
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 Plus 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
American Century -- Twentieth Century Ultra Division 31        21        66       113        243
American General Balanced Division 42                          17        52        90        197
American General Conservative Growth Lifestyle Division 50      9        29        50        112
American General Core Bond Division 58                         17        52        89        194
American General Domestic Bond Division 43                     16        51        88        192
American General Growth Lifestyle Division 48                   9        29        50        112
American General High Yield Bond Division 60                   19        58        99        216
American General International Growth Division 33              20        62       107        232
American General International Value Division 34               19        59       101        220
American General Large Cap Growth Division 39                  17        53        92        200
American General Large Cap Value Division 40                   17        52        89        194
American General Mid Cap Growth Division 37                    17        51        89        193
American General Mid Cap Value Division 38                     19        59       101        220
American General Moderate Growth Lifestyle Division 49          9        29        50        112
American General Money Market Division 44                      14        44        76        167
American General Small Cap Growth Division 35                  20        62       107        232
American General Small Cap Value Division 36                   18        57        98        214
American General Socially Responsible Division 41              14        44        76        167
American General Strategic Bond Division 59                    18        55        94        205
Dreyfus Variable Investment
  Dreyfus Small Cap Portfolio Division 18                      20        61       105        226
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
T. Rowe Price Small-Cap Stock Division 51                      24        73       124        267
Templeton Foreign -- Class 1 Division 32                       22        67       115        247
Templeton Variable Products Series Fund
  Templeton Asset Allocation -- Class 1 Division 19            21        65       112        242
  Templeton International -- Class 1 Division 20               22        68       117        252
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 LifeStrategy Conservative Growth Portfolio Division
  54                                                           16        50        87        190
Vanguard LifeStrategy Growth Portfolio Division 52             16        50        87        190
Vanguard LifeStrategy Moderate Growth Portfolio Division 53    16        50        87        190
Vanguard/Wellington Division 25                                16        50        87        190
Vanguard/Windsor II Division 24                                17        53        91        199
</TABLE>
    
 
 10
<PAGE>   13
 
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 Plus 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
American Century -- Twentieth Century Ultra Division 31        68       115       163        243
American General Balanced Division 42                          63       102       140        197
American General Conservative Growth Lifestyle Division 50     56        79       100        112
American General Core Bond Division 58                         63       101       139        194
American General Domestic Bond Division 43                     63       101       138        192
American General Growth Lifestyle Division 48                  56        79       100        112
American General High Yield Bond Division 60                   65       107       149        216
American General International Growth Division 33              67       112       157        232
American General International Value Division 34               65       108       151        220
American General Large Cap Growth Division 39                  64       103       142        200
American General Large Cap Value Division 40                   63       101       139        194
American General Mid Cap Growth Division 37                    63       101       139        193
American General Mid Cap Value Division 38                     65       108       151        220
American General Moderate Growth Lifestyle Division 49         56        79       100        112
American General Money Market Division 44                      61        94       126        167
American General Small Cap Growth Division 35                  67       112       157        232
American General Small Cap Value Division 36                   65       107       148        214
American General Socially Responsible Division 41              61        94       126        167
American General Strategic Bond Division 59                    64       104       144        205
Dreyfus Variable Investment
  Dreyfus Small Cap Portfolio Division 18                      66       110       155        226
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
T. Rowe Price Small-Cap Stock Division 51                      70       121       174        267
Templeton Foreign -- Class 1 Division 32                       68       116       165        247
Templeton Variable Products Series Fund
  Templeton Asset Allocation -- Class 1 Division 19            67       114       162        242
  Templeton International -- Class 1 Division 20               68       117       167        252
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 LifeStrategy Conservative Growth Portfolio Division
  54                                                           63       100       137        190
Vanguard LifeStrategy Growth Portfolio Division 52             63       100       137        190
Vanguard LifeStrategy Moderate Growth Portfolio Division 53    63       100       137        190
Vanguard/Wellington Division 25                                63       100       137        190
Vanguard/Windsor II Division 24                                64       103       141        199
</TABLE>
    
 
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.
 
                                                                              11
<PAGE>   14
 
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
 Purchase Units in Force           53,307,351     28,242,598     45,034,894   453,172,490    132,434,555     122,716,744
 Purchase 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
July 1, 1996
 Initial Offering Value                --            --             --            --             --              --
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(1)                --            --             --            --             --              --
April 29, 1994
 Purchase Unit Value(1)                --            --             --          $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(1)                --            --             --            --             --              --
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(1)                --            --             --            --             --              --
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(1)                --            --             --            --             --            $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      AGSPC          AGSPC
                                    GOVERNMENT        MIDCAP         MONEY
                                       BOND           INDEX          MARKET
                                    DIVISION 13     DIVISION 4     DIVISION 6
                                    -----------     ----------     ----------
<S>                                <C>             <C>            <C>
December 31, 1997
 Purchase Units in Force            111,480,591    171,065,657     84,182,521
 Purchase Unit Value                  $1.490645      $4.269122      $1.673590
December 31, 1996
 Purchase Units in Force            112,601,593    172,816,978     75,124,095
 Purchase Unit Value                  $1.582230      $3.272588      $1.607212
July 1, 1996
 Initial Offering Value                 --             --             --
December 31, 1995
 Purchase Units in Force             73,369,250    172,613,690     51,907,757
 Purchase Unit Value                  $1.530780      $2.782677      $1.545802
December 31, 1994
 Purchase Units in Force             25,691,713    171,442,018     75,765,781
 Purchase Unit Value                  $1.301357      $2.153183      $1.479129
July 11, 1994
 Purchase Unit Value(1)                 --             --             --
April 29, 1994
 Purchase Unit Value(1)                 --             --             --
December 31, 1993
 Purchase Units in Force             18,155,381    134,621,879     24,799,810
 Purchase Unit Value                  $1.258340      $2.259378      $1.439327
December 31, 1992
 Purchase Units in Force              6,245,713     81,007,871     23,414,474
 Purchase Unit Value                  $1.112826      $2.021271      $1.415690
May 1, 1992
 Purchase Unit Value(1)                 --             --             --
December 31, 1991
 Purchase Units in Force                953,038     49,106,844     25,545,494
 Purchase Unit Value                  $1.090499      $1.858030      $1.384882
October 1, 1991
 Purchase Unit Value(1)               $1.000000        --             --
December 31, 1990
 Purchase Units in Force                --          42,958,640     25,246,481
 Purchase Unit Value                    --           $1.538017      $1.325393
December 31, 1989
 Purchase Units in Force                --          40,618,028     15,949,534
 Purchase Unit Value                    --           $1.712671      $1.240599
October 2, 1989
 Purchase Unit Value(1)                 --             --             --
December 31, 1988
 Purchase Units in Force                --          38,747,706      9,429,191
 Purchase Unit Value                    --           $1.450217      $1.149516
</TABLE>
 
- ------------
 
(1) Purchase Unit Value At Date Of Inception.
 
 12
<PAGE>   15
 
- --------------------------------------------------------------------------------
   
<TABLE>
<CAPTION>
                                                                   AMERICAN                         AMERICAN
                                                                   CENTURY-                         GENERAL
      AGSPC          AGSPC          AGSPC                         TWENTIETH        AMERICAN       CONSERVATIVE       AMERICAN
    SCIENCE &      SMALL CAP        SOCIAL          AGSPC          CENTURY         GENERAL           GROWTH        GENERAL CORE
    TECHNOLOGY       INDEX        AWARENESS      STOCK INDEX        ULTRA          BALANCED        LIFESTYLE           BOND
   DIVISION 17    DIVISION 14    DIVISION 12    DIVISION 10(3)   DIVISION 31    DIVISION 42(2)   DIVISION 50(2)   DIVISION 58(2)
   -----------    -----------    -----------    --------------   -----------    --------------   --------------   --------------
   <S>            <C>            <C>            <C>              <C>            <C>              <C>              <C>
   397,842,959    106,279,077     81,577,104      615,053,124     97,745,282
     $2.285739      $2.163595      $2.985333        $3.753436      $1.265937
   315,809,646    103,320,842     46,574,016      536,806,965     16,654,076
     $2.250471      $1.785442      $2.252673        $2.848437      $1.039845
       --             --             --              --            $1.000000
   187,862,232     98,335,995     32,750,120      455,255,243
     $1.997175      $1.544896      $1.835102        $2.343900
    42,726,137    100,383,839     29,015,764      416,234,288
     $1.247713      $1.222329      $1.333899        $1.724134
       --             --             --              --
     $1.000000        --             --              --
       --          56,159,647     26,230,566      369,550,060
       --           $1.277199      $1.366979        $1.729327
       --           9,723,477     16,956,437      283,808,045
       --           $1.112790      $1.279516        $1.589718
       --           $1.000000        --              --
       --             --           8,447,711       90,526,907
       --             --           $1.250634        $1.505641
       --             --             --              --
       --             --           2,947,418       46,016,297
       --             --           $0.987666        $1.179000
       --             --             212,636       22,325,990
       --             --           $1.010003        $1.238782
       --             --           $1.000000         --
       --             --             --             9,213,178
       --             --             --             $0.968670
 
<CAPTION>
 
                    AMERICAN         AMERICAN
      AGSPC         GENERAL          GENERAL
    SCIENCE &       DOMESTIC          GROWTH
    TECHNOLOGY        BOND          LIFESTYLE
   DIVISION 17   DIVISION 43(2)   DIVISION 48(2)
   -----------   --------------   --------------
   <S>           <C>              <C>
   397,842,959
     $2.285739
   315,809,646
     $2.250471
       --
   187,862,232
     $1.997175
    42,726,137
     $1.247713
       --
     $1.000000
       --
       --
       --
       --
       --
       --
       --
       --
       --
       --
       --
       --
       --
       --
       --
</TABLE>
    
 
- ------------
 
(2) No Selected Purchase Unit Data available at this time.
 
(3) 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.
 
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.
 
                                                                              13
<PAGE>   16
 
SELECTED PURCHASE UNIT DATA -- (Continued)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
 
                                                            AMERICAN         AMERICAN
                                           AMERICAN         GENERAL          GENERAL          AMERICAN         AMERICAN
                                         GENERAL HIGH    INTERNATIONAL    INTERNATIONAL    GENERAL LARGE    GENERAL LARGE
                                          YIELD BOND         GROWTH           VALUE          CAP GROWTH       CAP VALUE
                                        DIVISION 60(2)   DIVISION 33(2)   DIVISION 34(2)   DIVISION 39(2)   DIVISION 40(2)
                                        --------------   --------------   --------------   --------------   --------------
<S>                                     <C>              <C>              <C>              <C>              <C>
December 31, 1997
 Purchase Units in Force
 Purchase Unit Value
December 31, 1996
 Purchase Units in Force
 Purchase Unit Value
July 1, 1996
 Initial Offering Value
December 31, 1995
 Purchase Units in Force
 Purchase Unit Value
December 31, 1994
 Purchase Units in Force
 Purchase Unit Value
July 11, 1994
 Purchase Unit Value(1)
April 29, 1994
 Purchase Unit Value(1)
December 31, 1993
 Purchase Units in Force
 Purchase Unit Value
December 31, 1992
 Purchase Units in Force
 Purchase Unit Value
May 1, 1992
 Purchase Unit Value(1)
December 31, 1991
 Purchase Units in Force
 Purchase Unit Value
October 1, 1991
 Purchase Unit Value(1)
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(1)
December 31, 1988
 Purchase Units in Force
 Purchase Unit Value
 
<CAPTION>
 
                                          AMERICAN         AMERICAN
                                        GENERAL MID      GENERAL MID
                                         CAP GROWTH       CAP VALUE
                                       DIVISION 37(2)   DIVISION 38(2)
                                       --------------   --------------
<S>                                    <C>              <C>
December 31, 1997
 Purchase Units in Force
 Purchase Unit Value
December 31, 1996
 Purchase Units in Force
 Purchase Unit Value
July 1, 1996
 Initial Offering Value
December 31, 1995
 Purchase Units in Force
 Purchase Unit Value
December 31, 1994
 Purchase Units in Force
 Purchase Unit Value
July 11, 1994
 Purchase Unit Value(1)
April 29, 1994
 Purchase Unit Value(1)
December 31, 1993
 Purchase Units in Force
 Purchase Unit Value
December 31, 1992
 Purchase Units in Force
 Purchase Unit Value
May 1, 1992
 Purchase Unit Value(1)
December 31, 1991
 Purchase Units in Force
 Purchase Unit Value
October 1, 1991
 Purchase Unit Value(1)
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(1)
December 31, 1988
 Purchase Units in Force
 Purchase Unit Value
</TABLE>
 
- ------------
 
(1) Purchase Unit Value At Date Of Inception.
 
(2) No Selected Purchase Unit Data available at this time.
 
 14
<PAGE>   17
 
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                           DREYFUS
                                                                                                           VARIABLE
                                                                                                          INVESTMENT
      AMERICAN                                                                                               FUND
      GENERAL          AMERICAN                                           AMERICAN         AMERICAN      ------------
      MODERATE         GENERAL          AMERICAN         AMERICAN         GENERAL          GENERAL         DREYFUS
       GROWTH           MONEY        GENERAL SMALL    GENERAL SMALL       SOCIALLY        STRATEGIC       SMALL CAP
     LIFESTYLE          MARKET         CAP GROWTH       CAP VALUE       RESPONSIBLE          BOND         PORTFOLIO
   DIVISION 49(2)   DIVISION 44(2)   DIVISION 35(2)   DIVISION 36(2)   DIVISION 41(2)   DIVISION 59(2)   DIVISION 18
   --------------   --------------   --------------   --------------   --------------   --------------   -----------
   <S>              <C>              <C>              <C>              <C>              <C>              <C>
                                                                                                         479,851,525
                                                                                                           $1.770622
                                                                                                         428,883,250
                                                                                                           $1.534694
                                                                                                                  --
                                                                                                         267,735,219
                                                                                                           $1.332904
                                                                                                          85,169,871
                                                                                                           $1.043156
                                                                                                           $1.000000
 
<CAPTION>
 
      AMERICAN
      GENERAL                   NEUBERGER
      MODERATE                   &BERMAN
       GROWTH     FOUNDERS      GUARDIAN
     LIFESTYLE     GROWTH         TRUST
   DIVISION 49  DIVISION 30    DIVISION 29
   -----------  -----------    -----------
   <S>          <C>            <C>
                132,167,162    35,406,663
                  $1.289513     $1.307438
                 31,197,464     8,211,592
                  $1.029522     $1.120770
                  $1.000000     $1.000000
</TABLE>
 
- ------------
 
(2) No Selected Purchase Unit Data available at this time.
 
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.
 
                                                                              15
<PAGE>   18
 
SELECTED PURCHASE UNIT DATA -- (Continued)
- --------------------------------------------------------------------------------
   
<TABLE>
<CAPTION>
 
                                                                          PUTNAM        SCUDDER
                                            PUTNAM                         OTC &        GROWTH      T. ROWE PRICE     TEMPLETON
                                            GLOBAL       PUTNAM NEW      EMERGING         AND         SMALL-CAP       FOREIGN --
                                            GROWTH      OPPORTUNITIES     GROWTH        INCOME          STOCK          CLASS 1
                                          DIVISION 28    DIVISION 26    DIVISION 27   DIVISION 21   DIVISION 51(2)   DIVISION 32
                                          -----------   -------------   -----------   -----------   --------------   ------------
<S>                                       <C>           <C>             <C>           <C>           <C>              <C>
December 31, 1997
 Purchase Units in Force                  49,548,732     143,395,066    99,785,041    94,225,984                     159,201,107
 Purchase Unit Value                       $1.186775       $1.149453     $0.976262     $1.436011                       $1.135778
December 31, 1996
 Purchase Units in Force                  16,648,600      53,001,699    48,902,828    16,524,046                      36,671,828
 Purchase Unit Value                       $1.057690       $0.947573     $0.894978     $1.114950                       $1.075896
July 1, 1996
 Initial Offering Value                    $1.000000       $1.000000     $1.000000     $1.000000                       $1.000000
December 31, 1995
 Purchase Units in Force
 Purchase Unit Value
December 31, 1994
 Purchase Units in Force
 Purchase Unit Value
July 11, 1994
 Purchase Unit Value(1)
April 29, 1994
 Purchase Unit Value(1)
December 31, 1993
 Purchase Units in Force
 Purchase Unit Value
December 31, 1992
 Purchase Units in Force
 Purchase Unit Value
May 1, 1992
 Purchase Unit Value(1)
December 31, 1991
 Purchase Units in Force
 Purchase Unit Value
October 1, 1991
 Purchase Unit Value(1)
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(1)
December 31, 1988
 Purchase Units in Force
 Purchase Unit Value
 
<CAPTION>
                                           TEMPLETON VARIABLE PRODUCTS
                                                   SERIES FUND
                                         --------------------------------
                                           TEMPLETON
                                             ASSET          TEMPLETON
                                         ALLOCATION --   INTERNATIONAL --
                                            CLASS 1          CLASS 1
                                          DIVISION 19      DIVISION 20
                                         -------------   ----------------
<S>                                      <C>             <C>
December 31, 1997
 Purchase Units in Force                  196,150,946      463,174,350
 Purchase Unit Value                        $1.613943        $1.575168
December 31, 1996
 Purchase Units in Force                  137,384,670      378,581,949
 Purchase Unit Value                        $1.414844        $1.399702
July 1, 1996
 Initial Offering Value                            --               --
December 31, 1995
 Purchase Units in Force                   78,494,505      219,124,926
 Purchase Unit Value                        $1.205181        $1.142586
December 31, 1994
 Purchase Units in Force                   32,807,602       71,716,511
 Purchase Unit Value                        $0.995860        $0.999282
July 11, 1994
 Purchase Unit Value(1)                     $1.000000        $1.000000
April 29, 1994
 Purchase Unit Value(1)
December 31, 1993
 Purchase Units in Force
 Purchase Unit Value
December 31, 1992
 Purchase Units in Force
 Purchase Unit Value
May 1, 1992
 Purchase Unit Value(1)
December 31, 1991
 Purchase Units in Force
 Purchase Unit Value
October 1, 1991
 Purchase Unit Value(1)
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(1)
December 31, 1988
 Purchase Units in Force
 Purchase Unit Value
</TABLE>
    
 
- ------------
 
(1) Purchase Unit Value At Date Of Inception.
 
(2) No Selected Purchase Unit Data available at this time.
 
 16
<PAGE>   19
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                      VANGUARD       VANGUARD
                    FIXED INCOME   FIXED INCOME
      VANGUARD       SECURITIES     SECURITIES                         VANGUARD
    LIFESTRATEGY       FUND-           FUND-          VANGUARD       LIFESTRATEGY
    CONSERVATIVE     LONG-TERM       LONG-TERM      LIFESTRATEGY       MODERATE
       GROWTH        CORPORATE     U.S. TREASURY       GROWTH           GROWTH        VANGUARD/      VANGUARD/
     PORTFOLIO       PORTFOLIO       PORTFOLIO       PORTFOLIO        PORTFOLIO       WELLINGTON     WINDSOR II
   DIVISION 54(2)   DIVISION 22     DIVISION 23    DIVISION 52(2)   DIVISION 53(2)   DIVISION 25    DIVISION 24
   --------------   -----------    -------------   --------------   --------------   -----------    -----------
   <S>              <C>            <C>             <C>              <C>              <C>            <C>
                     17,371,407     20,041,920                                       116,429,781    187,929,868
                      $1.176649      $1.178938                                         $1.340109      $1.464949
                      3,370,441      4,174,369                                        22,866,634     37,292,761
                      $1.047595      $1.048470                                         $1.101584      $1.120855
                      $1.000000      $1.000000                                         $1.000000      $1.000000
</TABLE>
 
- ------------
 
(2) No Selected Purchase Unit Data available at this time.
 
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.
 
                                                                              17
<PAGE>   20
 
- --------------------------------------------------------------------------------
 
ABOUT PORTFOLIO DIRECTOR PLUS
 
Portfolio Director Plus 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 Plus can come from different sources, like
payroll deductions or money transfers. Your retirement savings process with
Portfolio Director Plus will involve two stages: the Purchase Period; and the
Payout Period. The first is when you make contributions into Portfolio Director
Plus 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 Plus.
 
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 Plus. 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.
 
VALIC is a member of the Insurance Marketplace Standards Association (IMSA).
IMSA is a voluntary membership organization created by the life insurance
industry to promote ethical market conduct for individual life insurance and
annuity products. VALIC's membership in IMSA applies to VALIC only and not its
products or affiliates.
 
ABOUT VALIC SEPARATE ACCOUNT A
 
When you direct money to Portfolio Director Plus'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 Plus. 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." Fifty Divisions are
available and represent the Variable Account Options in Portfolio Director Plus.
Each of these Divisions invests in a different Mutual Fund made available
through Portfolio Director Plus. 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 Plus. 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 Plus, VALIC Separate Account A may not be charged with the
liabilities of any other VALIC operation. As stated in Portfolio Director Plus,
the Texas Insurance Code requires that the assets of VALIC Separate Account A
attributable to Portfolio Director Plus be held exclusively for the benefit of
the contract owner, participants, annuitants, and beneficiaries of Portfolio
Director Plus. 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.
 
Portfolio Director Plus enables you to participate in Divisions that represent
fifty Variable Account Options. These Divisions comprise all of the Variable
Account Options that are made available through VALIC Separate Account A. You
may not according to your retirement program be able to invest in all fifty
Variable Account Options described in this prospectus. See "About VALIC Separate
Account A" in this prospectus.
 
All inquiries regarding
PORTFOLIO DIRECTOR PLUS
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
 18
<PAGE>   21
 
VARIABLE ACCOUNT OPTIONS
- --------------------------------------------------------------------------------
 
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 Plus and include:
 
- - American General Series Portfolio
   
  Company (AGSPC) -- offers 13 funds, for which VALIC serves as investment
  adviser.
    
- - American General Series Portfolio Company 3 (AGSPC 3) -- offers 18 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.
- - Dreyfus Variable Investment Fund -- offers 1 fund, for which The Dreyfus
  Corporation 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.
- - T. Rowe Price Small-Cap Stock Fund, Inc. -- offers 1 fund for which T. Rowe
  Price Associates, Inc. serves as investment adviser.
- - Templeton Funds Inc. -- offers 3 funds for which Templeton Global Advisors
  Limited and Templeton Investment Counsel, Inc. serves as investment advisers.
- - Templeton Variable Products Series Fund -- offers 2 funds for which Templeton
  Investment Counsel Inc. serves as investment adviser.
- - The Vanguard Group Inc. -- offers 7 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.
 
   
Sixteen of the Mutual Funds offered through VALIC's Separate Account A are also
available to the general public.
    
 
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 as well as the Standard Average Annual Total Return for each Division for a
1, 3, 5 and 10 year period if available. The performance information in the
tables and graphs 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. They 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 certain 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 for periods prior to July 11, 1994. The returns shown
in the tables for certain 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.
    
 
The Standard Average Annual Total Return figures show the average percentage
change in the value of an investment in a Division from the beginning to the end
of the historical periods shown below. 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 Plus at the end of the specified period. Premium
taxes are not deducted. This information is calculated for each Division based
on how an initial investment of $1,000 performed at the end of the specified
periods shown.
 
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 Plus.
Investment returns on
Variable Account
Options may be positive
or negative depending on
the investment
performance of the
underlying Mutual Fund.
 
                                                                              19
<PAGE>   22
 
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
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             10,950
        03/31/90             11,967
        03/31/91             12,949
        03/31/92             13,673
        03/31/93             14,542
        03/31/94             14,618
        03/31/95             15,537
        03/31/96             18,661
        03/31/97             20,307
        03/31/98             26,425
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 1, 1988
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 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
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             10,238
        03/31/90             11,068
        03/31/91             11,406
        03/31/92             12,777
        03/31/93             14,661
        03/31/94             14,723
        03/31/95             15,121
        03/31/96             16,615
        03/31/97             17,105
        03/31/98             18,885
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 1, 1988
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 31
 
 * The AGSPC Asset Allocation Fund was formerly known as the Timed Opportunity
   Fund. The Standard Average Annual Total Return for the Fund for the 1, 3, 5
   and 10 year period was 25.06%, 18.12%, 12.00% and 10.14%, respectively.
 
** The Standard Average Annual Total Return for the AGSPC Capital Conservation
   Fund for the 1, 3, 5 and 10 year period was 5.38%, 6.17%, 4.30% and 6.50%,
   respectively.
 
 20
<PAGE>   23
 
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
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             10,227
        03/31/90             11,060
        03/31/91             11,971
        03/31/92             13,133
        03/31/93             14,930
        03/31/94             15,035
        03/31/95             15,410
        03/31/96             16,756
        03/31/97             17,178
        03/31/98             18,959
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 1, 1988
 
                                    [CHART]
                             PERIOD ENDED MARCH 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
        03/31/95             11,246
        03/31/96             15,921
        03/31/97             16,507
        03/31/98             24,207
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 29, 1994
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 31
 
 * The Standard Average Annual Total Return for the AGSPC Government Securities
   Fund for the 1, 3, 5 and 10 year period was 5.35%, 5.62%, 3.99% and 6.55%,
   respectively.
 
** The Standard Average Annual Total Return for the AGSPC Growth Fund for the 1
   and 3 year period and since inception was 41.57%, 28.04% and 24.56%,
   respectively.
 
                                                                              21
<PAGE>   24
 
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
        03/31/95             10,762
        03/31/96             13,957
        03/31/97             15,372
        03/31/98             20,864
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 29, 1994
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 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
        03/31/90              8,391
        03/31/91              8,609
        03/31/92              7,751
        03/31/93              8,494
        03/31/94             10,161
        03/31/95             10,616
        03/31/96             11,899
        03/31/97             11,954
        03/31/98             14,040
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE OCTOBER 2, 1989
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 31
 
 * The Standard Average Annual Total Return for the AGSPC Growth & Income Fund
   for the 1 and 3 year period and since inception was 30.65%, 23.54% and
   19.82%, respectively.
** The Standard Average Annual Total Return for the AGSPC International Equities
   Fund for the 1, 3 and 5 year period and since inception was 12.38%, 8.30%,
   9.83% and 4.02%, respectively.
 
 22
<PAGE>   25
 
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
        03/31/92             10,325
        03/31/93             11,761
        03/31/94             12,744
        03/31/95             14,720
        03/31/96             14,976
        03/31/97             14,850
        03/31/98             14,937
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE OCTOBER 1, 1991
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 31
 
* The Standard Average Annual Total Return for the AGSPC International
  Government Bond Fund for the 1, 3 and 5 year period and since inception was
  (3.99)%, (1.10)%, 4.00% and 6.31%, respectively.
 
                                                                              23
<PAGE>   26
 
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**.
 
<TABLE>
<CAPTION>
Annual Value of $10,000
Stipulated Payment made
    October 1, 1991       $ Value
- -----------------------   -------
<S>                       <C>
       10/01/91           $10,000
       03/31/92            10,995
       03/31/93            12,480
       03/31/94            13,035
       03/31/95            13,955
       03/31/96            17,726
       03/31/97            19,303
       03/31/98            28,386
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE OCTOBER 1, 1991
 
                                    [CHART]
                             PERIOD ENDED MARCH 31
 
 * The Standard Average Annual Total Return for the AGSPC MidCap Index Fund for
   the 1, 3, and 5 year period and since inception was 41.97%, 25.58%, 17.27%
   and 17.35%, respectively.
 
** "Standard & Poor's(R)", "S&P(R)", "S&P 500(R)" and "S&P MidCap 400" are
   trademarks of Standard and Poor's ("S&P"). AGSPC MidCap 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.
 
 24
<PAGE>   27
 
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
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             10,677
        03/31/90             11,486
        03/31/91             12,225
        03/31/92             12,695
        03/31/93             12,945
        03/31/94             13,165
        03/31/95             13,622
        03/31/96             14,215
        03/31/97             14,777
        03/31/98             15,397
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 1, 1988
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 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
        03/31/95             13,753
        03/31/96             20,465
        03/31/97             19,481
        03/31/98             26,099
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 29, 1994
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 31
 
 * The Standard Average Annual Total Return for the AGSPC Money Market Fund for
   the 1, 3, 5 and 10 year period was (0.55%), 2.55%, 2.59% and 4.35%,
   respectively.
 
** The Standard Average Annual Total Return for the AGSPC Science & Technology
   Fund for the 1 and 3 year period and since inception was 28.90%, 22.64% and
   27.02%, respectively.
 
                                                                              25
<PAGE>   28
 
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
        03/31/93             11,449
        03/31/94             12,318
        03/31/95             12,759
        03/31/96             16,202
        03/31/97             16,926
        03/31/98             23,731
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                      STIPULATED PAYMENT MADE MAY 1, 1992
 
                                    [CHART]
                             PERIOD ENDED MARCH 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
        03/31/90              9,962
        03/31/91             11,168
        03/31/92             11,813
        03/31/93             13,361
        03/31/94             13,092
        03/31/95             14,688
        03/31/96             19,332
        03/31/97             23,165
        03/31/98             33,818
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE OCTOBER 2, 1989
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 31
  * The Standard Average Annual Total Return for the AGSPC Small Cap Index Fund
    for the 1, 3 and 5 year period and since inception was 35.13%, 21.80%,
    15.07% and 15.65%, respectively.
 
 ** The Russell(R) Index is a trademark/servicemark of the Frank Russell Trust
    Company. Russell(TM) is a trademark of the Frank Russell Company.
 
*** The Standard Average Annual Total Return for the AGSPC Social Awareness Fund
    for the 1, 3 and 5 year period and since inception period was 40.91%,
    31.01%, 19.86% and 15.37%, respectively.
 
 26
<PAGE>   29
 
AGSPC
STOCK INDEX FUND*
(Division 10)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks long-term capital growth through investment in common stocks that, as a
group, are expected to provide investment results closely corresponding to the
performance of the Standard & Poor's 500 Stock Index(R)**.
 
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             11,456
        03/31/90             13,391
        03/31/91             14,961
        03/31/92             16,270
        03/31/93             18,537
        03/31/94             18,485
        03/31/95             21,054
        03/31/96             27,487
        03/31/97             32,557
        03/31/98             47,582
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 1, 1988
 
                                    [CHART]
                             PERIOD ENDED MARCH 31
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
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             11,977
        03/31/90             13,142
        03/31/91             20,926
        03/31/92             25,530
        03/31/93             27,456
        03/31/94             32,524
        03/31/95             33,052
        03/31/96             43,785
        03/31/97             47,294
        03/31/98             68,305
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 1, 1988
 
                                    [CHART]
                             PERIOD ENDED MARCH 31
 
  * The Standard Average Annual Total Return for the AGSPC Stock Index Fund for
    the 1, 3, 5 and 10 year period was 41.07%, 30.18%, 20.21% and 16.82%,
    respectively.
 
 ** "Standard & Poor's(R)", "S&P(R)" and "S&P 500(R)" are trademarks of Standard
    and Poor's ("S&P"). The AGSPC 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.
 
*** The Standard Average Annual Total Return for the American
    Century -- Twentieth Century Ultra Fund for the 1 year and since inception
    was 39.35%, and 21.81%, respectively.
 
                                                                              27
<PAGE>   30
 
AMERICAN GENERAL
BALANCED FUND
(Division 42)*
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks balanced accomplishment of (i) conservation of principal and (ii)
long-term growth of capital and income through investment in fixed income and
equity securities.
AMERICAN GENERAL CONSERVATIVE
GROWTH LIFESTYLE FUND
(Division 50)*
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks current income and low to moderate growth of capital through investments
in Series Company Funds. This Fund is suitable for investors who wish to invest
in equity securities, but who are not willing to assume the market risks of
either the Growth Lifestyle Fund or the Moderate Growth Lifestyle Fund.
 
* The Fund recently commenced operations. Accordingly, no performance for the
  Fund is available.
 
 28
<PAGE>   31
 
AMERICAN GENERAL CORE
BOND FUND*
(Division 58)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks the highest possible total return consistent with conservation of capital
through investment in medium to high quality fixed income securities.
 
AMERICAN GENERAL DOMESTIC
BOND FUND*
(Division 43)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks the highest possible total return consistent with conservation of capital
through investment primarily in investment grade fixed income securities and
other income producing securities.
 
* The Fund recently commenced operations. Accordingly, no performance for the
  Fund is available.
 
                                                                              29
<PAGE>   32
 
AMERICAN GENERAL GROWTH
LIFESTYLE FUND*
(Division 48)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks growth through investments in Series Company Funds. This Fund is suitable
for investors seeking the potential for capital growth that a fund investing
predominately in equity securities may offer.
 
AMERICAN GENERAL HIGH
YIELD BOND FUND*
(Division 60)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks the highest possible total return and income consistent with conservation
of capital through investment in a diversified portfolio of high yielding high
risk fixed income securities.
 
* The Fund recently commenced operations. Accordingly, no performance for the
  Fund is available.
 
 30
<PAGE>   33
 
AMERICAN GENERAL INTERNATIONAL
GROWTH FUND*
(Division 33)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks to provide long-term capital appreciation by investing in equity
securities of non-U.S. companies, the majority of which are expected to be in
developed markets. The Fund may invest across the capitalization spectrum,
although it intends to emphasize smaller capitalization stocks.
 
AMERICAN GENERAL INTERNATIONAL
VALUE FUND*
(Division 34)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks to provide growth of capital and future income through investments
primarily in securities of non-U.S. issuers and securities whose principal
markets are outside of the United States.
 
* The Fund recently commenced operations. Accordingly, no performance for the
  Fund is available.
 
                                                                              31
<PAGE>   34
 
AMERICAN GENERAL LARGE CAP
GROWTH FUND*
(Division 39)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks long-term growth of capital through a broadly diversified portfolio of
equity securities of large cap U.S. issuers that are expected to have better
prospects for earnings growth than the growth rate of the general domestic
economy. Dividend income is a secondary objective.
 
AMERICAN GENERAL LARGE CAP
VALUE FUND*
(Division 40)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
   
Seeks to provide total returns that exceed over time the Russell 1000(R) Value
Index through investments in equity securities.
    
 
* The Fund recently commenced operations. Accordingly, no performance for the
  Fund is available.
 
 32
<PAGE>   35
 
AMERICAN GENERAL MID CAP
GROWTH FUND*
(Division 37)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks capital appreciation principally through investments in medium
capitalization equity securities, such as common and preferred stocks and
securities convertible into common stocks. Current income is a secondary
objective.
 
AMERICAN GENERAL MID CAP
VALUE FUND*
(Division 38)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks capital growth through investment in equity securities of medium
capitalization companies using a value-oriented investment approach.
 
* The Fund recently commenced operations. Accordingly, no performance for the
  Fund is available.
 
                                                                              33
<PAGE>   36
 
AMERICAN GENERAL MODERATE
GROWTH LIFESTYLE FUND*
(Division 49)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks growth and current income through investments in Series Company Funds.
This Fund is suitable for investors who wish to invest in stocks, but who are
not willing to assume the substantial market risks of the Growth Lifestyle Fund.
 
AMERICAN GENERAL MONEY
MARKET FUND*
(Division 44)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks liquidity, protection of capital and current income through investments in
short-term money market instruments.
 
* The Fund recently commenced operations. Accordingly, no performance for the
  Fund is available.
 
 34
<PAGE>   37
 
AMERICAN GENERAL SMALL CAP
GROWTH FUND*
(Division 35)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks to provide long-term growth from a portfolio of equity securities of small
capitalization growth companies.
 
AMERICAN GENERAL SMALL CAP
VALUE FUND*
(Division 36)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks maximum long-term return, consistent with reasonable risk to principal by
investing primarily in equity securities of small capitalization companies in
terms of revenues and/or market capitalization.
 
* The Fund recently commenced operations. Accordingly, no performance for the
  Fund is available.
 
                                                                              35
<PAGE>   38
 
AMERICAN GENERAL SOCIALLY
RESPONSIBLE FUND*
(Division 41)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks to obtain growth of capital through investment, primarily in equity
securities, in companies which meet the social criteria established for the
Fund. The Fund does not invest in companies that:
 
     -  produce nuclear energy;
 
     -  make military weapons or delivery systems; or
 
     -  engage continuously in practices or produce products that significantly
        pollute the environment (such products include tobacco products).
 
AMERICAN GENERAL STRATEGIC
BOND FUND*
(Division 59)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks the highest possible total return and income consistent with conservation
of capital through investment in a diversified portfolio of income producing
securities.
 
* The Fund recently commenced operations. Accordingly, no performance for the
  Fund is available.
 
 36
<PAGE>   39
 
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 or services 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
        03/31/91              12,859
        03/31/92              30,754
        03/31/93              49,615
        03/31/94              74,397
        03/31/95              82,470
        03/31/96             104,542
        03/31/97             106,926
        03/31/98             146,524
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE AUGUST 31, 1990
 
                                    [CHART]
                             PERIOD ENDED MARCH 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
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             11,154
        03/31/90             13,300
        03/31/91             14,811
        03/31/92             17,452
        03/31/93             20,212
        03/31/94             23,598
        03/31/95             24,649
        03/31/96             34,670
        03/31/97             37,983
        03/31/98             53,736
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 1, 1988
 
                                    [CHART]
                             PERIOD ENDED MARCH 31
 
 * The Standard Average Annual Total Return for the Dreyfus Small Cap Portfolio
   for the 1 and 3 year period and since inception was 31.96%, 19.90% and
   18.87%, respectively.
 
** The Standard Average Annual Total Return for the Founders Growth Fund for the
   1 year period and since inception was 36.39% and 21.50%, respectively.
 
                                                                              37
<PAGE>   40
 
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
     August 3, 1993         $ Value
- -------------------------   -------
<S>                         <C>
        08/03/93            $10,000
        03/31/94             10,455
        03/31/95             11,755
        03/31/96             14,510
        03/31/97             16,401
        03/31/98             21,661
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE AUGUST 3, 1993
 
                                    [CHART]
                             PERIOD ENDED MARCH 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
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             10,759
        03/31/90             12,233
        03/31/91             12,820
        03/31/92             13,194
        03/31/93             14,335
        03/31/94             16,918
        03/31/95             16,792
        03/31/96             20,619
        03/31/97             22,709
        03/31/98             29,021
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 1, 1988
 
                                    [CHART]
                             PERIOD ENDED MARCH 31
 
 * The Standard Average Annual Total Return for the Neuberger&Berman Guardian
   Trust for the 1 year period and since inception was 26.99% and 22.75% ,
   respectively.
 
** The Standard Average Annual Total Return for the Putnam Global Growth Fund
   for the 1 year period and since inception was 22.73% and 16.78%,
   respectively.
 
 38
<PAGE>   41
 
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
        03/31/91             13,862
        03/31/92             18,904
        03/31/93             22,594
        03/31/94             28,587
        03/31/95             33,533
        03/31/96             47,909
        03/31/97             44,535
        03/31/98             67,828
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE AUGUST 31, 1990
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 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
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             10,903
        03/31/90             12,599
        03/31/91             14,156
        03/31/92             15,805
        03/31/93             17,933
        03/31/94             22,062
        03/31/95             25,845
        03/31/96             38,746
        03/31/97             31,656
        03/31/98             47,693
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 1, 1988
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 31
 
 * The Standard Average Annual Total Return for the Putnam New Opportunities
   Fund for the 1 year period and since inception was 47.22% and 14.62%,
   respectively.
 
** The Standard Average Annual Total Return for the Putnam OTC & Emerging Growth
   Fund for the 1 year period and since inception was 45.57% and 4.32%,
   respectively.
 
                                                                              39
<PAGE>   42
 
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
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             11,359
        03/31/90             12,433
        03/31/91             14,056
        03/31/92             16,080
        03/31/93             18,388
        03/31/94             19,199
        03/31/95             21,403
        03/31/96             27,657
        03/31/97             32,398
        03/31/98             45,783
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 1, 1988
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 31
 
T. ROWE PRICE SMALL-CAP STOCK FUND**
(Division 51)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks long-term capital growth through investments in securities of small to
medium-sized companies.
 
 * The Standard Average Annual Total Return for the Scudder Growth and Income
   Fund for the 1 year period and since inception was 36.23% and 29.22%,
   respectively.
 
   
** The T. Rowe Price Small-Cap Stock Division 51 recently commenced operations.
   Accordingly, no performance information is available for the Division.
    
 
 40
<PAGE>   43
 
   
TEMPLETON ASSET
    
   
ALLOCATION FUND*
    
   
Class 1 Shares
    
   
(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
        03/31/89             10,473
        03/31/90             11,309
        03/31/91             11,427
        03/31/92             13,165
        03/31/93             14,783
        03/31/94             16,789
        03/31/95             17,115
        03/31/96             21,046
        03/31/97             24,554
        03/31/98             30,153
</TABLE>
    
 
   
                    VALUE AT MONTHLY INTERVALS OF A $10,000
    
   
                    STIPULATED PAYMENT MADE AUGUST 24, 1988
    
 
                                    [CHART]
   
                             PERIOD ENDED MARCH 31
    
   
TEMPLETON FOREIGN FUND**
    
   
Class 1 Shares
    
   
(Division 32)
    
 
- ---------------------------------------------------------------
 
   
INVESTMENT OBJECTIVE
    
 
   
Seeks long-term capital growth. The Fund tries to achieve its investment goal by
a flexible policy of investing in the equity and debt securities of companies
and governments outside the United States.
    
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             11,654
        03/31/90             14,484
        03/31/91             14,722
        03/31/92             16,169
        03/31/93             17,148
        03/31/94             21,458
        03/31/95             21,427
        03/31/96             24,577
        03/31/97             28,360
        03/31/98             32,043
</TABLE>
    
 
   
                    VALUE AT MONTHLY INTERVALS OF A $10,000
    
   
                     STIPULATED PAYMENT MADE APRIL 1, 1988
    
 
[CHART]
   
                             PERIOD ENDED MARCH 31
    
 
   
 * The Standard Average Annual Total Return for the Templeton Asset Allocation
   Fund -- Class 1 for the 1 and 3 year period and since inception was 17.73%,
   19.56% and 16.11%, respectively.
    
 
   
** The Standard Average Annual Total Return for the Templeton Foreign Fund --
   Class 1 for the 1 year period and since inception was 7.92% and 11.17%,
   respectively.
    
 
                                                                              41
<PAGE>   44
 
   
TEMPLETON INTERNATIONAL FUND*
    
   
Class 1 Shares
    
(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 would be incidental.
 
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
       May 1, 1992          $ Value
- -------------------------   -------
<S>                         <C>
        05/01/92            $10,000
        03/31/93              9,926
        03/31/94             13,021
        03/31/95             12,859
        03/31/96             15,605
        03/31/97             18,880
        03/31/98             23,778
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                      STIPULATED PAYMENT MADE MAY 1, 1992
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 31
 
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
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             10,527
        03/31/90             11,576
        03/31/91             12,933
        03/31/92             14,600
        03/31/93             17,085
        03/31/94             17,450
        03/31/95             18,081
        03/31/96             20,234
        03/31/97             20,604
        03/31/98             23,974
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 1, 1988
 
                                    [CHART]
                             PERIOD ENDED MARCH 31
 
   
 * The Standard Average Annual Total Return for the Templeton International
   Fund -- Class 1 for the 1 and 3 year period and since inception was 20.87%,
   21.56% and 16.47%, respectively.
    
 
** The Standard Average Annual Total Return for the Vanguard Fixed Income
   Securities Fund -- Long-Term Corporate Portfolio for the 1 year period and
   since inception was 11.29% and 7.60%, respectively.
 
 42
<PAGE>   45
 
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
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             10,538
        03/31/90             11,610
        03/31/91             12,916
        03/31/92             14,166
        03/31/93             16,590
        03/31/94             16,985
        03/31/95             17,543
        03/31/96             19,775
        03/31/97             19,948
        03/31/98             23,428
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 1, 1988
 
                                    [CHART]
                             PERIOD ENDED MARCH 31
   
VANGUARD LIFESTRATEGY
    
CONSERVATIVE GROWTH PORTFOLIO**
(Division 54)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks a high level of income and moderate long-term growth of capital and
income.
 
   
 * The Standard Average Annual Total Return for the Vanguard Fixed Income
   Securities Fund -- Long-Term U.S. Treasury Portfolio for the 1 year period
   and since inception was 12.38% and 7.72%, respectively.
    
 
   
** The Vanguard Life Strategy Conservative Growth Division 54 recently commenced
   operations. Accordingly, no performance information is available for the
   Division.
    
 
                                                                              43
<PAGE>   46
 
VANGUARD LIFESTRATEGY
GROWTH PORTFOLIO*
(Division 52)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks to provide growth of capital and income.
VANGUARD LIFESTRATEGY
MODERATE GROWTH PORTFOLIO**
(Division 53)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks a reasonable level of income and long-term growth of capital and income.
 
  * The Vanguard LifeStrategy Growth Division 52 recently commenced operations.
    Accordingly, no performance information is available for the Division.
 
 ** The Vanguard LifeStrategy Moderate Growth Division 53 recently commenced
    operations. Accordingly, no performance information is available for the
    Division.
 
 44
<PAGE>   47
 
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
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             11,378
        03/31/90             12,437
        03/31/91             13,525
        03/31/92             14,852
        03/31/93             16,927
        03/31/94             17,342
        03/31/95             19,214
        03/31/96             24,039
        03/31/97             26,823
        03/31/98             35,014
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 1, 1988
 
[CHART]
 
                             PERIOD ENDED MARCH 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
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             12,356
        03/31/90             13,625
        03/31/91             14,942
        03/31/92             16,131
        03/31/93             19,006
        03/31/94             19,099
        03/31/95             21,440
        03/31/96             28,587
        03/31/97             33,321
        03/31/98             48,349
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 1, 1988
 
[CHART]
 
                             PERIOD ENDED MARCH 31
 
 * The Standard Average Annual Total Return for the Vanguard/Wellington Fund for
   the 1 year period and since inception was 25.47% and 20.65%, respectively.
 
   
** The Standard Average Annual Total Return for Vanguard/Windsor II for the 1
   year period and since inception was 40.02% and 30.60%, respectively.
    
 
                                                                              45
<PAGE>   48
 
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 Plus 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 Plus 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. In
  the case of an individual variable annuity contract, we will return the
  Purchase Payments within 5 business days if the requested information is not
  provided, unless you otherwise so specify.
    
 
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 the Money Market Division option chosen by your employer.
  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 option chosen by your employer. 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 Plus.
 
For more information as to
how PURCHASE UNIT VALUES
are calculated, see the
Statement of Additional
Information.
 
 46
<PAGE>   49
 
- --------------------------------------------------------------------------------
 
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 52 investment options offered in Portfolio Director Plus. This
includes 2 Fixed Account Options and 50 Variable Account 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 Plus 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 as permitted by your retirement
program. As noted elsewhere in the prospectus, you will not be permitted to
select from more than 30 Variable Account Options, and in some cases less than
30, depending on your employer's plan and the type of annuity contract selected.
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 Plus 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.
 
                                                                              47
<PAGE>   50
 
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 Plus 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
Plus'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
Plus'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.
 
 48
<PAGE>   51
 
FEES AND CHARGES
- --------------------------------------------------------------------------------
 
By investing in Portfolio Director Plus, 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 Plus 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 that will be deducted from the amount withdrawn. 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.
 
                                                                              49
<PAGE>   52
 
- --------------------------------------------------------------------------------
 
- - 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 Plus 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 0.75% 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 Plus. 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
Plus, 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.
 
 50
<PAGE>   53
 
- --------------------------------------------------------------------------------
 
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 Plus 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.
 
                                                                              51
<PAGE>   54
 
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 from your existing 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:
 
  - From your existing Variable Account Options (payments will vary); with
 
  - Up to 2 Fixed Account Options (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).
 
 52
<PAGE>   55
 
- --------------------------------------------------------------------------------
 
    - 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".
 
                                                                              53
<PAGE>   56
 
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.
 
   
Under the LOUISIANA OPTIONAL RETIREMENT PLAN retirement benefits must be paid in
the form of a lifetime income, and except for death benefits, single sum
surrenders and partial surrenders out of the plan are not permitted.
    
 
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 Plus. 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
 
 54
<PAGE>   57
 
- --------------------------------------------------------------------------------
 
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 Plus 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.
 
                                                                              55
<PAGE>   58
 
EXCHANGE PRIVILEGE
- --------------------------------------------------------------------------------
 
We issue other fixed and/or variable annuity contracts (other contracts) in
addition to Portfolio Director Plus. These other contracts are listed below. We
will allow you, under certain conditions, to exchange from one of these other
contracts to Portfolio Director Plus. 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. An exchange may require the issuance of a contract or may be subject
to any other requirements that the Company may impose.
 
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 Plus to other contract forms are not
    permitted.
 
  - This exchange privilege is only available for those other contracts listed
    below.
 
Additionally, if you have your money in a fixed account of one of the below
listed other contracts, you must exchange directly into the Fixed Account
Options of Portfolio Director Plus. You will be subject to all of the rules that
apply to the Fixed Account Options in Portfolio Director Plus. 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 Plus.
 
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 Plus.
 
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 Plus 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 Plus 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
Plus.)
 
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 Plus 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 Plus 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 PLUS
 
The following other contracts may be exchanged.
 
  - Portfolio Director and Portfolio Director 2 Contracts
 
  - 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
 
 56
<PAGE>   59
 
- --------------------------------------------------------------------------------
 
Portfolio Director Plus will have the same Account Value (called Accumulation
Value in the other contracts) as the other contracts.
 
COMPARISON OF PORTFOLIO DIRECTOR AND
PORTFOLIO DIRECTOR 2 CONTRACTS TO PORTFOLIO
DIRECTOR PLUS CONTRACTS
 
Portfolio Director, Portfolio Director 2 and Portfolio Director Plus contain the
same provisions except as to the level of fees and as to available Variable
Account Options and certain separate Account Expense Reimbursements. Portfolio
Director, Portfolio Director 2 and Portfolio Director Plus are available to
qualified contracts and certain non-qualified contracts. Portfolio Director 2 is
not available to non-qualified contracts issued to individuals.
 
COMPARISON OF OTHER CONTRACTS
 
You should carefully compare the features, charges and restrictions of the other
contracts to those of Portfolio Director Plus. A more detailed comparison of the
features, charges, and restrictions between each above listed other contract and
Portfolio Director Plus 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 PLUS
 
In deciding whether you want to exercise these exchange privileges, you should
consider the following factors of Portfolio Director Plus.
 
  - Portfolio Director Plus has more investment options to select from.
 
  - Portfolio Director Plus has 16 publicly available mutual funds as investment
    options.
 
  - The Portfolio Director Plus 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 Plus has an Interest Guaranteed Death Benefit.
 
  - Portfolio Director Plus's Fund fees and charges are different than the other
    contracts and in some cases may be higher.
 
  - Different series of Portfolio Director Plus may charge fees higher or lower
    than other series of Portfolio Director Plus.
 
  - Portfolio Director Plus'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,
Portfolio Director Contracts and Portfolio Director 2 Contracts for the
equivalent units of interest in Portfolio Director Plus.
 
Agents and managers of VALIC who enter into the voluntary exchange will not
incur under Portfolio Director Plus any surrender charges or account maintenance
fees. Other individuals who may exchange to Portfolio Director Plus from SA-1,
Independence Plus, Portfolio Director or Portfolio Director 2 Contracts may have
surrender charges and account maintenance fees imposed under Portfolio Director
Plus. All other provisions with regard to exchange offers referenced in the
section entitled "Exchange Offers" will apply to the Agents' and Managers'
Retirement Plan Exchange Offer.
 
Pursuant to this voluntary exchange offer, participants in the Plan will have
three options to choose from. As to the funding vehicle for their purchase
payment plan, the participant may choose to:
 
  - Remain in the SA-1 Contract, Independence Plus Contract, Portfolio Director
    Contract or Portfolio Director 2 Contract.
 
  - Leave current assets in the SA-1 Contract, Independence Plus Contract,
    Portfolio Director Contract or Portfolio Director 2 Contract and direct
    future Purchase Payments to Portfolio Director Plus; or
 
  - Transfer all current assets and future Purchase Payments to Portfolio
    Director Plus.
 
If the participant chooses to remain in either the SA-1 Contract, Independence
Plus Contract or Portfolio Director Contract or Portfolio Director 2 Contract,
future Purchase Payments and current assets will be controlled by the provisions
of the SA-1 Contract, Independence Plus Contract, Portfolio Director Contract,
or Portfolio Director 2 Contract, respectively. If the participant chooses to
leave current assets in the SA-1 Contract, the Independence Plus Contract,
Portfolio Director Contract, Portfolio
 
                                                                              57
<PAGE>   60
 
- --------------------------------------------------------------------------------
 
Director 2 Contract and direct future Purchase Payments to Portfolio Director
Plus, the current assets will be controlled by the provisions of the SA-1
Contract, the Independence Plus Contract Portfolio Director Contract or
Portfolio Director 2 Contract, respectively. The future Purchase Payments will
be controlled by the terms of Portfolio Director Plus subject to the exception
that surrender charges and account maintenance fees will not be imposed under
Portfolio Director Plus. If the participant chooses to transfer all current
assets and future Purchase Payments to Portfolio Director Plus, such current
assets and future Purchase Payments will be controlled by the provisions of
Portfolio Director Plus subject to the exception that surrender charges and
account maintenance fees will not be imposed under Portfolio Director Plus.
 
Once a participant transfers assets and future Purchase Payments to Portfolio
Director Plus the participant will not be permitted to exchange back to the SA-1
Contract, Independence Plus Contract, Portfolio Director Contract or Portfolio
Director 2 Contract. If a participant chooses to transfer future Purchase
Payments but not current assets to Portfolio Director Plus, the participant will
be allowed at a later date to transfer the current assets to Portfolio Director
Plus. For a complete analysis of the differences between the SA-1 contract, the
Independence Plus Contract or Portfolio Director Contract, Portfolio Director 2
Contract and Portfolio Director Plus, you should refer to the Statement of
Additional Information and the form of the contract or certificate for its terms
and conditions.
 
 58
<PAGE>   61
 
DEATH BENEFITS
- --------------------------------------------------------------------------------
 
Portfolio Director Plus 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 Plus 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 Plus.
 
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 Plus 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 Plus. Investment returns
on Variable Account Options
will be positive or negative
depending on the investment
performance of the
underlying mutual fund.
 
                                                                              59
<PAGE>   62
 
- --------------------------------------------------------------------------------
 
STANDARD DEATH BENEFIT
 
The standard death benefit is payable if death occurs on or after age 70.
 
The Standard Death Benefit will be the greater of:
 
  Your Account Value on the Date Proof of Death is
  Received by VALIC
  OR
  100% of Purchase Payments (to Fixed
  and/or Variable Account Options)
- -- (MINUS)
  Amount of all Prior Withdrawals, Charges
  and any portion of Account Value applied
  under a Payout Option
 
DURING THE PAYOUT PERIOD
 
If death occurs during the Payout Period, your Beneficiary may receive a death
benefit depending on the Payout Option selected. The amount of death benefits
will also depend on the Payout Option that you selected. The Payout Options
available in Portfolio Director Plus 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.
 
 60
<PAGE>   63
 
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 Plus was first available to you. We may therefore,
advertise investment performance since the inception of the underlying Funds. In
each case, we will use the charges and fees imposed by Portfolio Director Plus
in calculating the Division's investment performance.
 
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 Plus 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. The
Securities and Exchange Commission staff takes the position that performance
information of an underlying Fund reduced by Account fees for a period prior to
the inception of the corresponding Division is nonstandard performance
information regardless of whether all Account fees and charges are deducted.
 
CUMULATIVE TOTAL RETURN
 
Cumulative Total Return assumes the investment in Portfolio Director Plus 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 Plus. 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 Plus.
 
For more information on how
TOTAL RETURN PERFORMANCE
INFORMATION is calculated,
see the Statement of
Additional Information.
 
                                                                              61
<PAGE>   64
 
- --------------------------------------------------------------------------------
 
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 Plus 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 and American General Money Market Divisions
 
We may advertise the AGSPC Money Market and American General Money Market
Divisions' Current Yield and Effective Yield.
 
The Current Yield refers to the income produced by an investment in the AGSPC
Money Market or American General Money Market Divisions 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. For the
AGSPC Money Market Division the 7-day Current Yield for the last 7 days ended
March 31, 1998 was 4.15%.
 
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. For the AGSPC Money Market Division the 7-day Effective Yield for the
last 7 days ended March 31, 1998 was 4.24%.
 
DIVISIONS OTHER THAN THE AGSPC MONEY MARKET AND AMERICAN GENERAL MONEY MARKET
DIVISIONS
 
We may advertise the standardized yield performance for each Division other than
the AGSPC Money Market and American General Money Market Divisions. 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 eleven tables below.
 
The information presented does not reflect the advantage under Portfolio
Director Plus 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.
 
 62
<PAGE>   65
 
                                                                         TABLE I
 
                          AVERAGE ANNUAL TOTAL RETURN
           WITH SURRENDER CHARGE AND ACCOUNT MAINTENANCE FEE IMPOSED
          (FROM SEPARATE ACCOUNT DIVISION INCEPTION TO MARCH 31, 1998)
 
   
<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 Asset Allocation (Division 5)(2)..........  09/06/83          --       10.14%      12.00%     18.12%     25.06%
AGSPC Capital Conservation (Division 7).........  01/16/86          --        6.50        4.30       6.17       5.38
AGSPC Government Securities (Division 8)........  01/16/86          --        6.55        3.99       5.62       5.35
AGSPC Growth (Division 15)......................  04/29/94       24.56%         --          --      28.04      41.57
AGSPC Growth & Income (Division 16).............  04/29/94       19.82          --          --      23.54      30.65
AGSPC International Equities (Division 11)......  10/02/89        4.02          --        9.83       8.30      12.38
AGSPC International Government Bond (Division
  13)...........................................  10/01/91        6.31          --        4.00      (1.10)     (3.99)
AGSPC MidCap Index (Division 4)**...............  10/01/91       17.35          --       17.27      25.58      41.97
AGSPC Money Market (Division 6).................  01/16/86          --        4.35        2.59       2.55      (0.55)
AGSPC Science & Technology (Division 17)........  04/29/94       27.02          --          --      22.64      28.90
AGSPC Small Cap Index (Division 14).............  05/01/92       15.65          --       15.07      21.80      35.13
AGSPC Social Awareness (Division 12)............  10/02/89       15.37          --       19.86      31.01      40.91
AGSPC Stock Index (Division 10).................  04/20/87          --       16.82       20.21      30.18      41.07
American Century -- Twentieth Century Ultra
  (Division 31).................................  07/01/96       21.81          --          --         --      39.35
Dreyfus Variable Investment Fund
  Dreyfus Small Cap Portfolio (Division 18).....  07/11/94       18.87          --          --      19.90      31.96
Founders Growth (Division 30)...................  07/01/96       21.50          --          --         --      36.39
Neuberger&Berman Guardian Trust (Division 29)...  07/01/96       22.75          --          --         --      26.99
Putnam Global Growth (Division 28)..............  07/01/96       16.78          --          --         --      22.73
Putnam New Opportunities (Division 26)..........  07/01/96       14.62          --          --         --      47.22
Putnam OTC & Emerging Growth (Division 27)......  07/01/96        4.32          --          --         --      45.57
Scudder Growth and Income (Division 21)(1)......  07/01/96       29.22          --          --         --      36.23
Templeton Foreign -- Class 1 (Division 32)......  07/01/96       11.17          --          --         --       7.92
Templeton Variable Products Series Fund
  Templeton Asset Allocation -- Class 1
     (Division 19)..............................  07/11/94       16.11          --          --      19.56      17.73
  Templeton International -- Class 1 (Division
     20)........................................  07/11/94       16.47          --          --      21.56      20.87
Vanguard Fixed Income Securities Fund --
  Long-Term Corporate Portfolio (Division
  22)*..........................................  07/01/96        7.60          --          --         --      11.29
Vanguard Fixed Income Securities Fund --
  Long-Term U.S. Treasury Portfolio (Division
  23)*..........................................  07/01/96        7.72          --          --         --      12.38
Vanguard/Wellington (Division 25)...............  07/01/96       20.65          --          --         --      25.47
Vanguard/Windsor II (Division 24)...............  07/01/96       30.60          --          --         --      40.02
</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.
 
 ** On 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. The performance figures for the AGSPC MidCap Index
    Division reflect the performance of the MidCap Index Fund since October 1,
    1991.
 
(1) The Fund adopted its current name and objective on November 13, 1984. Its
    predecessor commenced operations on May 31, 1929.
 
(2) The AGSPC Asset Allocation Fund was formerly known as the Timed Opportunity
    Fund.
 
                                                                              63
<PAGE>   66
 
                                                                        TABLE II
 
                          AVERAGE ANNUAL TOTAL RETURN
           WITH SURRENDER CHARGE AND ACCOUNT MAINTENANCE FEE IMPOSED
               (FROM UNDERLYING FUND INCEPTION TO MARCH 31, 1998)
 
   
<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            --       21.12%      19.44%      26.27%      39.35%
Dreyfus Variable Investment Fund
  Dreyfus Small Cap Portfolio (Division 18)............  08/31/90         42.42%         --       23.69       19.90       31.96
Founders Growth (Division 30)..........................  01/05/62            --       18.25       21.07       28.59       36.39
Neuberger&Berman Guardian Trust (Division 29)..........  08/03/93         17.38          --          --       21.41       26.99
Putnam Global Growth (Division 28).....................  09/01/67            --       11.18       14.51       18.77       22.73
Putnam New Opportunities (Division 26).................  08/31/90         28.66          --       24.10       25.35       47.22
Putnam OTC & Emerging Growth (Division 27).............  11/01/82            --       16.84       21.08       21.47       45.57
Scudder Growth and Income (Division 21)................  11/13/84            --       16.37       19.46       27.76       36.23
Templeton Foreign -- Class 1 (Division 32).............  10/05/82            --       12.29       12.64       13.00        7.92
Templeton Variable Products Series Fund
  Templeton Asset Allocation -- Class 1 (Division
     19)...............................................  08/24/88         12.12          --       14.69       19.56       17.73
  Templeton International -- Class 1 (Division 20).....  05/01/92         15.69          --       18.52       21.56       20.87
Vanguard Fixed Income Securities Fund --
  Long-Term Corporate Portfolio (Division 22)**........  07/09/73            --        9.08        6.18        8.40       11.29
Vanguard Fixed Income Securities Fund --
  Long-Term U.S. Treasury Portfolio (Division 23)**....  05/19/86            --        8.83        6.32        8.67       12.38
Vanguard/Wellington (Division 25)......................  07/01/29            --       13.29       15.02       20.95       25.47
Vanguard/Windsor II (Division 24)......................  06/24/85            --       17.00       19.99       30.09       40.02
</TABLE>
    
 
- ---------------
 
 *  The Table reflects actual historical performance of the related Separate
    Account Divisions 21-32 since inception of each Division (July 1, 1996) and
    hypothetical performance for periods prior to July 1, 1996. With respect to
    Separate Account Divisions 18-20, the Table reflects hypothetical
    performance for periods prior to July 11, 1994 (inception date of each
    Division). 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.
 
 64
<PAGE>   67
 
                                                                       TABLE III
                          AVERAGE ANNUAL TOTAL RETURN
          WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED
          (FROM SEPARATE ACCOUNT DIVISION INCEPTION TO MARCH 31, 1998)
 
   
<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 Asset Allocation (Division 5).........................  09/06/83         --      10.21%     12.69%    19.37%   30.13%
AGSPC Capital Conservation (Division 7).....................  01/16/86         --       6.56       5.19      7.69    10.40
AGSPC Government Securities (Division 8)....................  01/16/86         --       6.61       4.89      7.15    10.37
AGSPC Growth (Division 15)..................................  04/29/94      25.30%        --         --     29.12    46.65
AGSPC Growth & Income (Division 16).........................  04/29/94      20.64         --         --     24.69    35.72
AGSPC International Equities (Division 11)..................  10/02/89       4.08         --      10.57      9.77    17.45
AGSPC International Government Bond (Division 13)...........  10/01/91       6.37         --       4.90      0.49     0.59
AGSPC MidCap Index (Division 4)**...........................  10/01/91      17.41         --      17.86     26.70    47.05
AGSPC Money Market (Division 6).............................  01/16/86         --       4.41       3.53      4.17     4.20
AGSPC Science & Technology (Division 17)....................  04/29/94      27.73         --         --     23.81    33.98
AGSPC Small Cap Index (Division 14).........................  05/01/92      15.72         --      15.69     22.98    40.20
AGSPC Social Awareness (Division 12)........................  10/02/89      15.43         --      20.41     32.05    45.99
AGSPC Stock Index (Division 10).............................  04/20/87         --      16.88      20.75     31.23    46.15
American Century -- Twentieth Century Ultra (Division 31)...  07/01/96      24.33         --         --        --    44.43
Dreyfus Variable Investment Fund
  Dreyfus Small Cap Portfolio (Division 18).................  07/11/94      19.77         --         --     21.12    37.03
Founders Growth (Division 30)...............................  07/01/96      24.02         --         --        --    41.47
Neuberger&Berman Guardian Trust (Division 29)...............  07/01/96      25.25         --         --        --    32.07
Putnam Global Growth (Division 28)..........................  07/01/96      19.37         --         --        --    27.80
Putnam New Opportunities (Division 26)......................  07/01/96      17.24         --         --        --    52.30
Putnam OTC & Emerging Growth (Division 27)..................  07/01/96       7.12         --         --        --    50.66
Scudder Growth and Income (Division 21).....................  07/01/96      31.63         --         --        --    41.31
Templeton Foreign -- Class 1 (Division 32)..................  07/01/96      13.85         --         --        --    12.99
Templeton Variable Products Series Fund
  Templeton Asset Allocation -- Class 1 (Division 19).......  07/11/94      17.06         --         --     20.78    22.80
  Templeton International -- Class 1 (Division 20)..........  07/11/94      17.41         --         --     22.74    25.95
Vanguard Fixed Income Securities Fund -- Long-Term Corporate
  Portfolio (Division 22)*..................................  07/01/96      10.34         --         --        --    16.36
Vanguard Fixed Income Securities Fund -- Long-Term U.S.
  Treasury Portfolio (Division 23)*.........................  07/01/96      10.46         --         --        --    17.45
Vanguard/Wellington (Division 25)...........................  07/01/96      23.18         --         --        --    30.54
Vanguard/Windsor II (Division 24)...........................  07/01/96      33.00         --         --        --    45.10
</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.
 
** On 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. The performance figures for the AGSPC MidCap Index
   Division reflect the performance of the MidCap Index Fund since October 1,
   1991.
 
                                                                              65
<PAGE>   68
 
   
                                                                        TABLE IV
    
 
                          AVERAGE ANNUAL TOTAL RETURN
   
          WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED
    
               (FROM UNDERLYING FUND INCEPTION TO MARCH 31, 1998)
 
   
<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         --      21.18%     19.99%    27.38%   44.43%
Dreyfus Variable Investment Fund
  Dreyfus Small Cap Portfolio (Division 18).................  08/31/90      42.50%        --      24.18     21.12    37.03
Founders Growth (Division 30)...............................  01/05/62         --      18.31      21.60     29.66    41.47
Neuberger&Berman Guardian Trust (Division 29)...............  08/03/93      18.04         --         --     22.60    32.07
Putnam Global Growth (Division 28)..........................  09/01/67         --      11.24      15.15     20.01    27.80
Putnam New Opportunities (Division 26)......................  08/31/90      28.73         --      24.59     26.47    52.30
Putnam OTC & Emerging Growth (Division 27)..................  11/01/82         --      16.91      21.61     22.66    50.66
Scudder Growth and Income (Division 21).....................  11/13/84         --      16.43      20.01     28.85    41.31
Templeton Foreign -- Class 1 (Division 32)..................  10/05/82         --      12.35      13.32     14.36    12.99
Templeton Variable Products Series Fund --
  Templeton Asset Allocation -- Class 1 (Division 19).......  08/24/88      12.18         --      15.32%    20.78    22.80
  Templeton International -- Class 1 (Division 20)..........  05/01/92      15.76         --      19.09     22.74    25.95
Vanguard Fixed Income Securities Fund --
  Long-Term Corporate Portfolio (Division 22)**.............  07/09/73         --       9.14       7.01      9.86    16.36
Vanguard Fixed Income Securities Fund --
  Long-Term U.S. Treasury Portfolio (Division 23)**.........  05/19/86         --       8.89       7.15     10.12    17.45
Vanguard/Wellington (Division 25)...........................  07/01/29         --      13.35      15.65     22.14    30.54
Vanguard/Windsor II (Division 24)...........................  06/24/85         --      17.07      20.53     31.14    45.10
</TABLE>
    
 
- ---------------
 
 *  The Table reflects actual historical performance of the related Separate
    Account Divisions (21-32) since inception of each Division (July 1, 1996)
    and hypothetical performance for periods prior to July 1, 1996. With respect
    to Separate Account Divisions 18-20, the Table reflects hypothetical
    performance for periods prior to July 11, 1994 (inception date of each
    Division). 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.
 
 66
<PAGE>   69
 
                                                                         TABLE V
                               CUMULATIVE RETURN
          WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED
          (FROM SEPARATE ACCOUNT DIVISION INCEPTION TO MARCH 31, 1998)
 
   
<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 Asset Allocation (Division 5).........................  09/06/83         --      164.25%    81.71%    70.08%   30.13%
AGSPC Capital Conservation (Division 7).....................  01/16/86         --       88.85     28.81     24.89    10.40
AGSPC Government Securities (Division 8)....................  01/16/86         --       89.59     26.99     23.03    10.37
AGSPC Growth (Division 15)..................................  04/29/94     142.07%         --        --    115.25    46.65
AGSPC Growth & Income (Division 16).........................  04/29/94     108.64          --        --     93.86    35.72
AGSPC International Equities (Division 11)..................  10/02/89      40.40          --     65.29     32.25    17.45
AGSPC International Government Bond (Division 13)...........  10/01/91      49.37          --     27.00      1.47     0.59
AGSPC MidCap Index (Division 4)**...........................  10/01/91     183.86          --    127.44    103.41    47.05
AGSPC Money Market (Division 6).............................  01/16/86         --       53.97     18.94     13.03     4.20
AGSPC Science & Technology (Division 17)....................  04/29/94     160.99          --        --     89.77    33.98
AGSPC Small Cap Index (Division 14).........................  05/01/92     137.31          --    107.29     85.99    40.20
AGSPC Social Awareness (Division 12)........................  10/02/89     238.18          --    153.11    130.24    45.99
AGSPC Stock Index (Division 10).............................  04/20/87         --      375.82    156.69    126.00    46.15
American Century -- Twentieth Century Ultra (Division 31)...  07/01/96      46.38          --        --        --    44.43
Dreyfus Variable Investment Fund
  Dreyfus Small Cap Portfolio (Division 18).................  07/11/94      95.64          --        --     77.67    37.03
Founders Growth (Division 30)...............................  07/01/96      45.75          --        --        --    41.47
Neuberger&Berman Guardian Trust (Division 29)...............  07/01/96      48.30          --        --        --    32.07
Putnam Global Growth (Division 28)..........................  07/01/96      36.33          --        --        --    27.80
Putnam New Opportunities (Division 26)......................  07/01/96      32.09          --        --        --    52.30
Putnam OTC & Emerging Growth (Division 27)..................  07/01/96      12.79          --        --        --    50.66
Scudder Growth and Income (Division 21).....................  07/01/96      61.77          --        --        --    41.31
Templeton Foreign -- Class 1 (Division 32)..................  07/01/96      25.47          --        --        --    12.99
Templeton Variable Products Series Fund
  Templeton Asset Allocation -- Class 1 (Division 19).......  07/11/94      79.66          --        --     76.18    22.80
  Templeton International -- Class 1 (Division 20)..........  07/11/94      81.71          --        --     84.92    25.95
Vanguard Fixed Income Securities Fund --
  Long-Term Corporate Portfolio (Division 22)*..............  07/01/96      18.80          --        --        --    16.36
Vanguard Fixed Income Securities Fund --
  Long-Term U.S. Treasury Portfolio (Division 23)*..........  07/01/96      19.01          --        --        --    17.45
Vanguard/Wellington (Division 25)...........................  07/01/96      44.03          --        --        --    30.54
Vanguard/Windsor II (Division 24)...........................  07/01/96      64.72          --        --        --    45.10
</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.
 
** On 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. The performance figures for the AGSPC MidCap Index
   Division reflect the performance of the MidCap Index Fund since October 1,
   1991.
 
                                                                              67
<PAGE>   70
 
                                                                        TABLE VI
                               CUMULATIVE RETURN
          WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED
               (FROM UNDERLYING FUND INCEPTION TO MARCH 31, 1998)
 
   
<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          --     583.05%   148.78%   106.66%   44.43%
Dreyfus Variable Investment Fund
  Dreyfus Small Cap Portfolio (Division 18).................  08/31/90    1,365.24%        --    195.32     77.67    37.03
Founders Growth (Division 30)...............................  01/05/62          --     437.36    165.86    118.00    41.47
Neuberger&Berman Guardian Trust (Division 29)...............  08/03/93      116.61         --        --     84.26    32.07
Putnam Global Growth (Division 28)..........................  09/01/67          --     190.21    102.46     72.83    27.80
Putnam New Opportunities (Division 26)......................  08/31/90      578.28         --    200.20    102.28    52.30
Putnam OTC & Emerging Growth (Division 27)..................  11/01/82          --     376.93    165.94     84.54    50.66
Scudder Growth and Income (Division 21).....................  11/13/84          --     357.83    148.98    113.91    41.31
Templeton Foreign -- Class 1 (Division 32)..................  10/05/82          --     220.43     86.86     49.54    12.99
Templeton Variable Products Series Fund
  Templeton Asset Allocation -- Class 1 (Division 19).......  08/24/88      201.53         --    103.97     76.18    22.80
  Templeton International -- Class 1 (Division 20)..........  05/01/92      137.78         --    139.57     84.92    25.95
Vanguard Fixed Income Securities Fund --
  Long-Term Corporate Portfolio (Division 22)**.............  07/09/73          --     139.74     40.32     32.59    16.36
Vanguard Fixed Income Securities Fund --
  Long-Term U.S. Treasury Portfolio (Division 23)**.........  05/19/86          --     134.28     41.22     33.54    17.45
Vanguard/Wellington (Division 25)...........................  07/01/29          --     250.14    106.85     82.23    30.54
Vanguard/Windsor II (Division 24)...........................  06/24/85          --     383.49    154.38    125.51    45.10
</TABLE>
    
 
- ---------------
 
 *  The Table reflects actual historical performance of the related Separate
    Account Divisions (21-32) since inception of each Division (July 1, 1996)
    and hypothetical performance for periods prior to July 1, 1996. With respect
    to Separate Account Divisions 18-20, the Table reflects hypothetical
    performance for periods prior to July 11, 1994 (inception date of each
    Division). 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.
 
 68
<PAGE>   71
 
                                                                       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 MARCH 31, 1998*
                                              --------------------------------------------------------
FUND AND DIVISION                               1998        1997        1996        1995        1994
- --------------------------------------------   -------     ------      -------     ------      -----
<S>                                           <C>         <C>         <C>         <C>         <C>
AGSPC Asset Allocation (Division 5).........     30.13%      8.82%       20.11%      6.29%      0.52%
AGSPC Capital Conservation (Division 7).....     10.40       2.95         9.88       2.70       0.43
AGSPC Government Securities (Division 8)....     10.37       2.52         8.73       2.49       0.70
AGSPC Growth (Division 15)..................     46.65       3.68        41.56      12.46         --
AGSPC Growth & Income (Division 16).........     35.72      10.14        29.68       7.62         --
AGSPC International Equities (Division
  11).......................................     17.45       0.47        12.08       4.48      19.63
AGSPC International Government Bond
  (Division 13).............................      0.59      (0.84)        1.74      15.51       8.36
AGSPC MidCap Index (Division 4)***..........     47.05       8.90        27.02       7.06       4.44
AGSPC Money Market (Division 6).............      4.20       3.95         4.36       3.46       1.70
AGSPC Science & Technology (Division 17)....     33.98      (4.81)       48.80      37.53         --
AGSPC Small Cap Index (Division 14).........     40.20       4.47        26.98       3.59       7.59
AGSPC Social Awareness (Division 12)........     45.99      19.83        31.62      12.19      (2.01)
AGSPC Stock Index (Division 10).............     46.15      18.44        30.56      13.90      (0.28)
American Century -- Twentieth Century Ultra
  (Division 31).............................     44.43       1.35           --         --         --
Dreyfus Variable Investment Fund
  Dreyfus Small Cap Portfolio (Division
    18).....................................     37.03       2.28        26.76      10.12         --
Founders Growth (Division 30)...............     41.47       3.02           --         --         --
Neuberger&Berman Guardian Trust (Division
  29)(1)....................................     32.07      12.29           --         --         --
Putnam Global Growth (Division 28)..........     27.80       6.67           --         --         --
Putnam New Opportunities (Division 26)......     52.30     (13.27)          --         --         --
Putnam OTC & Emerging Growth (Division 27)..     50.66     (25.13)          --         --         --
Scudder Growth and Income (Division 21).....     41.31      14.47           --         --         --
Templeton Foreign -- Class 1 (Division
  32).......................................     12.99      11.05           --         --         --
Templeton Variable Products Series Fund
  Templeton Asset Allocation -- Class 1
    (Division 19)...........................     22.80      16.67        22.97       1.98         --
  Templeton International -- Class 1
    (Division 20)...........................     25.95      20.98        21.36      (1.74)        --
Vanguard Fixed Income Securities Fund --
  Long-Term Corporate Portfolio (Division
  22)**.....................................     16.36       2.09           --         --         --
Vanguard Fixed Income Securities Fund --
  Long-Term U.S. Treasury Portfolio
  (Division 23)**...........................     17.45       1.33           --         --         --
Vanguard/Wellington (Division 25)...........     30.54      10.34           --         --         --
Vanguard/Windsor II (Division 24)...........     45.10      13.52           --         --         --
 
<CAPTION>
                                            ANNUAL CHANGE IN PURCHASE UNIT VALUE FOR THE 12 MONTHS ENDED MARCH 31, 1998*
                                              ------------------------------------------------------
FUND AND DIVISION                              1993       1992        1991        1990        1989
- --------------------------------------------  ------     ------      ------      ------      -----
<S>                                           <C>       <C>         <C>         <C>         <C>
AGSPC Asset Allocation (Division 5).........    6.36%      5.59%       8.21%       9.29%      9.50%
AGSPC Capital Conservation (Division 7).....   14.74      12.02        3.05        8.11       2.38
AGSPC Government Securities (Division 8)....   13.69       9.70        8.24        8.14       2.27
AGSPC Growth (Division 15)..................      --         --          --          --         --
AGSPC Growth & Income (Division 16).........      --         --          --          --         --
AGSPC International Equities (Division
  11).......................................    9.58      (9.96)       2.60      (16.09)        --
AGSPC International Government Bond
  (Division 13).............................   13.91       3.25          --          --         --
AGSPC MidCap Index (Division 4)***..........   13.52       6.62        2.24        9.24      10.44
AGSPC Money Market (Division 6).............    1.97       3.85        6.43        7.58       6.77
AGSPC Science & Technology (Division 17)....      --         --          --          --         --
AGSPC Small Cap Index (Division 14).........   14.49         --          --          --         --
AGSPC Social Awareness (Division 12)........   13.11       5.77       12.11       (0.38)        --
AGSPC Stock Index (Division 10).............   13.93       8.75       11.72       16.89      14.56
American Century -- Twentieth Century Ultra
  (Division 31).............................      --         --          --          --         --
Dreyfus Variable Investment Fund
  Dreyfus Small Cap Portfolio (Division
    18).....................................      --         --          --          --         --
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 -- Class 1 (Division
  32).......................................      --         --          --          --         --
Templeton Variable Products Series Fund
  Templeton Asset Allocation -- Class 1
    (Division 19)...........................      --         --          --          --         --
  Templeton International -- Class 1
    (Division 20)...........................      --         --          --          --         --
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 MARCH 31, 1989*
                                              --------------------------------------------------------
FUND AND DIVISION                               1998        1997        1996        1995        1994
- --------------------------------------------   -------     -------     -------     -------     -------
<S>                                           <C>         <C>         <C>         <C>         <C>
AGSPC Asset Allocation (Division 5).........    164.25%     103.07%      88.61%      55.37%      46.18%
AGSPC Capital Conservation (Division 7).....     88.85       71.05       66.15       51.21       47.23
AGSPC Government Securities (Division 8)....     89.59       71.78       67.56       54.10       50.35
AGSPC Growth (Division 15)..................    142.07       65.07       59.21       12.46          --
AGSPC Growth & Income (Division 16).........    108.64       53.72       39.57        7.62          --
AGSPC International Equities (Division
  11).......................................     40.40       19.54       18.99        6.16        1.61
AGSPC International Government Bond
  (Division 13).............................     49.37       48.50       49.76       47.20       27.44
AGSPC MidCap Index (Division 4)***..........    239.22      130.68      111.83       66.77       55.78
AGSPC Money Market (Division 6).............     53.97       47.77       42.15       36.22       31.65
AGSPC Science & Technology (Division 17)....    160.99       94.81      104.65       37.53          --
AGSPC Small Cap Index (Division 14).........    137.31       69.26       62.02       27.59       23.18
AGSPC Social Awareness (Division 12)........    238.18      131.65       93.32       46.88       30.92
AGSPC Stock Index (Division 10).............    375.82      225.57      174.87      110.54       84.85
American Century -- Twentieth Century Ultra
  (Division 31).............................     46.38        1.35          --          --          --
Dreyfus Variable Investment Fund
  Dreyfus Small Cap Portfolio (Division
    18).....................................     95.64       42.77       39.59       10.12          --
Founders Growth (Division 30)...............     45.75        3.02          --          --          --
Neuberger&Berman Guardian Trust (Division
  29).......................................     48.30       12.29          --          --          --
Putnam Global Growth (Division 28)..........     36.33        6.67          --          --          --
Putnam New Opportunities (Division 26)......     32.09      (13.27)         --          --          --
Putnam OTC & Emerging Growth (Division 27)..     12.79      (25.13)         --          --          --
Scudder Growth and Income (Division 21).....     61.77       14.47          --          --          --
Templeton Foreign -- Class 1 (Division
  32).......................................     25.47       11.05          --          --          --
Templeton Variable Products Series Fund
  Templeton Asset Allocation -- Class 1
    (Division 19)...........................     79.66       46.30       25.40        1.98          --
  Templeton International -- Class 1
    (Division 20)...........................     81.71       44.27       19.25       (1.74)         --
Vanguard Fixed Income Securities Fund --
  Long-Term Corporate Portfolio (Division
  22)**.....................................     18.80        2.09          --          --          --
Vanguard Fixed Income Securities Fund --
  Long-Term U.S. Treasury Portfolio
  (Division 23)**...........................     19.01        1.33          --          --          --
Vanguard/Wellington (Division 25)...........     44.03       10.34          --          --          --
Vanguard/Windsor II (Division 24)...........     64.72       13.52          --          --          --
 
<CAPTION>
                                            CUMULATIVE CHANGE IN PURCHASE UNIT VALUE FOR EACH PERIOD END SINCE MARCH 31, 1989*
                                              ------------------------------------------------------
FUND AND DIVISION                              1993       1992        1991        1990        1989
- --------------------------------------------  ------     ------      ------      ------      -----
<S>                                           <C>       <C>         <C>         <C>         <C>
AGSPC Asset Allocation (Division 5).........   45.42%     36.73%      29.49%      19.67%      9.50%
AGSPC Capital Conservation (Division 7).....   46.61      27.77       14.06       10.68       2.38
AGSPC Government Securities (Division 8)....   49.30      31.33       19.71       10.60       2.27
AGSPC Growth (Division 15)..................      --         --          --          --         --
AGSPC Growth & Income (Division 16).........      --         --          --          --         --
AGSPC International Equities (Division
  11).......................................  (15.06)    (22.49)     (13.91)     (16.09)        --
AGSPC International Government Bond
  (Division 13).............................   17.61       3.25          --          --         --
AGSPC MidCap Index (Division 4)***..........   49.15      31.39       23.35       20.65      10.44
AGSPC Money Market (Division 6).............   29.45      26.95       22.25       14.86       6.77
AGSPC Science & Technology (Division 17)....      --         --          --          --         --
AGSPC Small Cap Index (Division 14).........   14.49         --          --          --         --
AGSPC Social Awareness (Division 12)........   33.61      18.13       11.68       (0.38)        --
AGSPC Stock Index (Division 10).............   85.37      62.70       49.61       33.91      14.56
American Century -- Twentieth Century Ultra
  (Division 31).............................      --         --          --          --         --
Dreyfus Variable Investment Fund
  Dreyfus Small Cap Portfolio (Division
    18).....................................      --         --          --          --         --
Founders Growth (Division 30)...............      --         --          --          --         --
Neuberger&Berman Guardian Trust (Division
  29).......................................      --         --          --          --         --
Putnam Global Growth (Division 28)..........      --         --          --          --         --
Putnam New Opportunities (Division 26)......      --         --          --          --         --
Putnam OTC & Emerging Growth (Division 27)..      --         --          --          --         --
Scudder Growth and Income (Division 21).....      --         --          --          --         --
Templeton Foreign -- Class 1 (Division
  32).......................................      --         --          --          --         --
Templeton Variable Products Series Fund
  Templeton Asset Allocation -- Class 1
    (Division 19)...........................      --         --          --          --         --
  Templeton International -- Class 1
    (Division 20)...........................      --         --          --          --         --
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>
    
 
                                                                              69
<PAGE>   72
 
- ------------
 
  * 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.
 
*** 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%.
 
 70
<PAGE>   73
 
                                                                      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 MARCH 31, 1998*
                                         --------------------------------------------------------
FUND AND DIVISION**                        1998        1997        1996        1995        1994
- ---------------------------------------   -------     ------      ------      ------      ------
<S>                                      <C>         <C>         <C>         <C>         <C>
American Century -- Twentieth Century
  Ultra (Division 31)..................     44.43%      8.01%      32.47%       1.63%      18.46%
Dreyfus Variable Investment Fund
  Dreyfus Small Cap Portfolio (Division
    18)................................     37.03       2.28       26.76       10.85       49.95
Founders Growth (Division 30)..........     41.47       9.56       40.66        4.45       16.75
Neuberger&Berman Guardian Trust
  (Division 29)........................     32.07      13.03       23.43       12.44        4.55
Putnam Global Growth (Division 28).....     27.80      10.13       22.79       (0.75)      18.03
Putnam New Opportunities (Division
  26)..................................     52.30      (7.04)      42.87       17.30       26.52
Putnam OTC & Emerging Growth (Division
  27)..................................     50.66     (18.30)      49.92       17.14       23.02
Scudder Growth and Income (Division
  21)..................................     41.31      17.14       29.22       11.48        4.41
Templeton Foreign -- Class 1 (Division
  32)..................................     12.99      15.39       14.70       (0.15)      25.13
Templeton Variable Products Series Fund
  Templeton Asset Allocation -- Class 1
    (Division 19)......................     22.80      16.67       22.97        1.94       13.57
  Templeton International -- Class 1
    (Division 20)......................     25.95      20.98       21.36       (1.24)      31.18
Vanguard Fixed Income Securities
  Fund -- Long-Term Corporate Portfolio
  (Division 22)***.....................     16.36       1.83       11.91        3.61        2.14
Vanguard Fixed Income Securities
  Fund -- Long-Term U.S. Treasury
  Portfolio (Division 23)***...........     17.45       0.87       12.72        3.29        2.38
Vanguard/Wellington (Division 25)......     30.54      11.58       25.11       10.80        2.45
Vanguard/Windsor II (Division 24)......     45.10      16.56       33.34       12.25        0.49
 
<CAPTION>
                                       ANNUAL CHANGE IN PURCHASE UNIT VALUE FOR THE 12 MONTHS ENDED MARCH 31, 1998*
                                         ------------------------------------------------------
FUND AND DIVISION**                       1993       1992        1991        1990        1989
- ---------------------------------------  ------     ------      ------      ------      ------
<S>                                      <C>       <C>         <C>         <C>         <C>
American Century -- Twentieth Century
  Ultra (Division 31)..................    7.54%     22.00%      59.23%       9.73%      19.77%
Dreyfus Variable Investment Fund
  Dreyfus Small Cap Portfolio (Division
    18)................................   61.33     139.16       28.59          --          --
Founders Growth (Division 30)..........   15.81      17.84       11.36       19.24       11.54
Neuberger&Berman Guardian Trust
  (Division 29)........................      --         --          --          --          --
Putnam Global Growth (Division 28).....    8.64       2.92        4.80       13.71        7.59
Putnam New Opportunities (Division
  26)..................................   19.52      36.37       38.62          --          --
Putnam OTC & Emerging Growth (Division
  27)..................................   13.47      11.65       12.36       15.55        9.03
Scudder Growth and Income (Division
  21)..................................   14.36      14.40       13.05        9.45       13.59
Templeton Foreign -- Class 1 (Division
  32)..................................    6.06       9.83        1.64       24.28       16.54
Templeton Variable Products Series Fund
  Templeton Asset Allocation -- Class 1
    (Division 19)......................   12.29      15.21        1.04        7.98        4.73
  Templeton International -- Class 1
    (Division 20)......................   (0.74)        --          --          --          --
Vanguard Fixed Income Securities
  Fund -- Long-Term Corporate Portfolio
  (Division 22)***.....................   17.02      12.89       11.72        9.97        5.27
Vanguard Fixed Income Securities
  Fund -- Long-Term U.S. Treasury
  Portfolio (Division 23)***...........   17.11       9.68       11.25       10.17        5.38
Vanguard/Wellington (Division 25)......   13.97       9.81        8.75        9.30       13.78
Vanguard/Windsor II (Division 24)......   17.82       7.96        9.66       10.27       23.56
</TABLE>
    
   
<TABLE>
<CAPTION>
                                        CUMULATIVE CHANGE IN PURCHASE UNIT VALUE FOR EACH PERIOD END SINCE MARCH 31, 1989*
                                        --------------------------------------------------------
FUND AND DIVISION**                       1998        1997        1996        1995        1994
- --------------------------------------  -------      ------      ------      ------      ------
<S>                                     <C>         <C>         <C>         <C>         <C>
American Century -- Twentieth Century
  Ultra (Division 31).................   583.05%     372.94%     337.85%     230.52%     225.24%
Dreyfus Variable Investment Fund
  Dreyfus Small Cap Portfolio
    (Division 18).....................  1365.24      969.26      945.42      724.70      643.97
Founders Growth (Division 30).........   437.36      279.83      246.70      146.49      135.98
Neuberger&Berman Guardian Trust
  (Division 29).......................   116.61       64.01       45.10       17.55        4.55
Putnam Global Growth (Division 28)....   190.21      127.09      106.19       67.92       69.18
Putnam New Opportunities (Division
  26).................................   578.28      345.35      379.09      235.33      185.87
Putnam OTC & Emerging Growth (Division
  27).................................   376.93      216.56      287.46      158.45      120.62
Scudder Growth and Income (Division
  21).................................   357.83      223.98      176.57      114.03       91.99
Templeton Foreign -- Class 1 (Division
  32).................................   220.43      183.60      145.77      114.27      114.58
Templeton Variable Products Series
  Fund
  Templeton Asset Allocation -- Class
    1 (Division 19)...................   201.53      145.54      110.46       71.15       67.89
  Templeton International -- Class 1
    (Division 20).....................   137.78       88.80       56.05       28.59       30.21
Vanguard Fixed Income Securities
  Fund -- Long-Term Corporate
  Portfolio (Division 22)***..........   139.74      106.04      102.34       80.81       74.50
Vanguard Fixed Income Securities
  Fund -- Long-Term U.S. Treasury
  Portfolio (Division 23)***..........   134.28       99.48       97.75       75.43       69.85
Vanguard/Wellington (Division 25).....   250.14      168.23      140.39       92.14       73.42
Vanguard/Windsor II (Division 24).....   383.49      233.21      185.87      114.40       90.99
 
<CAPTION>
                                      CUMULATIVE CHANGE IN PURCHASE UNIT VALUE FOR EACH PERIOD END SINCE MARCH 31, 1989*
                                        ------------------------------------------------------
FUND AND DIVISION**                      1993       1992        1991        1990        1989
- --------------------------------------  ------     ------      ------      ------      ------
<S>                                     <C>       <C>         <C>         <C>         <C>
American Century -- Twentieth Century
  Ultra (Division 31).................  174.56%    155.30%     109.26%      31.42%      19.77%
Dreyfus Variable Investment Fund
  Dreyfus Small Cap Portfolio
    (Division 18).....................  396.15     207.54       28.59          --          --
Founders Growth (Division 30).........  102.12      74.52       48.11       33.00       11.54
Neuberger&Berman Guardian Trust
  (Division 29).......................      --         --          --          --          --
Putnam Global Growth (Division 28)....   43.35      31.94       28.20       22.33        7.59
Putnam New Opportunities (Division
  26).................................  125.94      89.04       38.62          --          --
Putnam OTC & Emerging Growth (Division
  27).................................   79.33      58.05       41.56       25.99        9.03
Scudder Growth and Income (Division
  21).................................   83.88      60.80       40.56       24.33       13.59
Templeton Foreign -- Class 1 (Division
  32).................................   71.48      61.69       47.22       44.84       16.54
Templeton Variable Products Series
  Fund
  Templeton Asset Allocation -- Class
    1 (Division 19)...................   47.83      31.65       14.27       13.09        4.73
  Templeton International -- Class 1
    (Division 20).....................   (0.74)        --          --          --          --
Vanguard Fixed Income Securities
  Fund -- Long-Term Corporate
  Portfolio (Division 22)***..........   70.85      46.00       29.33       15.76        5.27
Vanguard Fixed Income Securities
  Fund -- Long-Term U.S. Treasury
  Portfolio (Division 23)***..........   65.90      41.66       29.16       16.10        5.38
Vanguard/Wellington (Division 25).....   69.27      48.52       35.25       24.37       13.78
Vanguard/Windsor II (Division 24).....   90.06      61.31       49.42       36.25       23.56
</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 (21-32) since inception of each Division (July 1, 1996)
    and hypothetical performance for periods prior to July 1, 1996. With respect
    to Separate Account Divisions 18-20, the Table reflects hypothetical
    performance for periods prior to July 11, 1994 (inception date of each
    Division). 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.
 
                                                                              71
<PAGE>   74
 
OTHER CONTRACT FEATURES
- --------------------------------------------------------------------------------
 
CHANGES THAT MAY NOT BE MADE
 
The following terms in Portfolio Director Plus 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 Plus 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.
 
 72
<PAGE>   75
 
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
Plus 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 Plus
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.
 
                                                                              73
<PAGE>   76
 
FEDERAL TAX MATTERS
- --------------------------------------------------------------------------------
 
Portfolio Director Plus 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 Plus 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 Plus 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 Plus is also available through "Non-Qualified
Contracts." Such Non-Qualified Contracts generally include unfunded,
nonqualified deferred compensation plans of corporate employers, as well as
individual annuity contracts issued to individuals outside of the context of any
formal employer or employee retirement plan or arrangement. Non-Qualified
Contracts generally may invest only in mutual funds which are not available to
the general public outside of annuity contracts or life insurance contracts.
 
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 Plus 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.
 
Transfers among investment options within a variable annuity contract generally
are not taxed at the time of such a transfer. However, in 1986 the Internal
Revenue Service (IRS) indicated that limitations might be imposed with respect
to either the number of investment options available within a contract, or the
frequency of transfers between investment options, or both, in order for the
contract to be treated as an annuity contract for federal income tax purposes.
If imposed, such limitations could be applied to qualified contracts as well as
nonqualified contracts, and VALIC can provide no assurance that such limitations
would not be imposed on a retroactive basis to contracts issued under this
prospectus. However, VALIC has no present indications that the IRS intends to
impose such limitations, or what the terms or scope of those limitations might
be.
 
Distributions are taxed differently depending on the program through which
Portfolio Director Plus 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
 
 74
<PAGE>   77
 
- --------------------------------------------------------------------------------
 
may be subject to state income tax withholding requirements.
 
It is the opinion of VALIC and its tax counsel that a Qualified Contract
described in Section 403(a), 403(b), or 408(b) of the Code does not lose its
deferred tax treatment if purchase payments under the contract are invested in
publicly available mutual funds. In a ruling published in 1981, the Internal
Revenue Service ("IRS") had taken the position that, where purchase payments
under a variable annuity contract are invested in publicly available mutual
funds, the contract owner should be treated as the owner of the mutual fund
shares, and deferred tax treatment under the contract should not be available.
In the opinion of VALIC and its tax counsel, the 1981 ruling has been superseded
by subsequent legislation (Code Section 817(h)) which specifically exempts these
Qualified Contracts, and the IRS has no viable legal basis or reason to apply
the theory of the 1981 ruling to these Qualified Contracts under current law.
Although VALIC can provide no assurance that the IRS will not 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 if
such a challenge were made.
 
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
how ownership of the Mutual Fund shares might be imputed for federal income tax
purposes.
 
Investment earnings on contributions to Non-Qualified Contracts which are not
owned by natural persons 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 Plus 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 (0.75% - 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
 
                                                                              75
<PAGE>   78
 
- --------------------------------------------------------------------------------
 
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-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.
 
 76
<PAGE>   79
 
YEAR 2000
- --------------------------------------------------------------------------------
 
YEAR 2000 RISKS
 
VALIC is in the process of modifying its systems to achieve Year 2000 readiness.
This endeavor is directed and managed by VALIC and monitored by the parent
company, American General Corporation. VALIC has developed clearly defined and
documented plans that have been implemented to minimize the risk of significant
negative impact on its operations.
 
These plans include the following activities: (1) perform an inventory of
VALIC's information technology and non-information technology systems; (2)
assess which items in the inventory may expose VALIC to business interruptions
due to Year 2000 issues; (3) test systems for Year 2000 readiness; (4) reprogram
or replace systems that are not Year 2000 ready; and (5) return the systems to
operation. VALIC expects to complete the forgoing activities for all critical
business systems relevant to VALIC Separate Account A by December 1998.
 
In addition, VALIC has business relationships with various third parties, each
of which must also be Year 2000 ready. Therefore, VALIC's plans also include
assessing and attempting to mitigate the risks associated with the potential
failure of third parties to achieve Year 2000 readiness. Due to the various
stages of the third parties' Year 2000 readiness, VALIC's efforts in this regard
will extend through 1999.
 
Through June 30, 1998 VALIC has incurred and expensed $13 million (pretax)
related to Year 2000 readiness, including $6.5 million incurred during the first
six months of 1998. VALIC currently anticipates that it will incur future costs
of $3 million (pretax) for additional internal staff, third party vendors, and
other expenses to achieve Year 2000 readiness.
 
Due to the magnitude and complexity of this project, risks and uncertainties
exist. If conversion of VALIC's systems is not completed on a timely basis (due
to non-performance by significant third-party vendors or other unforeseen
circumstances), or if significant third parties fail to achieve Year 2000
readiness on a timely basis, the Year 2000 issue could have a material adverse
impact on the operations of VALIC and VALIC Separate Account A.
 
                                                                              77
<PAGE>   80
 
                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>   81
 
                      (This page intentionally left blank)
<PAGE>   82
 
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
Plus).
 
                             (Please Print or Type)
 
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                       <C>
 
   Name:                                                  G.A. #
   Address:                                               Policy #
   Social Security Number:
- -------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>   83
 
                      (This page intentionally left blank)
<PAGE>   84
 
                CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
 
<TABLE>
<CAPTION>
                                                      PAGE
                                                      ----
<S>                                                   <C>
General Information.................................    4
    Marketing Information...........................    4
    Endorsements and Published Ratings..............    8
Types of Variable Annuity Contracts.................    9
Federal Tax Matters.................................    9
    Tax Consequences of Purchase Payments...........    9
    Tax Consequences of Distributions...............   11
    Special Tax Consequences -- Early
      Distribution..................................   12
    Special Tax Consequences -- Required
      Distributions.................................   13
    Tax Free Rollovers, Transfers and Exchanges.....   14
Exchange Privilege..................................   14
    Exchanges From Portfolio Director...............   14
    Exchanges From Portfolio Director 2.............   15
    Exchanges From Independence Plus Contracts......   16
    Exchanges From V-Plan Contracts.................   17
    Exchanges From SA-1 and SA-2 Contracts..........   18
    Exchanges From Impact Contracts.................   19
    Exchanges From Compounder Contracts.............   20
    Information Which May Be Applicable To Any
      Exchange......................................   20
Calculation of Surrender Charge.....................   22
    Illustration of Surrender Charge on Total
      Surrender.....................................   22
    Illustration of Surrender Charge on a 10%
      Partial Surrender Followed by a Full
      Surrender.....................................   22
Purchase Unit Value.................................   23
    Illustration of Calculation of Purchase Unit
      Value.........................................   23
    Illustration of Purchase of Purchase Units......   23
Performance Calculations............................   23
    AGSPC Money Market and American General Money
      Market Divisions Yields.......................   23
    Calculation of Current Yield for AGSPC Money
      Market Division Six     ......................   23
    Illustration of Calculation of Current Yield for
      AGSPC Money Market Division Six...............   23
    Calculation of Effective Yield for AGSPC Money
      Market Division Six...........................   24
    Illustration of Calculation of Effective Yield
      for AGSPC Money Market Division Six...........   24
Standardized Yield for Bond Fund Divisions..........   24
    Calculation of Standardized Yield for Bond Fund
      Divisions.....................................   24
    Illustration of Calculation of Standardized
      Yield for Bond Fund Divisions.................   24
    Calculation of Average Annual Total Return......   25
Performance Information.............................   26
    Hypothetical $10,000 Account Value and
      Cumulative Return as Compared to Benchmark
      Tables........................................   26
    Performance Compared to Market Indices..........   26
    AGSPC Asset Allocation Division Five............   30
    AGSPC Capital Conservation Division Seven.......   31
    AGSPC Government Securities Division Eight......   32
    AGSPC Growth Division Fifteen...................   33
    AGSPC Growth & Income Division Sixteen..........   33
    AGSPC International Equities Division Eleven....   34
    AGSPC International Government Bond Division
      Thirteen......................................   34
    AGSPC MidCap Index Division Four................   35
    AGSPC Money Market Division Six.................   36
    AGSPC Science & Technology Division Seventeen...   36
    AGSPC Small Cap Index Division Fourteen.........   37
    AGSPC Social Awareness Division Twelve..........   37
    AGSPC Stock Index Division Ten..................   38
    American Century -- Twentieth Century Ultra
      Division Thirty-One...........................   39
</TABLE>
 
<TABLE>
<CAPTION>
                                                      PAGE
                                                      ----
<S>                                                   <C>
    American General Balanced Division Forty-Two....   40
    American General Conservative Growth Lifestyle
      Division Fifty................................   40
    American General Core Bond Division
      Fifty-Eight...................................   40
    American General Domestic Bond Division
      Forty-Three...................................   40
    American General Growth Lifestyle Division
      Forty-Eight...................................   40
    American General High Yield Bond Division
      Sixty.........................................   40
    American General International Growth Division
      Thirty-Three..................................   40
    American General International Value Division
      Thirty-Four...................................   40
    American General Large Cap Growth Division
      Thirty-Nine...................................   40
    American General Large Cap Value Division
      Forty.........................................   40
    American General Mid Cap Growth Division
      Thirty-Seven..................................   41
    American General Mid Cap Value Division
      Thirty-Eight..................................   41
    American General Moderate Lifestyle Division
      Forty-Nine....................................   41
    American General Money Market Division
      Forty-Four....................................   41
    American General Small Cap Growth Division
      Thirty-Five...................................   41
    American General Small Cap Value Division
      Thirty-Six....................................   41
    American General Socially Responsible Division
      Forty-One.....................................   41
    American General Strategic Bond Division
      Fifty-Nine....................................   41
    Dreyfus Small Cap Division Eighteen.............   42
    Founders Growth Division Thirty.................   43
    Neuberger&Berman Guardian Trust Division Twenty-
      Nine..........................................   44
    Putnam Global Growth Division Twenty-Eight......   45
    Putnam New Opportunities Division Twenty-Six....   46
    Putnam OTC & Emerging Growth Division Twenty-
      Seven.........................................   47
    Scudder Growth and Income Division Twenty-One...   47
    T. Rowe Price Small-Cap Stock Division
      Fifty-One.....................................   48
    Templeton Asset Allocation Division Nineteen....   48
    Templeton Foreign Division Thirty-Two...........   49
    Templeton International Division Twenty.........   50
    Vanguard LifeStrategy Conservative Growth
      Portfolio Division Fifty-Four.................   51
    Vanguard Fixed Income Securities
      Fund -- Long-Term Corporate Portfolio Division
      Twenty-Two....................................   52
    Vanguard Fixed Income Securities
      Fund -- Long-Term U.S. Treasury Portfolio
      Division Twenty-Three.........................   53
    Vanguard LifeStrategy Growth Portfolio Division
      Fifty-Two.....................................   54
    Vanguard LifeStrategy Moderate Growth Portfolio
      Division Fifty-Three..........................   54
    Vanguard/Wellington Division Twenty-Five........   55
    Vanguard/Windsor II Division Twenty-Four........   55
Payout Payments.....................................   56
    Assumed Investment Rate.........................   56
    Amount of Payout Payments.......................   56
    Payout Unit Value...............................   56
    Illustration of Calculation of Payout Unit
      Value.........................................   57
    Illustration of Payout Payments.................   57
Distribution of Variable Annuity Contracts..........   58
Experts.............................................   58
Comments on Financial Statements....................   59
</TABLE>
<PAGE>   85
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                 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
2450 Venture Oaks Way
Suite 220
Sacramento, CA 95833
(916) 646-3004
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
110 University Park Dr.
Suite 110
Winter Park, FL 32792
(407) 679-1090
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>   86
 
                                  [VALIC LOGO]
 
                                 PRINTED MATTER
                     PRINTED IN U.S.A.  VA 10855  REV 9/98
         (C)The Variable Annuity Life Insurance Company, Houston, Texas
 
                                           Recycled Paper  [RECYCLED PAPER LOGO]
<PAGE>   87
 
   
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
    
UNITS OF INTEREST UNDER GROUP AND INDIVIDUAL
VARIABLE ANNUITY CONTRACTS
PORTFOLIO DIRECTOR(R) PLUS
SEPARATE ACCOUNT A
FOR SERIES 1.20 TO 12.20                                      September 22, 1998
 
PROSPECTUS
 
Certain Series of Portfolio Director Plus consists 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 Plus 1.20 to 12.20 consists of group
variable annuity contracts that are offered by VALIC to Participants in certain
employer retirement plans. Portfolio Director Plus 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, as well as for certain after-tax arrangements that are not part of an
employer's plan. Portfolio Director Plus is composed of the following contract
forms: UIT-194, UITG-194, UITN-194, UIT-IRA-194 and UIT-SEP-194.
 
Portfolio Director Plus permits you to invest in and receive retirement benefits
in up to 2 Fixed Account Options and/or an array of up to 30 of the 50 Variable
Account Options described in this prospectus. If your contract is part of your
employer's retirement program, that program will describe which Variable Account
Options are available to you. If your contract is a tax-deferred nonqualified
annuity that is not part of your employer's retirement plan, those Variable
Account Options that are invested in Mutual Funds available to the public
outside of annuity contracts, life insurance contracts or certain employer
sponsored retirement plans will not be available within your contract.
 
- --------------------------------------------------------------------------------
 
VALIC is a member of the Insurance Marketplace Standards Association (IMSA).
IMSA is a voluntary membership organization created by the life insurance
industry to promote ethical market conduct for individual life insurance and
annuity products. VALIC's membership in IMSA applies to VALIC only and not to
its products or affiliates.
 
This prospectus provides you with information you should know before investing
in Portfolio Director Plus. This prospectus is accompanied by the current
prospectuses for the mutual fund options described in this prospectus. Please
read and retain each of these prospectuses for future reference.
 
A Statement of Additional Information, dated September 22, 1998, has been filed
with the Securities and Exchange Commission. This Statement of Additional
Information contains additional information about Portfolio Director Plus 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>   88
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                     PAGE
                                                     ----
<S>                                                  <C>
ABOUT THE PROSPECTUS...............................     1
PROFILE OF PORTFOLIO DIRECTOR PLUS.................     2
FEE TABLE..........................................     6
SELECTED PURCHASE UNIT DATA........................    12
ABOUT PORTFOLIO DIRECTOR PLUS......................    13
ABOUT VALIC........................................    13
ABOUT VALIC SEPARATE ACCOUNT A.....................    13
UNITS OF INTERESTS.................................    13
VARIABLE ACCOUNT OPTIONS...........................    14
    Summary of Funds...............................    14
 
PURCHASE PERIOD....................................    40
    Purchase Payments..............................    40
    Purchase Units.................................    40
    Calculation of Purchase Unit Value.............    40
    Choosing Investment Options....................    41
         Fixed Account Options.....................    41
         Variable Account Options..................    41
    Stopping Purchase Payments.....................    41
 
TRANSFERS BETWEEN INVESTMENT OPTIONS...............    42
    During the Purchase Period.....................    42
    During the Payout Period.......................    42
    Communicating Transfer or Reallocation
      Instructions.................................    42
    Effective Date of Transfer.....................    42
 
FEES AND CHARGES...................................    43
    Account Maintenance Fee........................    43
    Surrender Charge...............................    43
         Amount of Surrender Charge................    43
         10% Free Withdrawal.......................    43
         Exceptions to Surrender Charge............    43
    Premium Tax Charge.............................    44
    Separate Account Charges.......................    44
    Fund Annual Expense Charges....................    44
    Other Tax Charges..............................    44
    Reduction or Waiver of Account Maintenance Fee,
      Surrender, Mortality and Expense Risk Fee or
      Administration and Distribution Fee
      Charges......................................    45
    Separate Account Expense Reimbursement.........    45
 
PAYOUT PERIOD......................................    46
    Fixed Payout...................................    46
    Variable Payout................................    46
    Combination Fixed and Variable Payout..........    46
    Payout Date....................................    46
    Payout Options.................................    46
    Enhancements to Payout Options.................    47
    Payout Information.............................    47
 
SURRENDER OF ACCOUNT VALUE.........................    48
    When Surrenders are Allowed....................    48
    Amount That May Be Surrendered.................    48
    Surrender Restrictions.........................    48
    Partial Surrenders.............................    48
    Systematic Withdrawals.........................    48
    Distributions Required By Federal Tax Law......    49
</TABLE>
 
<TABLE>
<CAPTION>
                                                     PAGE
                                                     ----
<S>                                                  <C>
 
EXCHANGE PRIVILEGE.................................    50
    Restrictions on Exchange Privilege.............    50
    Taxes and Conversion Costs.....................    50
    Surrender Charges..............................    50
    Exchange Offers for Contracts Other Than
      Portfolio Director Plus......................    50
    Comparison of Portfolio Director and Portfolio
      Director 2 Contracts to Portfolio Director
      Plus Contracts...............................    51
    Comparison of Other Contracts..................    51
    Features of Portfolio Director Plus............    51
    Agents' and Managers' Retirement Plan Exchange
      Offer........................................    51
 
DEATH BENEFITS.....................................    53
    Beneficiary Information........................    53
    Special Information for Individual Non-Tax
      Qualified Contracts..........................    53
    During the Purchase Period.....................    53
         Interest Guaranteed Death Benefit.........    53
         Standard Death Benefit....................    54
    During the Payout Period.......................    54
 
HOW TO REVIEW INVESTMENT PERFORMANCE OF SEPARATE
  ACCOUNT DIVISIONS................................    55
    Types of Investment Performance Information
      Advertised...................................    55
      Total Return Performance Information.........    55
      Standard Average Annual Total Return.........    55
      Nonstandard Average Annual Total
      Return.......................................    55
      Cumulative Total Return......................    55
      Annual Change in Purchase Unit Value.........    55
      Cumulative Change in Purchase Unit Value.....    56
      Total Return Based on Different Investment
         Amounts...................................    56
      An Assumed Account Value of $10,000..........    56
    Yield Performance Information..................    56
      AGSPC Money Market and American General Money
      Market Divisions.............................    56
      Divisions Other Than The AGSPC Money Market
         and American General Money Market
         Divisions.................................    56
    Performance Information: Average Annual Total
      Return, Cumulative Return and Annual and
      Cumulative Change in Purchase Unit Value
      Tables.......................................    56
 
OTHER CONTRACT FEATURES............................    63
    Changes That May Not Be Made...................    63
    Change of Beneficiary..........................    63
    Contingent Owner...............................    63
    Cancellation -- The 20 Day "Free Look".........    63
    We Reserve Certain Rights......................    63
    Relationship to Employer's Plan................    63
 
VOTING RIGHTS......................................    64
    Who May Give Voting Instructions...............    64
    Determination of Fund Shares Attributable to
      Your Account.................................    64
      During Purchase Period.......................    64
      During Payout Period or after a Death Benefit
         Has Been Paid.............................    64
    How Fund Shares Are Voted......................    64
 
FEDERAL TAX MATTERS................................    65
    Type of Plans..................................    65
    Tax Consequences in General....................    65
    Effect of Tax-Deferred Accumulations...........    66
 
YEAR 2000..........................................    68
    Year 2000 Risks................................    68
</TABLE>
<PAGE>   89
 
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...................    42
Annuitant.......................    53
Assumed Investment Rate.........    46
Beneficiary.....................    53
Contract Owner..................    53
Divisions.......................    55
Fixed Account Options...........    53
Home Office.....................    42
Mutual Fund or Fund.............    13
Participant.....................    01
Participant Year................    43
Payout Period...................    42
Payout Unit.....................    46
Purchase Payments...............   40, 55
Purchase Period.................    42
Purchase Unit...................    41
VALIC Separate Account A........    64
Variable Account Options........   14, 53
</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
Plus, 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 Plus 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 Plus 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 Plus. This summary is called the "Profile of Portfolio
Director Plus." 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>   90
 
PROFILE OF PORTFOLIO DIRECTOR PLUS
- --------------------------------------------------------------------------------
 
Portfolio Director Plus is VALIC's combination fixed and variable annuity that
offers you a wide choice of investment options and flexibility. A summary of
Portfolio Director Plus's major features is presented below. For a more detailed
discussion of Portfolio Director Plus, please read the entire prospectus
carefully.
 
FIXED AND VARIABLE OPTIONS
 
Portfolio Director Plus offers a choice from among 50 Variable Account Options.
You will not be able to invest in all of the Variable Account Options described
below within a single group or individual annuity contract. If your contract is
a tax-deferred nonqualified annuity that is not part of your employer's
retirement plan, those Variable Account Options that are invested in Mutual
Funds available to the public outside of annuity contracts or life insurance
contracts will not be available within your contract. If your contract is part
of your employer's retirement program, that program will describe which Variable
Account Options are available to you. Portfolio Director Plus also offers two
Fixed Account Options.
 
- --------------------------------------------------------------------------------
 
   
<TABLE>
<S>                 <C>                         <C>                                 <C>                     <C>
                    FIXED ACCOUNT
                    OPTIONS
- -----------------------------------------------------------------------------------------------------------------------------------
FIXED               Fixed                       Guaranteed high current interest    --                      --
OPTIONS             Account Plus                income
                    ---------------------------------------------------------------------------------------------------------------
                    Short-Term                  Guaranteed current interest income  --                      --
                    Fixed Account
- -----------------------------------------------------------------------------------------------------------------------------------
                    VARIABLE ACCOUNT            INVESTMENT
                    OPTIONS                     STRATEGY                            ADVISER                 SUB-ADVISER
- -----------------------------------------------------------------------------------------------------------------------------------
INDEX               AGSPC International         Growth through investments          VALIC                   N/A
EQUITY              Equities                    tracking the EAFE Index
                    ---------------------------------------------------------------------------------------------------------------
FUNDS
                    AGSPC MidCap                Growth through investments          VALIC                   Bankers Trust Company
                    Index Fund                  tracking the S&P MidCap 400(R)
                                                Index
                    ---------------------------------------------------------------------------------------------------------------
                    AGSPC Small Cap             Growth through investments          VALIC                   Bankers Trust Company
                    Index Fund                  tracking the Russell 2000(R) Index
                    ---------------------------------------------------------------------------------------------------------------
                    AGSPC Stock                 Growth through investments          VALIC                   Bankers Trust Company
                    Index Fund                  tracking the S&P 500(R) Index
- -----------------------------------------------------------------------------------------------------------------------------------
ACTIVELY            AGSPC Growth Fund           Growth through investments in       VALIC                   T. Rowe Price
MANAGED                                         service sector companies                                    Associates, Inc.
                    ---------------------------------------------------------------------------------------------------------------
EQUITY              AGSPC Growth & Income       Growth and income through           VALIC                   ValueLine, Inc.
FUNDS               Fund                        investments in stocks or
                                                securities convertible into stocks
                    ---------------------------------------------------------------------------------------------------------------
                    American Century --         Capital growth through investments  American Century        N/A
                    Twentieth Century           in common stock                     Investment Management,
                    Ultra Fund                                                      Inc.
                    ---------------------------------------------------------------------------------------------------------------
                    American General            Long-term capital appreciation by   VALIC                   Jacobs Asset
                    International Growth        investing in equity securities of                           Management
                    Fund                        non-U.S. companies, the majority
                                                of which are expected to be in
                                                developed markets
                    ---------------------------------------------------------------------------------------------------------------
                    American General            Growth of capital and future        VALIC                   Capital Guardian Trust
                    International Value         income through investments in                               Company
                    Fund                        securities of non-U.S. issuers and
                                                securities whose principal markets
                                                are outside of the United States
                    ---------------------------------------------------------------------------------------------------------------
                    American General            Long-term growth through a broadly  VALIC                   Goldman Sachs Asset
                    Large Cap Growth Fund       diversified portfolio of equity                             Management
                                                securities of large cap U.S.
                                                issuers
                    ---------------------------------------------------------------------------------------------------------------
                    American General            Total returns exceeding overtime    VALIC                   State Street Bank &
                    Large Cap Value Fund        the Russell 1000(R) Value Index                             Trust Company/State
                                                through investments in equity                               Street Global Advisors
                                                securities
                    ---------------------------------------------------------------------------------------------------------------
                    American General            Growth through investments in       VALIC                   Brown Capital
                    Mid Cap Growth Fund         medium capitalization equity                                Management Inc.
                                                securities
                    ---------------------------------------------------------------------------------------------------------------
                    American General            Growth through investments in       VALIC                   Neuberger&Berman
                    Mid Cap Value Fund          equity securities of medium                                 Management Inc.
                                                capitalization companies
                    ---------------------------------------------------------------------------------------------------------------
                    American General            Long-term growth through            VALIC                   JP Morgan Investment
                    Small Cap Growth Fund       investments in equity securities                            Management Inc.
                                                of small capitalization growth
                                                companies
                    ---------------------------------------------------------------------------------------------------------------
                    American General            Maximum long-term return through    VALIC                   Fiduciary Management
                    Small Cap Value Fund        investments in small                                        Associates, Inc. and
                                                capitalization companies                                    Bankers Trust Company
                    ---------------------------------------------------------------------------------------------------------------
                    Dreyfus Small               Growth through investments in       The Dreyfus Corporation N/A
                    Cap Portfolio               smaller companies
                    ---------------------------------------------------------------------------------------------------------------
                    Founders                    Long-term growth of capital         Founders                N/A
                    Growth                      through investment in common        Asset
                    Fund                        stocks of well established,         Management LLC
                                                high-quality growth companies
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    
 
 2
<PAGE>   91
 
   
<TABLE>
<S>                 <C>                    <C>                                <C>                      <C>
- -----------------------------------------------------------------------------------------------------------------------------
                    VARIABLE ACCOUNT       INVESTMENT
                    OPTIONS                STRATEGY                           ADVISER                  SUB-ADVISER
- -----------------------------------------------------------------------------------------------------------------------------
                    Neuberger&Berman       Capital appreciation, and          Neuberger&Berman         Neuberger&
                    Guardian Trust         secondarily                        Management Inc.          Berman, LLC
                                           current income by investing
                                           primarily
                                           in common stocks of
                                           long-established,
                                           high quality companies
                    ---------------------------------------------------------------------------------------------------------
                    Putnam Global          Capital appreciation through a     Putnam Investment        N/A
                                           globally
                    Growth Fund            diversified portfolio of common    Management Inc.
                                           stocks
                    ---------------------------------------------------------------------------------------------------------
                    Putnam New             Long-term capital appreciation     Putnam Investment        N/A
                    Opportunities Fund     through investment in common       Management Inc.
                                           stock
                    ---------------------------------------------------------------------------------------------------------
                    Putnam OTC &           Capital appreciation through       Putnam Investment        N/A
                    Emerging Growth        investments in common stocks of    Management Inc.
                    Fund                   small-to-medium companies
                    ---------------------------------------------------------------------------------------------------------
                    Scudder Growth         Long-term growth of capital,       Scudder Kemper           N/A
                                           current
                    and Income Fund        income and growth of income        Investments, Inc.
                    ---------------------------------------------------------------------------------------------------------
                    T. Rowe Price          Long-term capital growth through   T. Rowe Price            N/A
                    Small-Cap Stock Fund   investments in securities of       Associates, Inc.
                                           small to medium-sized companies
                    ---------------------------------------------------------------------------------------------------------
                    Templeton              Long-term capital growth through   Templeton Global         N/A
                    Foreign                investments in equity and debt     Advisors Limited
                    Fund -- Class 1        securities
                                           of companies and governments
                                           outside the U.S.
                    ---------------------------------------------------------------------------------------------------------
                    Templeton              Long-term capital growth through   Templeton Investment     N/A
                    International          a flexible policy of investing in  Counsel, Inc.
                    Fund - Class 1*        stocks and debt obligations of
                                           companies and governments outside
                                           the U.S.
                    ---------------------------------------------------------------------------------------------------------
                    Vanguard/              Growth and income through          Vanguard                 N/A
                    Windsor II             investment in common stock
- -----------------------------------------------------------------------------------------------------------------------------
BALANCED            American General       Conservation of principal and      VALIC                    Capital Guardian Trust
FUNDS               Balanced Fund          long-term growth of capital and                             Company
                                           income through investments in
                                           fixed income and equity
                                           securities
                    ---------------------------------------------------------------------------------------------------------
                    Vanguard/              Income and growth through 30 to    Vanguard                 N/A
                                           40%
                    Wellington             investment in high quality
                                           corporate bonds
                    Fund                   and 60 to 70% investment in
                                           common stocks
- -----------------------------------------------------------------------------------------------------------------------------
INCOME              AGSPC Capital          Income and possible growth         VALIC                    N/A
FUNDS               Conservation Fund      through investments in high
                                           quality debt securities
                    ---------------------------------------------------------------------------------------------------------
                    AGSPC Government       Income and possible growth         VALIC                    N/A
                    Securities Fund        through investments in
                                           intermediate and long-term
                                           government debt securities
                    ---------------------------------------------------------------------------------------------------------
                    AGSPC International    Income and possible growth         VALIC                    N/A
                                           through
                    Government             investments in high quality
                                           foreign
                    Bond Fund              government debt securities
                    ---------------------------------------------------------------------------------------------------------
                    American General Core  Maximum income through investment  VALIC                    American General
                    Bond Fund              in medium to high quality fixed                             Investment Management,
                                           income securities                                           L.P.
                    ---------------------------------------------------------------------------------------------------------
                    American General       High income and total return       VALIC                    Capital Guardian Trust
                    Domestic Bond Fund     consistent with conservation of                             Company
                                           capital through investments in
                                           fixed income securities and other
                                           income producing securities
                    ---------------------------------------------------------------------------------------------------------
                    American General High  High total return and income       VALIC                    American General
                    Yield Bond Fund        consistent with conservation of                             Investment Management,
                                           capital through investment in                               L.P.
                                           high yield fixed income
                                           securities
                    ---------------------------------------------------------------------------------------------------------
                    American General       High level of total return and     VALIC                    American General
                    Strategic Bond Fund    income consistent with                                      Investment Management,
                                           conservation of capital through                             L.P.
                                           investment in income-producing
                                           securities
                    ---------------------------------------------------------------------------------------------------------
                    Vanguard Fixed Income  Income through investment          Vanguard                 N/A
                    Securities             in long-term high quality
                    Fund-Long-Term         corporate bonds
                    Corporate Portfolio
                    ---------------------------------------------------------------------------------------------------------
                    Vanguard Fixed Income  Income through investment in       Vanguard                 N/A
                    Securities             long-term U.S. Treasury bonds
                    Fund-Long-Term
                    U.S. Treasury
                    Portfolio
- -----------------------------------------------------------------------------------------------------------------------------
SPECIALTY           AGSPC Science &        Growth through investments in      VALIC                    T. Rowe Price
FUNDS               Technology Fund        stocks of companies which benefit                           Associates, Inc.
                                           from development of science and
                                           technology
                    ---------------------------------------------------------------------------------------------------------
                    AGSPC Social           Growth through investments in      VALIC                    N/A
                    Awareness Fund         stocks of companies meeting
                                           social
                                           criteria of the Fund
                    ---------------------------------------------------------------------------------------------------------
                    American General       Growth through investments in      VALIC                    N/A
                    Socially Responsible   stocks of companies meeting
                    Fund                   social criteria of the Fund
- -----------------------------------------------------------------------------------------------------------------------------
* A series of Templeton Variable Products Series Fund.
</TABLE>
    
 
                                                                               3
<PAGE>   92
<TABLE>
<S>                 <C>                         <C>                                 <C>                     <C>
- -----------------------------------------------------------------------------------------------------------------------------------
                    VARIABLE ACCOUNT            INVESTMENT
                    OPTIONS                     STRATEGY                            ADVISER                 SUB-ADVISER
- -----------------------------------------------------------------------------------------------------------------------------------
MONEY               AGSPC Money                 Income through investments in       VALIC                   N/A
MARKET              Market                      short-term money market
FUNDS               Fund                        securities
                    ---------------------------------------------------------------------------------------------------------------
                    American General Money      Income through investments in       VALIC                   N/A
                    Market Fund                 short-term money market securities
- -----------------------------------------------------------------------------------------------------------------------------------
LIFESTYLE           American General            Current income and a low to         VALIC                   N/A
FUNDS               Conservative Growth         moderate level of growth through
                    Lifestyle Fund              investments in American General
                                                Series Portfolio Company Funds
- -----------------------------------------------------------------------------------------------------------------------------------
                    American General            Growth through investments in       VALIC                   N/A
                    Growth                      American General Series Portfolio
                    Lifestyle Fund              Company Funds
                    ---------------------------------------------------------------------------------------------------------------
                    American General            Growth and current income through   VALIC                   N/A
                    Moderate Growth             investments in American General
                    Lifestyle Fund              Series Portfolio Company Funds
                    ---------------------------------------------------------------------------------------------------------------
                    Vanguard LifeStrategy       High level of income and moderate   Vanguard                N/A
                    Conservative                long- term growth of capital and
                    Growth Portfolio            income
                    ---------------------------------------------------------------------------------------------------------------
                    Vanguard LifeStrategy       Growth of capital and income        Vanguard                N/A
                    Growth Portfolio
                    ---------------------------------------------------------------------------------------------------------------
                    Vanguard LifeStrategy       A reasonable level of income and    Vanguard                N/A
                    Moderate Growth             long-term growth of capital and
                    Portfolio                   income
- -----------------------------------------------------------------------------------------------------------------------------------
ASSET               AGSPC Asset Allocation      Maximum return through investments  VALIC                   N/A
ALLOCATION          Fund                        in a mix of stocks, bonds and
FUNDS                                           money market securities
                    ---------------------------------------------------------------------------------------------------------------
                    Templeton Asset             High level of total return through  Templeton Investment    N/A
                    Allocation                  a flexible policy of investing in   Counsel, Inc.
                    Fund -- Class 1*            stocks and debt obligations of
                                                companies and governments of any
                                                nation and money market
                                                instruments
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
 
* A series of Templeton Variable Products Series Fund
 
 4
<PAGE>   93
 
- --------------------------------------------------------------------------------
 
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 Plus 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 Plus 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 Plus'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 0.55% to 1.05% during the Purchase Period and 0.75%
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 or distributor 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 Plus 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.
 
                                                                               5
<PAGE>   94
 
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(8)                              0.25%           0.55%              --          0.80%
AGSPC Capital Conservation                             0.25            0.55               --          0.80
AGSPC Government Securities                            0.25            0.55               --          0.80
AGSPC Growth                                           0.25            0.55               --          0.80
AGSPC Growth & Income                                  0.25            0.55               --          0.80
AGSPC International Equities                           0.25            0.55               --          0.80
AGSPC International Government Bond                    0.25            0.55               --          0.80
AGSPC MidCap Index                                     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
American Century -- Twentieth Century Ultra(4)         0.25            0.80            (0.21%)        0.84
American General Balanced(4)                           0.25            0.55            (0.25)         0.55
American General Conservative Growth Lifestyle         0.25            0.55            (0.25)         0.55
American General Core Bond(4)                          0.25            0.55            (0.25)         0.55
American General Domestic Bond(4)                      0.25            0.55            (0.25)         0.55
American General Growth Lifestyle                      0.25            0.55            (0.25)         0.55
American General High Yield Bond(4)                    0.25            0.55            (0.25)         0.55
American General International Growth(4)               0.25            0.55            (0.25)         0.55
American General International Value(4)                0.25            0.55            (0.25)         0.55
American General Large Cap Growth(4)                   0.25            0.55            (0.25)         0.55
American General Large Cap Value(4)                    0.25            0.55            (0.25)         0.55
American General Mid Cap Growth(4)                     0.25            0.55            (0.25)         0.55
American General Mid Cap Value(4)                      0.25            0.55            (0.25)         0.55
American General Moderate Growth Lifestyle             0.25            0.55            (0.25)         0.55
American General Money Market(4)                       0.25            0.55            (0.25)         0.55
American General Small Cap Growth(4)                   0.25            0.55            (0.25)         0.55
American General Small Cap Value(4)                    0.25            0.55            (0.25)         0.55
American General Socially Responsible(4)               0.25            0.55            (0.25)         0.55
American General Strategic Bond(4)                     0.25            0.55            (0.25)         0.55
Dreyfus Variable Investment Fund
  Dreyfus Small Cap Portfolio(4)                       0.25            0.80            (0.15)         0.90
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
T. Rowe Price Small-Cap Stock                          0.25            0.80               --          1.05
Templeton Foreign -- Class 1(4)                        0.25            0.80            (0.25)         0.80
Templeton Variable Products Series Fund
  Templeton Asset Allocation -- Class 1                0.25            0.80               --          1.05
  Templeton International -- Class 1                   0.25            0.80               --          1.05
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 LifeStrategy Conservative Growth
  Portfolio                                            0.25            0.80               --          1.05
Vanguard LifeStrategy Growth Portfolio                 0.25            0.80               --          1.05
Vanguard LifeStrategy Moderate Growth Portfolio        0.25            0.80               --          1.05
Vanguard/Wellington                                    0.25            0.80               --          1.05
Vanguard/Windsor II                                    0.25            0.80               --          1.05
</TABLE>
    
 
 6
<PAGE>   95
 
- --------------------------------------------------------------------------------
 
FUND ANNUAL EXPENSES
(as a percentage of net assets):
 
   
<TABLE>
<CAPTION>
                                               MANAGEMENT                   OTHER           TOTAL FUND
                                                  FEES                    EXPENSES           EXPENSES
                                             (AFTER EXPENSE   12B-1    (AFTER EXPENSE     (AFTER EXPENSE
                    FUND                     REIMBURSEMENT)   FEES    REIMBURSEMENT)(6)   REIMBURSEMENT)
                    ----                     --------------   -----   -----------------   --------------
<S>                                          <C>              <C>     <C>                 <C>
AGSPC Asset Allocation(8)                         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
American Century -- Twentieth Century Ultra       1.00          --             --              1.00
American General Balanced(10)                     0.05          --           0.80              0.85
American General Conservative Growth
  Lifestyle                                       0.10          --             --              0.10
American General Core Bond(10)                      --          --           0.83              0.83
American General Domestic Bond(10)                0.24          --           0.57              0.81
American General Growth Lifestyle                 0.10          --             --              0.10
American General High Yield Bond(10)              0.20          --           0.83              1.03
American General International Growth(10)         0.47          --           0.71              1.18
American General International Value(10)          0.37          --           0.70              1.07
American General Large Cap Growth(10)             0.30          --           0.58              0.88
American General Large Cap Value(10)              0.25          --           0.58              0.83
American General Mid Cap Growth(10)               0.18          --           0.64              0.82
American General Mid Cap Value(10)                0.43          --           0.64              1.07
American General Moderate Growth Lifestyle        0.10          --             --              0.10
American General Money Market(10)                   --          --           0.58              0.58
American General Small Cap Growth(10)             0.56          --           0.62              1.18
American General Small Cap Value(10)              0.38          --           0.63              1.01
American General Socially Responsible(10)           --          --           0.58              0.58
American General Strategic Bond(10)               0.03          --           0.90              0.93
Dreyfus Variable Investment Fund
  Dreyfus Small Cap Portfolio                     0.75          --           0.03              0.78
Founders Growth                                   0.67        0.25%          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           0.31              1.06
Putnam OTC & Emerging Growth                      0.56        0.25           0.35              1.16
Scudder Growth and Income                         0.46          --           0.30              0.76
T. Rowe Price Small-Cap Stock                     0.77          --           0.25              1.02
Templeton Foreign -- Class 1                      0.61        0.25           0.22              1.08
Templeton Variable Products Series Fund
  Templeton Asset Allocation -- Class 1(9)        0.60          --           0.18              0.78
  Templeton International -- Class 1(9)           0.69          --           0.19              0.88
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 LifeStrategy Conservative Growth
  Portfolio                                         --          --           0.29              0.29
Vanguard LifeStrategy Growth Portfolio              --          --           0.29              0.29
Vanguard LifeStrategy Moderate Growth
  Portfolio                                         --          --           0.29              0.29
Vanguard/Wellington                               0.04          --           0.25              0.29
Vanguard/Windsor II                               0.15          --           0.22              0.37
</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.
    
 
                                                                               7
<PAGE>   96
 
- --------------------------------------------------------------------------------
 
   
 (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 or distributors 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 or distributors pay
     administrative, shareholder service or distribution fees to the Company:
     American Century -- Twentieth Century (0.21%), American General Funds
     (0.25%), Dreyfus (0.15%), 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 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, administrative and other miscellaneous expenses. See each
     Fund's prospectus for a detailed explanation of these fees.
 
 (7) Neuberger&Berman Guardian Trust ("Trust") has identical investment
     objectives and policies and invests in, the same portfolio as
     Neuberger&Berman Guardian Fund ("Fund"). Both the Fund and Trust are
     managed by Neuberger&Berman Management Inc. ("N&B"). 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. For this Fund, MANAGEMENT FEES include
     administration expenses. For the Trust's 1997 fiscal year, N&B did not bear
     any expenses.
 
 (8) The AGSPC Asset Allocation Fund was formerly known as the Timed Opportunity
     Fund.
 
 (9) 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.
 
(10) After expense reimbursement. In the absence of the expense reimbursement,
     management fees, other expenses and total fund operating expenses,
     respectively, would be: Balanced Fund, 0.80%, 0.80% and 1.60%; Core Bond
     Fund, 0.50%, 0.86% and 1.36%; Domestic Bond Fund, 0.60%, 0.57% and 1.17%;
     High Yield Bond Fund, 0.70%, 0.83% and 1.53%; International Growth Fund,
     0.90%, 0.71% and 1.61%; International Value Fund, 1.00%, 0.70% and 1.70%;
     Large Cap Growth Fund, 0.55%, 0.58% and 1.13%; Large Cap Value Fund, 0.50%,
     0.58% and 1.08%; Mid Cap Growth Fund, 0.65%, 0.64% and 1.29%; Mid Cap Value
     Fund, 0.75%, 0.64% and 1.39%; Money Market Fund, 0.25%, 0.86% and 1.11%;
     Small Cap Growth Fund, 0.85%, 0.62% and 1.47%; Small Cap Value Fund, 0.75%,
     0.63% and 1.38%; and Socially Responsible Fund, 0.25%, 0.87% and 1.12%; and
     Strategic Bond Fund, 0.60%, 0.90% and 1.50%.
 
 8
<PAGE>   97
 
   
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 Plus 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 Capital Conservation Division 7                          14        43        75        165
AGSPC Government Securities Division 8                         14        43        75        164
AGSPC Growth Division 15                                       17        52        90        197
AGSPC Growth & Income Division 16                              16        51        88        192
AGSPC International Equities Division 11                       12        39        67        148
AGSPC International Government Bond Division 13                14        43        75        164
AGSPC MidCap Index Division 4                                  12        38        66        146
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
American Century -- Twentieth Century Ultra Division 31        19        58       100        216
American General Balanced Division 42                          14        44        77        168
American General Conservative Growth Lifestyle Division 50      7        21        36         81
American General Core Bond Division 58                         14        44        76        166
American General Domestic Bond Division 43                     14        43        75        164
American General Growth Lifestyle Division 48                   7        21        36         81
American General High Yield Bond Division 60                   16        50        86        188
American General International Growth Division 33              18        55        94        205
American General International Value Division 34               16        51        88        193
American General Large Cap Growth Division 39                  15        45        78        172
American General Large Cap Value Division 40                   14        44        76        166
American General Mid Cap Growth Division 37                    14        43        75        165
American General Mid Cap Value Division 38                     16        51        88        193
American General Moderate Growth Lifestyle Division 49          7        21        36         81
American General Money Market Division 44                      12        36        62        138
American General Small Cap Growth Division 35                  18        55        94        205
American General Small Cap Value Division 36                   16        49        85        186
American General Socially Responsible Division 41              12        36        62        138
American General Strategic Bond Division 59                    15        47        81        177
Dreyfus Variable Investment Fund
  Dreyfus Small Cap Portfolio Division 18                      14        42        73        161
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
T. Rowe Price Small-Cap Stock Division 51                      21        65       111        240
Templeton Foreign -- Class 1 Division 32                       19        59       102        221
Templeton Variable Products Series Fund
  Templeton Asset Allocation -- Class 1 Division 19            14        42        73        161
  Templeton International -- Class 1 Division 20               15        45        78        172
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 LifeStrategy Conservative Growth Portfolio Division
  54                                                           14        42        74        162
Vanguard LifeStrategy Growth Portfolio Division 52             14        42        74        162
Vanguard LifeStrategy Moderate Growth Portfolio Division 53    14        42        74        162
Vanguard/Wellington Division 25                                14        42        74        162
Vanguard/Windsor II Division 24                                14        45        78        171
</TABLE>
    
 
                                                                               9
<PAGE>   98
 
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 Plus 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 Capital Conservation Division 7                          15        45        78        171
AGSPC Government Securities Division 8                         14        45        78        170
AGSPC Growth Division 15                                       17        54        93        203
AGSPC Growth & Income Division 16                              17        53        91        198
AGSPC International Equities Division 11                       13        40        70        155
AGSPC International Government Bond Division 13                14        45        78        170
AGSPC MidCap Index Division 4                                  13        40        69        152
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
American Century -- Twentieth Century Ultra Division 31        19        60       103        222
American General Balanced Division 42                          15        46        80        175
American General Conservative Growth Lifestyle Division 50      7        23        39         88
American General Core Bond Division 58                         15        45        79        172
American General Domestic Bond Division 43                     14        45        78        170
American General Growth Lifestyle Division 48                   7        23        39         88
American General High Yield Bond Division 60                   17        52        89        194
American General International Growth Division 33              18        56        97        211
American General International Value Division 34               17        53        91        199
American General Large Cap Growth Division 39                  15        47        81        178
American General Large Cap Value Division 40                   15        45        79        172
American General Mid Cap Growth Division 37                    15        45        78        171
American General Mid Cap Value Division 38                     17        53        91        199
American General Moderate Growth Lifestyle Division 49          7        23        39         88
American General Money Market Division 44                      12        38        65        144
American General Small Cap Growth Division 35                  18        56        97        211
American General Small Cap Value Division 36                   16        51        88        192
American General Socially Responsible Division 41              12        38        65        144
American General Strategic Bond Division 59                    16        49        84        183
Dreyfus Variable Investment Fund
  Dreyfus Small Cap Portfolio Division 18                      18        55        94        205
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
T. Rowe Price Small-Cap Stock Division 51                      22        67       114        246
Templeton Foreign -- Class 1 Division 32                       20        61       105        226
Templeton Variable Products Series Fund
  Templeton Asset Allocation -- Class 1 Division 19            19        59       102        221
  Templeton International -- Class 1 Division 20               20        62       107        232
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 LifeStrategy Conservative Growth Portfolio
  Division 54                                                  14        44        76        168
Vanguard LifeStrategy Growth Portfolio Division 52             14        44        76        168
Vanguard LifeStrategy Moderate Growth Portfolio Division 53    14        44        76        168
Vanguard/Wellington Division 25                                14        44        76        168
Vanguard/Windsor II Division 24                                15        47        81        177
</TABLE>
    
 
 10
<PAGE>   99
 
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 Plus 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 Capital Conservation Division 7                          61        95       128        171
AGSPC Government Securities Division 8                         61        95       128        170
AGSPC Growth Division 15                                       64       104       143        203
AGSPC Growth & Income Division 16                              63       102       141        198
AGSPC International Equities Division 11                       60        90       120        155
AGSPC International Government Bond Division 13                61        95       128        170
AGSPC MidCap Index Division 4                                  59        90       119        152
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
American Century -- Twentieth Century Ultra Division 31        66       109       153        222
American General Balanced Division 42                          61        96       130        175
American General Conservative Growth Lifestyle Division 50     54        73        89         88
American General Core Bond Division 58                         61        95       129        172
American General Domestic Bond Division 43                     61        95       128        170
American General Growth Lifestyle Division 48                  54        73        89         88
American General High Yield Bond Division 60                   63       101       139        194
American General International Growth Division 33              65       106       147        211
American General International Value Division 34               64       103       141        199
American General Large Cap Growth Division 39                  62        97       131        178
American General Large Cap Value Division 40                   61        95       129        172
American General Mid Cap Growth Division 37                    61        95       128        171
American General Mid Cap Value Division 38                     64       103       141        199
American General Moderate Growth Lifestyle Division 49         54        73        89         88
American General Money Market Division 44                      59        88       115        144
American General Small Cap Growth Division 35                  65       106       147        211
American General Small Cap Value Division 36                   63       101       138        192
American General Socially Responsible Division 41              59        88       115        144
American General Strategic Bond Division 59                    62        98       134        183
Dreyfus Variable Investment Fund
  Dreyfus Small Cap Portfolio Division 18                      64       104       144        205
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
T. Rowe Price Small-Cap Stock Division 51                      68       116       164        246
Templeton Foreign -- Class 1 Division 32                       66       110       155        226
Templeton Variable Products Series Fund
  Templeton Asset Allocation -- Class 1 Division 19            66       109       152        221
  Templeton International -- Class 1 Division 20               67       112       157        232
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 LifeStrategy Conservative Growth Portfolio
  Division 54                                                  61        94       126        168
Vanguard LifeStrategy Growth Portfolio Division 52             61        94       126        168
Vanguard LifeStrategy Moderate Growth Portfolio Division 53    61        94       126        168
Vanguard/Wellington Division 25                                61        94       126        168
Vanguard/Windsor II Division 24                                62        97       131        177
</TABLE>
    
 
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.
 
                                                                              11
<PAGE>   100
 
SELECTED PURCHASE UNIT DATA
- --------------------------------------------------------------------------------
Portfolio Director Plus Series 1.20 to 12.20 is a new variable annuity product;
therefore, there is no Selected Purchase Unit Data available at this time.
 
 12
<PAGE>   101
 
- --------------------------------------------------------------------------------
 
ABOUT PORTFOLIO DIRECTOR PLUS
 
Portfolio Director Plus 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 Plus can come from different sources, like
payroll deductions or money transfers. Your retirement savings process with
Portfolio Director Plus will involve two stages: the Purchase Period; and the
Payout Period. The first is when you make contributions into Portfolio Director
Plus 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 Plus.
 
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 Plus. 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.
 
VALIC is a member of the Insurance Marketplace Standards Association (IMSA).
IMSA is a voluntary membership organization created by the life insurance
industry to promote ethical market conduct for individual life insurance and
annuity products. VALIC's membership in IMSA applies to VALIC only and not its
products or affiliates.
 
ABOUT VALIC SEPARATE ACCOUNT A
 
When you direct money to Portfolio Director Plus'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 Plus. 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." Fifty Divisions are
available and represent the Variable Account Options in Portfolio Director Plus.
Each of these Divisions invests in a different Mutual Fund made available
through Portfolio Director Plus. 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 Plus. 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 Plus, VALIC Separate Account A may not be charged with the
liabilities of any other VALIC operation. As stated in Portfolio Director Plus,
the Texas Insurance Code requires that the assets of VALIC Separate Account A
attributable to Portfolio Director Plus be held exclusively for the benefit of
the contract owner, participants, annuitants, and beneficiaries of Portfolio
Director Plus. 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 PLUS
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
 
                                                                              13
<PAGE>   102
 
VARIABLE ACCOUNT OPTIONS
- --------------------------------------------------------------------------------
 
Portfolio Director Plus enables you to participate in Divisions that represent
fifty Variable Account Options. These Divisions comprise all of the Variable
Account Options that are made available through VALIC Separate Account A. You
may not according to your retirement program be able to invest in all fifty
Variable Account Options described in this prospectus. 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 Plus and include:
 
- - American General Series Portfolio
   
  Company (AGSPC) -- offers 13 funds, for which VALIC serves as investment
  adviser.
    
 
- - American General Series Portfolio Company 3 (AGSPC 3) -- offers 18 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.
 
- - Dreyfus Variable Investment Fund -- offers 1 fund, for which The Dreyfus
  Corporation 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.
 
- - T. Rowe Price Small-Cap Stock Fund, Inc. -- offers 1 fund for which T. Rowe
  Price Associates, Inc. serves as investment adviser.
 
- - Templeton Funds Inc. -- offers 3 funds for which Templeton Global Advisors
  Limited and Templeton Investment Counsel, Inc. serves as investment advisers.
 
- - Templeton Variable Products Series Fund -- offers 2 funds for which Templeton
  Investment Counsel Inc. serves as investment adviser.
 
- - The Vanguard Group Inc. -- offers 7 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.
 
Sixteen of the Mutual Funds offered through VALIC's Separate Account A are also
available to the general public.
 
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 as well as the Standard Average Annual Total Return for each Division for a
1, 3, 5 and 10 year period if available. The performance information in the
tables and graphs 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. They 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 for
all Funds other than the AGSPC 3 Funds reflect the historical performance of
each Fund based on investment in a hypothetical Contract from the date of the
Fund's inception. Since the AGSPC 3 Funds recently commenced operations no
actual performance history exists. Since the T. Rowe Price Small-Cap
Division 51, the Vanguard LifeStrategy Conservative Growth Division 54, the
Vanguard LifeStrategy Growth Division 52 and the
Vanguard LifeStrategy Moderate Growth Division 53 recently commenced operations
no actual performance exists. 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.
 
The Standard Average Annual Total Return figures are based on the average
percentage change in the value of an investment in a corresponding Division for
a different series of Portfolio Director Plus from the beginning to the end of
the historical periods shown and have been restated to take into account the
fees and charges under this series of Portfolio Director Plus. 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 Plus at the end of the specified
period. Premium taxes are not deducted. This information is calculated for each
Division based on how an initial investment of $1,000 performed at the end of
the specified periods shown.
 
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 Plus.
Investment returns on
Variable Account
Options may be positive
or negative depending on
the investment
performance of the
underlying Mutual Fund.
 
 14
<PAGE>   103
 
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
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             10,970
        03/31/90             12,011
        03/31/91             13,021
        03/31/92             13,775
        03/31/93             14,679
        03/31/94             14,784
        03/31/95             15,743
        03/31/96             18,941
        03/31/97             20,649
        03/31/98             26,917
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 1, 1988
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 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
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             10,258
        03/31/90             11,110
        03/31/91             11,472
        03/31/92             12,873
        03/31/93             14,798
        03/31/94             14,890
        03/31/95             15,323
        03/31/96             16,867
        03/31/97             17,398
        03/31/98             19,244
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 1, 1988
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 31
 
 * The AGSPC Asset Allocation Fund was formerly known as the Timed Opportunity
   Fund. The Standard Average Annual Total Return for the Fund for the 1, 3, 5
   and 10 year period was 25.28%, 18.33%, 12.21% and 10.35%, respectively.
 
** The Standard Average Annual Total Return for the AGSPC Capital Conservation
   Fund for the 1, 3, 5 and 10 year period was 5.57%, 6.38%, 4.51% and 6.71%,
   respectively.
 
                                                                              15
<PAGE>   104
 
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
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             10,247
        03/31/90             11,102
        03/31/91             12,039
        03/31/92             13,231
        03/31/93             15,059
        03/31/94             15,205
        03/31/95             15,614
        03/31/96             17,010
        03/31/97             17,472
        03/31/98             19,319
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 1, 1988
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 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
        03/31/95             11,265
        03/31/96             15,969
        03/31/97             16,589
        03/31/98             24,369
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 29, 1994
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 31
 
 * The Standard Average Annual Total Return for the AGSPC Government Securities
   Fund for the 1, 3, 5 and 10 year period was 5.54%, 5.83%, 4.20% and 6.75%,
   respectively.
 
** The Standard Average Annual Total Return for the AGSPC Growth Fund for the 1
   and 3 year period and since inception was 41.81%, 28.25% and 24.78%,
   respectively.
 
 16
<PAGE>   105
 
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
        03/31/95             10,781
        03/31/96             14,003
        03/31/97             15,451
        03/31/98             21,004
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 29, 1994
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 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
        03/31/90              8,402
        03/31/91              8,637
        03/31/92              7,794
        03/31/93              8,556
        03/31/94             10,253
        03/31/95             10,733
        03/31/96             12,051
        03/31/97             12,132
        03/31/98             14,276
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE OCTOBER 2, 1989
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 31
 
 * The Standard Average Annual Total Return for the AGSPC Growth & Income Fund
   for the 1 and 3 year period and since inception was 30.87%, 23.75% and
   20.03%, respectively.
 
** The Standard Average Annual Total Return for the AGSPC International Equities
   Fund for the 1, 3 and 5 year period and since inception was 12.61%, 8.52%,
   10.05% and 4.22%, respectively.
 
                                                                              17
<PAGE>   106
 
   
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
        03/31/92             10,334
        03/31/93             11,793
        03/31/94             12,802
        03/31/95             14,814
        03/31/96             15,101
        03/31/97             15,003
        03/31/98             15,121
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE OCTOBER 1, 1991
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 31
   
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***.
 
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     October 1, 1991        $ Value
- -------------------------   -------
<S>                         <C>
        10/01/91            $10,000
        03/31/92             11,004
        03/31/93             12,513
        03/31/94             13,095
        03/31/95             14,045
        03/31/96             17,869
        03/31/97             19,495
        03/31/98             28,713
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE OCTOBER 1, 1991
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 31
 
  * The Standard Average Annual Total Return for the AGSPC International
    Government Bond Fund for the 1, 3 and 5 year period and since inception was
    (3.81%), (0.90%), 4.20% and 6.51%, respectively.
 
 ** The Standard Average Annual Total Return for the AGSPC MidCap Index Fund for
    the 1, 3 and 5 year period and since inception was 42.20%, 25.80%, 17.48%
    and 17.55%, respectively.
 
*** "Standard & Poor's(R)", "S&P(R)", "S&P 500(R)" and "S&P MidCap 400" are
    trademarks of Standard and Poor's ("S&P"). The AGSPC MidCap 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.
 
 18
<PAGE>   107
 
   
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
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             10,697
        03/31/90             11,529
        03/31/91             12,294
        03/31/92             12,791
        03/31/93             13,068
        03/31/94             13,317
        03/31/95             13,805
        03/31/96             14,434
        03/31/97             15,033
        03/31/98             15,695
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 1, 1988
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 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
        03/31/95             13,771
        03/31/96             20,520
        03/31/97             19,574
        03/31/98             26,268
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 29, 1994
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 31
 
 * The Standard Average Annual Total Return for the AGSPC Money Market Fund for
   the 1, 3, 5 and 10 year period was (0.35%), 2.76%, 2.79% and 4.55%,
   respectively.
 
** The Standard Average Annual Total Return for the AGSPC Science & Technology
   Fund for the 1 and 3 year period and since inception was 29.12%, 22.85% and
   27.24%, respectively.
 
                                                                              19
<PAGE>   108
 
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
        03/31/93             11,467
        03/31/94             12,361
        03/31/95             12,829
        03/31/96             16,316
        03/31/97             17,078
        03/31/98             23,983
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                      STIPULATED PAYMENT MADE MAY 1, 1992
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 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
        03/31/90              9,972
        03/31/91             11,200
        03/31/92             11,869
        03/31/93             13,449
        03/31/94             13,205
        03/31/95             14,841
        03/31/96             19,563
        03/31/97             23,482
        03/31/98             34,336
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE OCTOBER 2, 1989
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 31
  * The Standard Average Annual Total Return for the AGSPC Small Cap Index Fund
    for the 1, 3 and 5 year period and since inception was 35.35%, 22.01%,
    15.28% and 15.86%, respectively.
 
 ** The Russell(R) Index is a trademark/servicemark of the Frank Russell Trust
    Company. Russell(TM) is a trademark of the Frank Russell Company.
 
*** The Standard Average Annual Total Return for the AGSPC Social Awareness Fund
    for the 1, 3 and 5 year period and since inception was 41.14%, 31.23%,
    20.07% and 15.57%, respectively.
 
 20
<PAGE>   109
 
   
AGSPC STOCK INDEX FUND*
    
(Division 10)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks long-term capital growth through investment in common stocks that, as a
group, are expected to provide investment results closely corresponding to the
performance of the Standard & Poor's 500 Stock Index(R)**.
 
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             11,477
        03/31/90             13,439
        03/31/91             15,041
        03/31/92             16,388
        03/31/93             18,704
        03/31/94             18,688
        03/31/95             21,324
        03/31/96             27,883
        03/31/97             33,082
        03/31/98             48,427
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 1, 1988
 
                                    [CHART]
                             PERIOD ENDED MARCH 31
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
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             11,998
        03/31/90             13,189
        03/31/91             21,027
        03/31/92             25,697
        03/31/93             27,688
        03/31/94             32,854
        03/31/95             33,454
        03/31/96             44,384
        03/31/97             48,032
        03/31/98             69,484
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 1, 1988
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 31
 
  * The Standard Average Annual Total Return for the AGSPC Stock Index Fund for
    the 1, 3, 5 and 10 year period was 41.30%, 30.40%, 20.42% and 17.02%,
    respectively.
 
 ** "Standard & Poor's(R)", "S&P(R)" and "S&P 500(R)" are trademarks of Standard
    and Poor's ("S&P"). The AGSPC 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.
 
*** The Standard Average Annual Total Return for the American
    Century -- Twentieth Century Ultra Fund for the 1 year period and since
    inception was 39.58% and 22.04%, respectively.
 
                                                                              21
<PAGE>   110
 
AMERICAN GENERAL
BALANCED FUND*
(Division 42)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks balanced accomplishment of (i) conservation of principal and (ii)
long-term growth of capital and income through investment in fixed income and
equity securities.
 
AMERICAN GENERAL CONSERVATIVE
GROWTH LIFESTYLE FUND*
(Division 50)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks current income and low to moderate growth of capital through investments
in Series Company Funds. This Fund is suitable for investors who wish to invest
in equity securities, but who are not willing to assume the market risks of
either the Growth Lifestyle Fund or the Moderate Growth Lifestyle Fund.
 
* The Fund recently commenced operations. Accordingly, no performance for the
  Fund is available.
 
 22
<PAGE>   111
 
AMERICAN GENERAL CORE
BOND FUND*
(Division 58)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks the highest possible total return consistent with conservation of capital
through investment in medium to high quality fixed income securities.
 
AMERICAN GENERAL DOMESTIC
BOND FUND*
(Division 43)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks the highest possible total return consistent with conservation of capital
through investment primarily in investment grade fixed income securities and
other income producing securities.
 
* The Fund recently commenced operations. Accordingly, no performance for the
  Fund is available.
 
                                                                              23
<PAGE>   112
 
AMERICAN GENERAL GROWTH
LIFESTYLE FUND*
(Division 48)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks growth through investments in Series Company Funds. This Fund is suitable
for investors seeking the potential for capital growth that a fund investing
predominately in equity securities may offer.
 
AMERICAN GENERAL HIGH
YIELD BOND FUND*
(Division 60)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks the highest possible total return and income consistent with conservation
of capital through investment in a diversified portfolio of high yielding high
risk fixed income securities.
 
* The Fund recently commenced operations. Accordingly, no performance for the
  Fund is available.
 
 24
<PAGE>   113
 
AMERICAN GENERAL INTERNATIONAL
GROWTH FUND*
(Division 33)
 
- ---------------------------------------------------------------
INVESTMENT OBJECTIVE
 
Seeks to provide long-term capital appreciation by investing in equity
securities of non-U.S. companies, the majority of which are expected to be in
developed markets. The Fund may invest across the capitalization spectrum,
although it intends to emphasize smaller capitalization stocks.
 
AMERICAN GENERAL INTERNATIONAL
VALUE FUND*
(Division 34)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks to provide growth of capital and future income through investments
primarily in securities of non-U.S. issuers and securities whose principal
markets are outside of the United States.
 
* The Fund recently commenced operations. Accordingly, no performance for the
  Fund is available.
 
                                                                              25
<PAGE>   114
 
AMERICAN GENERAL LARGE CAP
GROWTH FUND*
(Division 39)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks long-term growth of capital through a broadly diversified portfolio of
equity securities of large cap U.S. issuers that are expected to have better
prospects for earnings growth than the growth rate of the general domestic
economy. Dividend income is a secondary objective.
 
AMERICAN GENERAL LARGE CAP
VALUE FUND*
(Division 40)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks to provide total returns that exceed over time the Russell 1000(R) Value
Index through investments in equity securities.
 
* The Fund recently commenced operations. Accordingly, no performance for the
  Fund is available.
 
 26
<PAGE>   115
 
AMERICAN GENERAL MID CAP
GROWTH FUND*
(Division 37)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks capital appreciation principally through investments in medium
capitalization equity securities, such as common and preferred stocks and
securities convertible into common stocks. Current income is of secondary
objective.
 
AMERICAN GENERAL MID CAP
VALUE FUND*
(Division 38)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks capital growth through investment in equity securities of medium
capitalization companies using a value-oriented investment approach.
 
* The Fund recently commenced operations. Accordingly, no performance for the
  Fund is available.
 
                                                                              27
<PAGE>   116
 
AMERICAN GENERAL MODERATE
GROWTH LIFESTYLE FUND*
(Division 49)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks growth and current income through investments in Series Company Funds.
This Fund is suitable for investors who wish to invest in stocks, but who are
not willing to assume the substantial market risks of the Growth Lifestyle Fund.
 
AMERICAN GENERAL MONEY
MARKET FUND*
(Division 44)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks liquidity, protection of capital and current income through investments in
short-term money market instruments.
 
* The Fund recently commenced operations. Accordingly, no performance for the
  Fund is available.
 
 28
<PAGE>   117
 
AMERICAN GENERAL SMALL CAP
GROWTH FUND*
(Division 35)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks to provide long-term growth from a portfolio of equity securities of small
capitalization growth companies.
 
AMERICAN GENERAL SMALL CAP
VALUE FUND*
(Division 36)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks maximum long-term return, consistent with reasonable risk to principal by
investing primarily in equity securities of small capitalization companies in
terms of revenues and/or market capitalization.
 
* The Fund recently commenced operations. Accordingly, no performance for the
  Fund is available.
 
                                                                              29
<PAGE>   118
 
AMERICAN GENERAL SOCIALLY
RESPONSIBLE FUND*
(Division 41)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks to obtain growth of capital through investment, primarily in equity
securities, in companies which meet the social criteria established for the
Fund. The Fund does not invest in companies that:
 
  - produce nuclear energy;
 
  - make military weapons or delivery systems; or
 
  - engage continuously in practices or produce products that significantly
    pollute the environment (such products include tobacco products).
 
AMERICAN GENERAL STRATEGIC
BOND FUND*
(Division 59)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks the highest possible total return and income consistent with conservation
of capital through investment in a diversified portfolio of income producing
securities.
 
* The Fund recently commenced operations. Accordingly, no performance for the
  Fund is available.
 
 30
<PAGE>   119
 
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 or services 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
        03/31/91             12,869
        03/31/92             30,796
        03/31/93             49,745
        03/31/94             74,691
        03/31/95             82,946
        03/31/96            105,315
        03/31/97            107,928
        03/31/98            148,142
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE AUGUST 31, 1990
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 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
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             11,174
        03/31/90             13,347
        03/31/91             14,890
        03/31/92             17,577
        03/31/93             20,392
        03/31/94             23,850
        03/31/95             24,960
        03/31/96             35,158
        03/31/97             38,589
        03/31/98             54,683
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 1, 1988
 
                                    [CHART]
                             PERIOD ENDED MARCH 31
 
 * The Standard Average Annual Total Return for the Dreyfus Small Cap Portfolio
   for the 1 and 3 year period and since inception was 32.18%, 20.12% and
   19.06%, respectively.
 
** The Standard Average Annual Total Return for the Founders Growth Fund for the
   1 year period and since inception was 36.63% and 21.72%, respectively.
 
                                                                              31
<PAGE>   120
 
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
     August 3, 1993         $ Value
- -------------------------   -------
<S>                         <C>
        08/03/93            $10,000
        03/31/94             10,468
        03/31/95             11,791
        03/31/96             14,578
        03/31/97             16,508
        03/31/98             21,839
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE AUGUST 3, 1993
 
                                    [CHART]
                             PERIOD ENDED MARCH 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
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             10,779
        03/31/90             12,278
        03/31/91             12,892
        03/31/92             13,294
        03/31/93             14,470
        03/31/94             17,108
        03/31/95             17,014
        03/31/96             20,926
        03/31/97             23,089
        03/31/98             29,561
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 1, 1988
 
                                    [CHART]
                             PERIOD ENDED MARCH 31
 
 * The Standard Average Annual Total Return for the Neuberger&Berman Guardian
   Trust for the 1 year period and since inception was 27.22% and 22.97%,
   respectively.
 
** The Standard Average Annual Total Return for the Putnam Global Growth Fund
   for the 1 year period and since inception was 22.96% and 17.01%,
   respectively.
 
 32
<PAGE>   121
 
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
        03/31/91             13,871
        03/31/92             18,945
        03/31/93             22,682
        03/31/94             28,745
        03/31/95             33,776
        03/31/96             48,326
        03/31/97             45,018
        03/31/98             68,671
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE AUGUST 31, 1990
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 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
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
04/01/88                    $10,000
03/31/89                     10,924
03/31/90                     12,645
03/31/91                     14,234
03/31/92                     15,921
03/31/93                     18,098
03/31/94                     22,302
03/31/95                     26,171
03/31/96                     39,287
03/31/97                     32,176
03/31/98                     48,552
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 1, 1988
 
[CHART]                      PERIOD ENDED MARCH 31
 
 * The Standard Average Annual Total Return for the Putnam New Opportunities
   Fund for the 1 year period and since inception was 47.45% and 14.84%,
   respectively.
 
** The Standard Average Annual Total Return for the Putnam OTC & Emerging Growth
   Fund for the 1 year period and since inception was 45.81% and 4.55%,
   respectively.
 
                                                                              33
<PAGE>   122
 
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
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             11,378
        03/31/90             12,476
        03/31/91             14,130
        03/31/92             16,192
        03/31/93             18,548
        03/31/94             19,403
        03/31/95             21,668
        03/31/96             28,041
        03/31/97             32,902
        03/31/98             46,566
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 1, 1988
 
                                    [CHART]
                             PERIOD ENDED MARCH 31
T. ROWE PRICE SMALL-CAP STOCK FUND**
(Division 51)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks long-term capital growth through investments in securities of small to
medium-sized companies.
 
 * The Standard Average Annual Total Return for the Scudder Growth and Income
   Fund for the 1 year period and since inception was 36.45% and 29.43%,
   respectively.
 
   
** The T. Rowe Price Small-Cap Stock Fund Division 51 recently commenced
   operations. Accordingly, no performance is available for the Division.
    
 
 34
<PAGE>   123
 
   
TEMPLETON ASSET ALLOCATION FUND*
    
   
Class 1 Shares
    
   
(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
        03/31/89             10,486
        03/31/90             11,344
        03/31/91             11,485
        03/31/92             13,256
        03/31/93             14,912
        03/31/94             16,965
        03/31/95             17,329
        03/31/96             21,344
        03/31/97             24,945
        03/31/98             30,689
</TABLE>
    
 
   
                    VALUE AT MONTHLY INTERVALS OF A $10,000
    
   
                    STIPULATED PAYMENT MADE AUGUST 24, 1988
    
 
   
                                    [CHART]
    
   
                             PERIOD ENDED MARCH 31
    
   
TEMPLETON FOREIGN FUND**
    
   
Class 1 Shares
    
   
(Division 32)
    
 
- ---------------------------------------------------------------
 
   
INVESTMENT OBJECTIVE
    
 
   
Seeks long-term capital growth. The Fund tries to achieve its investment goal by
a flexible policy of investing in the equity and debt securities of companies
and governments outside the United States.
    
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
      April 1,1988          $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             11,675
        03/31/90             14,533
        03/31/91             14,801
        03/31/92             16,286
        03/31/93             17,305
        03/31/94             21,689
        03/31/95             21,701
        03/31/96             24,935
        03/31/97             28,823
        03/31/98             32,630
</TABLE>
    
 
   
                    VALUE AT MONTHLY INTERVALS OF A $10,000
    
   
                     STIPULATED PAYMENT MADE APRIL 1, 1988
    
 
                                    [CHART]
 
   
                             PERIOD ENDED MARCH 31
    
 
   
 * The Standard Average Annual Total Return for the Templeton Asset Allocation
   Fund -- Class 1 for the 1 and 3 year period and since inception was 17.96%,
   19.77%, and 16.39%, respectively.
    
 
   
** The Standard Average Annual Total Return for the Templeton Foreign
   Fund -- Class 1 for the 1 year period and since inception was 8.14% and
   11.38%, respectively.
    
 
                                                                              35
<PAGE>   124
 
   
TEMPLETON INTERNATIONAL FUND*
    
   
Class 1 Shares
    
(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 would be incidental.
 
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
       May 1, 1992          $ Value
- -------------------------   -------
<S>                         <C>
        05/01/92            $10,000
        03/31/93              9,944
        03/31/94             13,065
        03/31/95             12,929
        03/31/96             15,716
        03/31/97             19,046
        03/31/98             24,032
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                      STIPULATED PAYMENT MADE MAY 1, 1992
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 31
   
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
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             10,547
        03/31/90             11,619
        03/31/91             13,003
        03/31/92             14,705
        03/31/93             17,236
        03/31/94             17,638
        03/31/95             18,311
        03/31/96             20,527
        03/31/97             20,943
        03/31/98             24,411
</TABLE>
    
 
   
                    VALUE AT MONTHLY INTERVALS OF A $10,000
    
   
                     STIPULATED PAYMENT MADE APRIL 1, 1988
    
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 31
 
   
 * The Standard Average Annual Total Return for the Templeton International
   Fund -- Class 1 for the 1 and 3 year period and since inception was 21.11%,
   21.77% and 16.89%, respectively.
    
   
** The Standard Average Annual Total Return for the Vanguard Fixed Income
   Securities Fund -- Long-Term Corporate Portfolio for the 1 year period and
   since inception was 11.49% and 7.81%, respectively.
    
 
 36
<PAGE>   125
 
   
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
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             10,558
        03/31/90             11,652
        03/31/91             12,986
        03/31/92             14,268
        03/31/93             16,737
        03/31/94             17,169
        03/31/95             17,767
        03/31/96             20,062
        03/31/97             20,278
        03/31/98             23,856
</TABLE>
    
 
   
                    VALUE AT MONTHLY INTERVALS OF A $10,000
    
   
                     STIPULATED PAYMENT MADE APRIL 1, 1988
    
 
   
                                    [CHART]
    
   
                             PERIOD ENDED MARCH 31
    
   
VANGUARD LIFESTRATEGY
    
   
CONSERVATIVE GROWTH PORTFOLIO**
    
   
(Division 54)
    
 
- ---------------------------------------------------------------
 
   
INVESTMENT OBJECTIVE
    
 
   
Seeks a high level of income and moderate long-term growth of capital and
income.
    
   
    
 
   
 * The Standard Average Annual Total Return for the Vanguard Fixed Income
   Securities Fund -- Long-Term U.S. Treasury Portfolio for the 1 year period
   and since inception was 12.58% and 7.92%, respectively.
    
   
** The Vanguard LifeStrategy Conservative Growth Portfolio Division 54 recently
   commenced operations. Accordingly, no performance information is available
   for the Division.
    
 
                                                                              37
<PAGE>   126
 
VANGUARD LIFESTRATEGY
GROWTH PORTFOLIO*
(Division 52)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks to provide growth of capital and income.
 
VANGUARD LIFESTRATEGY
MODERATE GROWTH PORTFOLIO**
(Division 53)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks a reasonable level of income and long-term growth of capital and income.
 
   
 * The Vanguard LifeStrategy Growth Portfolio Division 52 recently commenced
   operations. Accordingly, no performance is available for the Division.
    
 
   
** The Vanguard LifeStrategy Moderate Growth Portfolio Division 53 recently
   commenced operations. Accordingly, no performance is available for the
   Division.
    
 
 38
<PAGE>   127
 
   
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
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             11,398
        03/31/90             12,481
        03/31/91             13,598
        03/31/92             14,958
        03/31/93             17,077
        03/31/94             17,529
        03/31/95             19,457
        03/31/96             24,379
        03/31/97             27,250
        03/31/98             35,630
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 1, 1988
 
[CHART]
                             PERIOD ENDED MARCH 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
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             12,376
        03/31/90             13,671
        03/31/91             15,019
        03/31/92             16,244
        03/31/93             19,171
        03/31/94             19,303
        03/31/95             21,706
        03/31/96             28,983
        03/31/97             33,838
        03/31/98             49,174
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 1, 1988
 
[CHART]
 
                             PERIOD ENDED MARCH 31
 
  * The Standard Average Annual Total Return for the Vanguard/Wellington Fund
    for the 1 year period and since inception was 25.68% and 20.86%,
    respectively.
 
   
 ** The Standard Average Annual Total Return for Vanguard/Windsor II for the 1
    year period and since inception was 40.24% and 30.82%, respectively.
    
 
                                                                              39
<PAGE>   128
 
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 Plus 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 Plus 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. In
  the case of an individual variable annuity contract, we will return the
  Purchase Payments within 5 business days if the requested information is not
  provided, unless you otherwise so specify.
 
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 the Money Market Division option
  chosen by your employer. 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 option chosen by your employer. 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 Plus.
 
For more information as to
how PURCHASE UNIT VALUES
are calculated, see the
Statement of Additional
Information.
 
 40
<PAGE>   129
 
- --------------------------------------------------------------------------------
 
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 52 investment options offered in Portfolio Director Plus. This
includes 2 Fixed Account Options and 50 Variable Account 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 Plus 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 as permitted by your retirement
program. As noted elsewhere in the prospectus, you will not be permitted to
select from more than 30 Variable Account Options, and in some cases less than
30, depending on your employer's plan and the type of annuity contract selected.
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 Plus 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.
 
                                                                              41
<PAGE>   130
 
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 Plus 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
Plus'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
Plus'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.
 
 42
<PAGE>   131
 
FEES AND CHARGES
- --------------------------------------------------------------------------------
 
By investing in Portfolio Director Plus, 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 Plus 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 that will be deducted from the amount withdrawn. 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.
 
                                                                              43
<PAGE>   132
 
- --------------------------------------------------------------------------------
 
- - 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 Plus 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 0.55% to 1.05% during the Purchase Period and
0.75% 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 Plus. 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
Plus, 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.
 
 44
<PAGE>   133
 
- --------------------------------------------------------------------------------
 
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 Plus 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.
 
                                                                              45
<PAGE>   134
 
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 from your existing 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:
 
  - From your existing Variable Account Options (payments will vary); with
 
  - Up to 2 Fixed Account Options (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).
 
 46
<PAGE>   135
 
- --------------------------------------------------------------------------------
 
    - 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".
 
                                                                              47
<PAGE>   136
 
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.
 
   
Under the LOUISIANA OPTIONAL RETIREMENT PLAN retirement benefits must be paid in
the form of a lifetime income, and except for death benefits, single sum
surrenders and partial surrenders out of the plan are not permitted.
    
 
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 Plus. 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
 
 48
<PAGE>   137
 
- --------------------------------------------------------------------------------
 
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 Plus 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.
 
                                                                              49
<PAGE>   138
 
EXCHANGE PRIVILEGE
- --------------------------------------------------------------------------------
 
We issue other fixed and/or variable annuity contracts (other contracts) in
addition to Portfolio Director Plus. These other contracts are listed below. We
will allow you, under certain conditions, to exchange from one of these other
contracts to Portfolio Director Plus. 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. An exchange may require the issuance of a contract or may be subject
to any other requirements that the Company may impose.
 
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 Plus to other contract forms are not
    permitted.
 
  - This exchange privilege is only available for those other contracts listed
    below.
 
Additionally, if you have your money in a fixed account of one of the below
listed other contracts, you must exchange directly into the Fixed Account
Options of Portfolio Director Plus. You will be subject to all of the rules that
apply to the Fixed Account Options in Portfolio Director Plus. 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 Plus.
 
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 Plus.
 
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 Plus 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 Plus 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
Plus.)
 
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 Plus 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 Plus 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 PLUS
 
The following other contracts may be exchanged.
 
  - Portfolio Director and Portfolio Director 2 Contracts
 
  - 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 Plus will have the same Account Value (called Accumulation
Value in the other contracts) as the other contracts.
 
 50
<PAGE>   139
- --------------------------------------------------------------------------------
 
COMPARISON OF PORTFOLIO DIRECTOR AND
PORTFOLIO DIRECTOR 2 CONTRACTS TO PORTFOLIO
DIRECTOR PLUS CONTRACTS
 
Portfolio Director, Portfolio Director 2 and Portfolio Director Plus contain the
same provisions except as to the level of fees and as to available Variable
Account Options and certain separate Account Expense Reimbursements. Portfolio
Director, Portfolio Director 2 and Portfolio Director Plus are available to
qualified contracts and certain non-qualified contracts. Portfolio Director 2 is
not available to non-qualified contracts issued to individuals.
 
COMPARISON OF OTHER CONTRACTS
 
You should carefully compare the features, charges and restrictions of the other
contracts to those of Portfolio Director Plus. A more detailed comparison of the
features, charges, and restrictions between each above listed other contract and
Portfolio Director Plus 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 PLUS
 
In deciding whether you want to exercise these exchange privileges, you should
consider the following factors of Portfolio Director Plus.
 
  - Portfolio Director Plus has more investment options to select from.
 
  - Portfolio Director Plus has 16 publicly available mutual funds as investment
    options.
 
  - The Portfolio Director Plus 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 Plus has an Interest Guaranteed Death Benefit.
 
  - Portfolio Director Plus's Fund fees and charges are different than the other
    contracts and in some cases may be higher.
 
  - Different series of Portfolio Director Plus may charge fees higher or lower
    than other series of Portfolio Director Plus.
 
  - Portfolio Director Plus'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,
Portfolio Director Contracts and Portfolio Director 2 Contracts for the
equivalent units of interest in Portfolio Director Plus.
 
Agents and managers of VALIC who enter into the voluntary exchange will not
incur under Portfolio Director Plus any surrender charges or account maintenance
fees. Other individuals who may exchange to Portfolio Director Plus from SA-1,
Independence Plus, Portfolio Director or Portfolio Director 2 Contracts may have
surrender charges and account maintenance fees imposed under Portfolio Director
Plus. All other provisions with regard to exchange offers referenced in the
section entitled "Exchange Offers" will apply to the Agents' and Managers'
Retirement Plan Exchange Offer.
 
Pursuant to this voluntary exchange offer, participants in the Plan will have
three options to choose from. As to the funding vehicle for their purchase
payment plan, the participant may choose to:
 
  - Remain in the SA-1 Contract, Independence Plus Contract, Portfolio Director
    Contract or Portfolio Director 2 Contract.
 
  - Leave current assets in the SA-1 Contract, Independence Plus Contract,
    Portfolio Director Contract or Portfolio Director 2 Contract and direct
    future Purchase Payments to Portfolio Director Plus; or
 
  - Transfer all current assets and future Purchase Payments to Portfolio
    Director Plus.
 
If the participant chooses to remain in either the SA-1 Contract, Independence
Plus Contract or Portfolio Director Contract or Portfolio Director 2 Contract,
future Purchase Payments and current assets will be controlled by the provisions
of the SA-1 Contract, Independence Plus Contract, Portfolio Director Contract,
or Portfolio Director 2 Contract, respectively. If the participant chooses to
leave current assets in the SA-1 Contract, the Independence Plus Contract,
Portfolio Director Contract, Portfolio Director 2 Contract and direct future
Purchase Payments to Portfolio Director Plus, the current assets will be
controlled by the provisions of the SA-1 Contract, the Independence Plus
Contract Portfolio Director Contract or Portfolio Director 2 Contract,
respectively. The future Purchase Payments will be controlled by the terms of
Portfolio Director Plus subject to the
 
                                                                              51
<PAGE>   140
- --------------------------------------------------------------------------------
 
exception that surrender charges and account maintenance fees will not be
imposed under Portfolio Director Plus. If the participant chooses to transfer
all current assets and future Purchase Payments to Portfolio Director Plus, such
current assets and future Purchase Payments will be controlled by the provisions
of Portfolio Director Plus subject to the exception that surrender charges and
account maintenance fees will not be imposed under Portfolio Director Plus.
 
Once a participant transfers assets and future Purchase Payments to Portfolio
Director Plus the participant will not be permitted to exchange back to the SA-1
Contract, Independence Plus Contract, Portfolio Director Contract or Portfolio
Director 2 Contract. If a participant chooses to transfer future Purchase
Payments but not current assets to Portfolio Director Plus, the participant will
be allowed at a later date to transfer the current assets to Portfolio Director
Plus. For a complete analysis of the differences between the SA-1 contract, the
Independence Plus Contract or Portfolio Director Contract, Portfolio Director 2
Contract and Portfolio Director Plus, you should refer to the Statement of
Additional Information and the form of the contract or certificate for its terms
and conditions.
 
 52
<PAGE>   141
 
DEATH BENEFITS
- --------------------------------------------------------------------------------
 
Portfolio Director Plus 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 Plus 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 Plus.
 
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 Plus 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 Plus. Investment returns
on Variable Account Options
will be positive or negative
depending on the investment
performance of the
underlying mutual fund.
 
                                                                              53
<PAGE>   142
 
- --------------------------------------------------------------------------------
 
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 Plus 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.
 
 54
<PAGE>   143
 
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 Plus was first available to you. We may therefore,
advertise investment performance since the inception of the underlying Funds. In
each case, we will use the charges and fees imposed by Portfolio Director Plus
in calculating the Division's investment performance.
 
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
 
The Standard Average Annual Total Return figures are based on the average
percentage change in the value of an investment in a corresponding Division for
a different series of Portfolio Director Plus from the beginning to the end of
the historical periods shown and have been restated to take into account the
fees and charges under this series of Portfolio Director Plus. 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 Plus 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. The
Securities and Exchange Commission staff takes the position that performance
information of an underlying trend reduced by account fees for a period prior to
the inception of the corresponding Division is nonstandard performance
information regardless of whether all account fees and charges are deducted.
 
CUMULATIVE TOTAL RETURN
 
Cumulative Total Return assumes the investment in Portfolio Director Plus 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 Plus. 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 Plus.
 
For more information on how
TOTAL RETURN PERFORMANCE
INFORMATION is calculated,
see the Statement of
Additional Information.
 
                                                                              55
<PAGE>   144
 
- --------------------------------------------------------------------------------
 
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 Plus 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 AND AMERICAN GENERAL MONEY MARKET DIVISIONS
 
We may advertise the AGSPC Money Market and American General Money Market
Divisions' Current Yield and Effective Yield.
 
The Current Yield refers to the income produced by an investment in the AGSPC
Money Market or American General Money Market Divisions 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. For the
AGSPC Money Market Division the 7-day Current Yield for the last 7 days ended
March 31, 1998 was 4.27%.
 
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. For the AGSPC Money Market Division the 7-day Effective Yield for the
last 7 days ended March 31, 1998 was 4.36%.
 
DIVISIONS OTHER THAN THE AGSPC MONEY MARKET AND AMERICAN GENERAL MONEY MARKET
DIVISIONS
 
We may advertise the standardized yield performance for each Division other than
the AGSPC Money Market and American General Money Market Divisions. 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 six tables below.
 
The information presented does not reflect the advantage under Portfolio
Director Plus 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 0.55% 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.
 
 56
<PAGE>   145
 
                                                                         TABLE I
 
                          AVERAGE ANNUAL TOTAL RETURN
           WITH SURRENDER CHARGE AND ACCOUNT MAINTENANCE FEE IMPOSED*
          (FROM SEPARATE ACCOUNT DIVISION INCEPTION TO MARCH 31, 1998)
 
   
<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 Asset Allocation (Division 5)(2)..........  09/06/83          --       10.35%      12.21%     18.33%     25.28%
AGSPC Capital Conservation (Division 7).........  01/16/86          --        6.71        4.51       6.38       5.57
AGSPC Government Securities (Division 8)........  01/16/86          --        6.75        4.20       5.83       5.54
AGSPC Growth (Division 15)......................  04/29/94       24.78%         --          --      28.25      41.81
AGSPC Growth & Income (Division 16).............  04/29/94       20.03          --          --      23.75      30.87
AGSPC International Equities (Division 11)......  10/02/89        4.22          --       10.05       8.52      12.61
AGSPC International Government Bond (Division
  13)...........................................  10/01/91        6.51          --        4.20      (0.90)     (3.81)
AGSPC MidCap Index (Division 4)***..............  10/01/91       17.55          --       17.48      25.80      42.20
AGSPC Money Market (Division 6).................  01/16/86          --        4.55        2.79       2.76      (0.35)
AGSPC Science & Technology (Division 17)........  04/29/94       27.24          --          --      22.85      29.12
AGSPC Small Cap Index (Division 14).............  05/01/02       15.86          --       15.28      22.01      35.35
AGSPC Social Awareness (Division 12)............  10/02/89       15.57          --       20.07      31.23      41.14
AGSPC Stock Index (Division 10).................  04/20/87          --       17.02       20.42      30.40      41.30
American Century -- Twentieth Century Ultra
  (Division 31).................................  07/01/96       22.04          --          --         --      39.58
Dreyfus Variable Investment Fund
  Dreyfus Small Cap Portfolio (Division 18).....  07/11/94       19.06          --          --      20.12      32.18
Founders Growth (Division 30)...................  07/01/96       21.72          --          --         --      36.63
Neuberger&Berman Guardian Trust (Division 29)...  07/01/96       22.97          --          --         --      27.22
Putnam Global Growth (Division 28)..............  07/01/96       17.01          --          --         --      22.96
Putnam New Opportunities (Division 26)..........  07/01/96       14.84          --          --         --      47.45
Putnam OTC & Emerging Growth (Division 27)......  07/01/96        4.55          --          --         --      45.81
Scudder Growth and Income (Division 21)(1)......  07/01/96       29.43          --          --         --      36.45
Templeton Foreign -- Class 1 (Division 32)......  07/01/96       11.38          --          --         --       8.14
Templeton Variable Products Series Fund
  Templeton Asset Allocation -- Class 1
     (Division 19)..............................  07/11/94       16.39          --          --      19.77      17.96
  Templeton International -- Class 1 (Division
     20)........................................  07/11/94       16.89          --          --      21.77      21.11
Vanguard Fixed Income Securities Fund --
  Long-Term Corporate Portfolio (Division
  22)**.........................................  07/01/96        7.81          --          --         --      11.49
Vanguard Fixed Income Securities Fund --
  Long-Term U.S. Treasury Portfolio (Division
  23)**.........................................  07/01/96        7.92          --          --         --      12.58
Vanguard/Wellington (Division 25)...............  07/01/96       20.86          --          --         --      25.68
Vanguard/Windsor II (Division 24)...............  07/01/96       30.82          --          --         --      40.24
</TABLE>
    
 
- ---------------
 
  * The Standard Average Annual Total Return figures are based on the average
    percentage change in the value of an investment in a corresponding Division
    for a different series of Portfolio Director Plus from the beginning to the
    end of the historical periods shown and have been restated to take into
    account the fees and charges under this series of Portfolio Director Plus.
 
 ** 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.
 
*** On 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. The performance figures for the AGSPC MidCap Index
    Division reflect the performance of the MidCap Index Fund since October 1,
    1991.
 
(1) The Fund adopted its current name and objective on November 13, 1984. Its
    predecessor commenced operations on May 31, 1929.
 
(2) The AGSPC Asset Allocation Fund was formerly known as the Timed Opportunity
    Fund.
 
                                                                              57
<PAGE>   146
 
                                                                        TABLE II
 
                          AVERAGE ANNUAL TOTAL RETURN
           WITH SURRENDER CHARGE AND ACCOUNT MAINTENANCE FEE IMPOSED*
               (FROM UNDERLYING FUND INCEPTION TO MARCH 31, 1998)
 
   
<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            --       21.32%      19.65%      26.48%      39.58%
Dreyfus Variable Investment Fund
  Dreyfus Small Cap Portfolio (Division 18)............  08/31/90         42.63%         --       23.90       20.12       32.18
Founders Growth (Division 30)..........................  01/05/62            --       18.45       21.28       28.81       36.63
Neuberger&Berman Guardian Trust (Division 29)..........  08/03/93         17.59          --          --       21.62       27.22
Putnam Global Growth (Division 28).....................  09/01/67            --       11.39       14.72       18.99       22.96
Putnam New Opportunities (Division 26).................  08/31/90         28.87          --       24.32       25.56       47.45
Putnam OTC & Emerging Growth (Division 27).............  11/01/82            --       17.05       21.29       21.69       45.81
Scudder Growth and Income (Division 21)(1).............  11/13/84            --       16.56       19.66       27.97       36.45
Templeton Foreign -- Class 1 (Division 32).............  10/05/82            --       12.49       12.85       13.21        8.14
Templeton Variable Products Series Fund
  Templeton Asset Allocation -- Class 1 (Division
     19)...............................................  08/24/88         12.23          --       14.90       19.77       17.96
  Templeton International -- Class 1 (Division 20).....  05/01/92         15.90          --       18.74       21.77       21.11
Vanguard Fixed Income Securities Fund -- Long-Term
  Corporate Portfolio (Division 22)**..................  07/09/73            --        9.27        6.38        8.60       11.49
Vanguard Fixed Income Securities Fund -- Long-Term U.S.
  Treasury Portfolio (Division 23)**...................  05/19/86            --        9.02        6.52        8.87       12.58
Vanguard/Wellington (Division 25)......................  07/01/29            --       13.49       15.22       21.15       25.68
Vanguard/Windsor II (Division 24)......................  06/24/85            --       17.20       20.19       30.29       40.24
</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 for the above Funds 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) The Fund adopted its current name and objective on November 13, 1984. Its
    predecessor commenced operations on May 31, 1929.
 
 58
<PAGE>   147
 
                                                                       TABLE III
                          AVERAGE ANNUAL TOTAL RETURN
          WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED*
          (FROM SEPARATE ACCOUNT DIVISION INCEPTION TO MARCH 31, 1998)
 
   
<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 Asset Allocation (Division 5)........................  09/06/83         --      10.41%     12.89%    19.58%   30.35%
AGSPC Capital Conservation (Division 7)....................  01/16/86         --       6.77       5.40      7.89    10.61
AGSPC Government Securities (Division 8)...................  01/16/86         --       6.81       5.09      7.36    10.57
AGSPC Growth (Division 15).................................  04/29/94      25.51%        --         --     29.33    46.89
AGSPC Growth & Income (Division 16)........................  04/29/94      20.84         --         --     24.90    35.94
AGSPC International Equities (Division 11).................  10/02/89       4.28         --      10.78      9.98    17.68
AGSPC International Government Bond (Division 13)..........  10/01/91       6.57         --       5.10      0.69     0.78
AGSPC MidCap Index (Division 4)***.........................  10/01/91      17.62         --      18.07     26.92    47.29
AGSPC Money Market (Division 6)............................  01/16/86         --       4.61       3.73      4.37     4.40
AGSPC Science & Technology (Division 17)...................  04/29/94      27.94         --         --     24.02    34.20
AGSPC Small Cap Index (Division 14)........................  05/01/92      15.92         --      15.90     23.19    40.43
AGSPC Social Awareness (Division 12).......................  10/02/89      15.64         --      20.62     32.26    46.22
AGSPC Stock Index (Division 10)............................  04/20/87         --      17.09      20.96     31.44    46.38
American Century -- Twentieth Century Ultra (Division
  31)......................................................  07/01/96      24.55         --         --        --    44.66
Dreyfus Variable Investment Fund
  Dreyfus Small Cap Portfolio (Division 18)................  07/11/94      19.95         --         --     21.33    37.26
Founders Growth (Division 30)..............................  07/01/96      24.24         --         --        --    41.70
Neuberger&Berman Guardian Trust (Division 29)..............  07/01/96      25.47         --         --        --    32.30
Putnam Global Growth (Division 28).........................  07/01/96      19.59         --         --        --    28.03
Putnam New Opportunities (Division 26).....................  07/01/96      17.46         --         --        --    52.54
Putnam OTC & Emerging Growth (Division 27).................  07/01/96       7.34         --         --        --    50.90
Scudder Growth and Income (Division 21)....................  07/01/96      31.84         --         --        --    41.53
Templeton Foreign -- Class 1(Division 32)..................  07/01/96      14.06         --         --        --    13.21
Templeton Variable Products Series Fund
  Templeton Asset Allocation -- Class 1 (Division 19)......  07/11/94      17.33         --         --     20.99    23.03
  Templeton International -- Class 1 (Division 20).........  07/11/94      17.82         --         --     22.96    26.18
Vanguard Fixed Income Securities Fund-- Long-Term Corporate
  Portfolio (Division 22)**................................  07/01/96      10.54         --         --        --    16.56
Vanguard Fixed Income Securities Fund-- Long-Term U.S.
  Treasury Portfolio (Division 23)**.......................  07/01/96      10.66         --         --        --    17.65
Vanguard/Wellington (Division 25)..........................  07/01/96      23.39         --         --        --    30.75
Vanguard/Windsor II (Division 24)..........................  07/01/96      33.21         --         --        --    45.32
</TABLE>
    
 
- ---------------
 
  * The Average Annual Total Return figures are based on the average percentage
    change in the value of an investment in a corresponding Division for a
    different series of Portfolio Director Plus from the beginning to the end of
    the historical periods shown and have been restated to take into account the
    fees and charges under this series of Portfolio Director Plus other than the
    surrender charge and account maintenance fee.
 
 ** 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.
 
*** On 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. The performance figures for the AGSPC MidCap Index
    Division reflect the performance of the MidCap Index Fund since October 1,
    1991.
 
                                                                              59
<PAGE>   148
 
                                                                        TABLE IV
 
                          AVERAGE ANNUAL TOTAL RETURN
   
          WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED*
    
               (FROM UNDERLYING FUND INCEPTION TO MARCH 31, 1998)
 
   
<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         --      21.39%     20.20%    27.59%   44.66%
Dreyfus Variable Investment Fund
  Dreyfus Small Cap Portfolio (Division 18).................  08/31/90      42.71%        --      24.39     21.33    37.26
Founders Growth (Division 30)...............................  01/05/62         --      18.52      21.81     29.88    41.70
Neuberger&Berman Guardian Trust (Division 29)(1)............  08/03/93      18.25         --         --     22.81    32.30
Putnam Global Growth (Division 28)..........................  09/01/67         --      11.45      15.36     20.22    28.03
Putnam New Opportunities (Division 26)......................  08/31/90      28.94         --      24.80     26.68    52.54
Putnam OTC & Emerging Growth (Division 27)..................  11/01/82         --      17.12      21.82     22.88    50.90
Scudder Growth and Income (Division 21)(2)..................  11/13/84         --      16.63      20.21     29.05    41.53
Templeton Foreign -- Class 1 (Division 32)..................  10/05/82         --      12.55      13.52     14.56    13.21
Templeton Variable Products Series Fund
  Templeton Asset Allocation -- Class 1 (Division 19).......  08/24/88      12.29         --      15.53     20.99    23.03
  Templeton International -- Class 1 (Division 20)..........  05/01/92      15.96         --      19.30     22.96    26.18
Vanguard Fixed Income Securities Fund --
  Long-Term Corporate Portfolio (Division 22)**.............  07/09/73         --       9.33       7.21     10.06    16.56
Vanguard Fixed Income Securities Fund --
  Long-Term U.S. Treasury Portfolio (Division 23)**.........  05/19/86         --       9.08       7.34     10.32    17.65
Vanguard/Wellington (Division 25)...........................  07/01/29         --      13.55      15.85     22.34    30.75
Vanguard/Windsor II (Division 24)...........................  06/24/85         --      17.27      20.73     31.34    45.32
</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 for the above Funds 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.
 
 60
<PAGE>   149
 
                                                                         TABLE V
                               CUMULATIVE RETURN
          WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED*
          (FROM SEPARATE ACCOUNT DIVISION INCEPTION TO MARCH 31, 1998)
 
   
<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 Asset Allocation (Division 5).........................  09/06/83         --      169.17%    83.38%    70.97%   30.35%
AGSPC Capital Conservation (Division 7).....................  01/16/86         --       92.44     30.05     25.59    10.61
AGSPC Government Securities (Division 8)....................  01/16/86         --       93.19     28.21     23.73    10.57
AGSPC Growth (Division 15)..................................  04/29/94     143.69%         --        --    116.33    46.94
AGSPC Growth & Income (Division 16).........................  04/29/94     116.04          --        --     94.83    35.94
AGSPC International Equities (Division 11)..................  10/02/89      42.76          --     66.85     33.01    17.68
AGSPC International Government Bond (Division 13)...........  10/01/91      51.21          --     28.22      2.07     0.78
AGSPC MidCap Index (Division 4)***..........................  10/01/91     187.13          --    129.46    104.43    47.29
AGSPC Money Market (Division 6).............................  01/16/86         --       56.95     20.10     13.69     4.40
AGSPC Science & Technology (Division 17)....................  04/29/94     162.68          --        --     90.75    34.20
AGSPC Small Cap Index (Division 14).........................  05/01/92     139.83          --    109.15     86.95    40.43
AGSPC Social Awareness (Division 12)........................  10/02/89     243.36          --    155.31    131.36    46.22
AGSPC Stock Index (Division 10).............................  04/20/87         --      384.23    158.91    127.10    46.38
American Century -- Twentieth Century Ultra (Division 31)...  07/01/96      46.84          --        --        --    44.66
Dreyfus Variable Investment Fund
  Dreyfus Small Cap Portfolio (Division 18).................  07/11/94      96.74          --        --     78.60    37.26
Founders Growth (Division 30)...............................  07/01/96      46.20          --        --        --    41.70
Neuberger&Berman Guardian Trust (Division 29)...............  07/01/96      48.75          --        --        --    32.30
Putnam Global Growth (Division 28)..........................  07/01/96      36.77          --        --        --    28.03
Putnam New Opportunities (Division 26)......................  07/01/96      32.53          --        --        --    52.54
Putnam OTC & Emerging Growth (Division 27)..................  07/01/96      13.20          --        --        --    50.90
Scudder Growth and Income (Division 21).....................  07/01/96      62.21          --        --        --    41.53
Templeton Foreign -- Class 1 (Division 32)..................  07/01/96      25.88          --        --        --    13.21
Templeton Variable Products Series Fund
  Templeton Asset Allocation -- Class 1 (Division 19).......  07/11/94      81.24          --        --     77.10    23.03
  Templeton International -- Class 1 (Division 20)..........  07/11/94      84.08          --        --     85.89    26.18
Vanguard Fixed Income Securities Fund --
  Long-Term Corporate Portfolio (Division 22)**.............  07/01/96      19.17          --        --        --    16.56
Vanguard Fixed Income Securities Fund --
  Long-Term U.S. Treasury Portfolio (Division 23)**.........  07/01/96      19.39          --        --        --    17.65
Vanguard/Wellington (Division 25)...........................  07/01/96      44.45          --        --        --    30.75
Vanguard/Windsor II (Division 24)...........................  07/01/96      65.18          --        --        --    45.32
</TABLE>
    
 
- ---------------
 
  * The Cumulative Return figures are based on the percentage changes in the
    value of an investment in a corresponding Division for a different series of
    Portfolio Director Plus from the beginning to the end of the historical
    periods shown and have been restated to take into account the fees and
    charges under this series of Portfolio Director Plus other than the
    surrender charge and account maintenance fee.
 
 ** 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.
 
*** On 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. The performance figures for the AGSPC MidCap Index
    Division reflect the performance of the MidCap Index Fund since October 1,
    1991.
 
                                                                              61
<PAGE>   150
 
                                                                        TABLE VI
                               CUMULATIVE RETURN
          WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED*
               (FROM UNDERLYING FUND INCEPTION TO MARCH 31, 1998)
 
   
<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          --     594.84%   150.96%   107.70%   44.66%
Dreyfus Variable Investment Fund
  Dreyfus Small Cap Portfolio (Division 18).................  08/31/90    1,381.42%        --    197.81     78.60    37.26
Founders Growth (Division 30)...............................  01/05/62          --     446.83    168.16    119.08    41.70
Neuberger&Berman Guardian Trust (Division 29)(1)............  08/03/93      118.39         --        --     85.22    32.30
Putnam Global Growth (Division 28)..........................  09/01/67          --     195.61    104.30     73.75    28.03
Putnam New Opportunities (Division 26)......................  08/31/90      586.71         --    202.75    103.31    52.54
Putnam OTC & Emerging Growth (Division 27)..................  11/01/82          --     385.52    168.27     85.52    50.90
Scudder Growth and Income (Division 21)(2)..................  11/13/84          --     365.66    151.05    114.91    41.53
Templeton Foreign -- Class 1 (Division 32)..................  10/05/82          --     226.30     88.56     50.36    13.21
Templeton Variable Products Series Fund
  Templeton Asset Allocation -- Class 1 (Division 19).......  08/24/88      206.89         --    105.80     77.10    23.03
  Templeton International -- Class 1 (Division 20)..........  05/01/92      140.32         --    141.68     85.89    26.18
Vanguard Fixed Income Securities Fund --
  Long-Term Corporate Portfolio (Division 22)**.............  07/09/73          --     144.11     41.63     33.31    16.56
Vanguard Fixed Income Securities Fund --
  Long-Term U.S. Treasury Portfolio (Division 23)**.........  05/19/86          --     138.56     42.53     34.27    17.65
Vanguard/Wellington (Division 25)...........................  07/01/29          --     256.30    108.54     83.12    30.75
Vanguard/Windsor II (Division 24)...........................  06/24/85          --     391.74    156.50    126.55    45.32
</TABLE>
    
 
- ---------------
 
 *  The table reflects the historical performance of each Fund based on
    investment in a hypothetical Contract form 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 for the above Funds 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.
 
 62
<PAGE>   151
 
OTHER CONTRACT FEATURES
- --------------------------------------------------------------------------------
 
CHANGES THAT MAY NOT BE MADE
 
The following terms in Portfolio Director Plus 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 Plus 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.
 
                                                                              63
<PAGE>   152
 
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
Plus 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 Plus
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.
 
 64
<PAGE>   153
 
FEDERAL TAX MATTERS
- --------------------------------------------------------------------------------
 
Portfolio Director Plus 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 Plus 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 Plus 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 Plus is also available through "Non-Qualified
Contracts." Such Non-Qualified Contracts generally include unfunded,
nonqualified deferred compensation plans of corporate employers as well as
individual annuity contracts issued to individuals outside of the context of any
formal employer or employee retirement plan or arrangement. Non-Qualified
Contracts generally may invest only in mutual funds which are not available to
the general public outside of annuity contracts or life insurance contracts.
 
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 Plus 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.
 
Transfers among investment options within a variable annuity contract generally
are not taxed at the time of such a transfer. However, in 1986 the Internal
Revenue Service (IRS) indicated that limitations might be imposed with respect
to either the number of investment options available within a contract, or the
frequency of transfers between investment options, or both, in order for the
contract to be treated as an annuity contract for federal income tax purposes.
If imposed, such limitations could be applied to qualified contracts as well as
nonqualified contracts, and VALIC can provide no assurance that such limitations
would not be imposed on a retroactive basis to contracts issued under this
prospectus. However, VALIC has no present indications that the IRS intends to
impose such limitations, or what the terms or scope of those limitations might
be.
 
Distributions are taxed differently depending on the program through which
Portfolio Director Plus 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
 
                                                                              65
<PAGE>   154
 
- --------------------------------------------------------------------------------
 
may be subject to state income tax withholding requirements.
 
It is the opinion of VALIC and its tax counsel that a Qualified Contract
described in Section 403(a), 403(b), or 408(b) of the Code does not lose its
deferred tax treatment if purchase payments under the contract are invested in
publicly available mutual funds. In a ruling published in 1981, the Internal
Revenue Service ("IRS") had taken the position that, where purchase payments
under a variable annuity contract are invested in publicly available mutual
funds, the contract owner should be treated as the owner of the mutual fund
shares, and deferred tax treatment under the contract should not be available.
In the opinion of VALIC and its tax counsel, the 1981 ruling has been superseded
by subsequent legislation (Code Section 817(h)) which specifically exempts these
Qualified Contracts, and the IRS has no viable legal basis or reason to apply
the theory of the 1981 ruling to these Qualified Contracts under current law.
Although Valic can provide no assurance that the IRS will not 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 if
such a challenge were made.
 
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
how ownership of the Mutual Fund shares might be imputed for federal income tax
purposes.
 
Investment earnings on contributions to Non-Qualified Contracts which are not
owned by natural persons 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 Plus 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 (0.55% - 1.05% during the purchase period and 0.75% - 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
 
 66
<PAGE>   155
 
- --------------------------------------------------------------------------------
 
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-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.
 
                                                                              67
<PAGE>   156
 
YEAR 2000
- --------------------------------------------------------------------------------
 
YEAR 2000 RISKS
 
VALIC is in the process of modifying its systems to achieve Year 2000 readiness.
This endeavor is directed and managed by VALIC and monitored by the parent
company, American General Corporation. VALIC has developed clearly defined and
documented plans that have been implemented to minimize the risk of significant
negative impact on its operations.
 
These plans include the following activities: (1) perform an inventory of
VALIC's information technology and non-information technology systems; (2)
assess which items in the inventory may expose VALIC to business interruptions
due to Year 2000 issues; (3) test systems for Year 2000 readiness; (4) reprogram
or replace systems that are not Year 2000 ready; and (5) return the systems to
operation. VALIC expects to complete the forgoing activities for all critical
business systems relevant to VALIC Separate Account A by December 1998.
 
In addition, VALIC has business relationships with various third parties, each
of which must also be Year 2000 ready. Therefore, VALIC's plans also include
assessing and attempting to mitigate the risks associated with the potential
failure of third parties to achieve Year 2000 readiness. Due to the various
stages of the third parties' Year 2000 readiness, VALIC's efforts in this regard
will extend through 1999.
 
Through June 30, 1998 VALIC has incurred and expensed $13 million (pretax)
related to Year 2000 readiness, including $6.5 million incurred during the first
six months of 1998. VALIC currently anticipates that it will incur future costs
of $3 million (pretax) for additional internal staff, third party vendors, and
other expenses to achieve Year 2000 readiness.
 
Due to the magnitude and complexity of this project, risks and uncertainties
exist. If conversion of VALIC's systems is not completed on a timely basis (due
to non-performance by significant third-party vendors or other unforeseen
circumstances), or if significant third parties fail to achieve Year 2000
readiness on a timely basis, the Year 2000 issue could have a material adverse
impact on the operations of VALIC and VALIC Separate Account A.
 
 68
<PAGE>   157
 
                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>   158
 
                      (This page intentionally left blank)
<PAGE>   159
 
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
Plus).
 
                             (Please Print or Type)
 
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                       <C>
 
   Name:                                                  G.A. #
   Address:                                               Policy #
   Social Security Number:
- -------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>   160
 
                      (This page intentionally left blank)
<PAGE>   161
 
                CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
 
<TABLE>
<CAPTION>
                                                      PAGE
                                                      ----
<S>                                                   <C>
General Information.................................    4
    Marketing Information...........................    4
    Endorsements and Published Ratings..............    8
Types of Variable Annuity Contracts.................    9
Federal Tax Matters.................................    9
    Tax Consequences of Purchase Payments...........    9
    Tax Consequences of Distributions...............   11
    Special Tax Consequences -- Early
      Distribution..................................   12
    Special Tax Consequences -- Required
      Distributions.................................   13
    Tax Free Rollovers, Transfers and Exchanges.....   14
Exchange Privilege..................................   14
    Exchanges From Portfolio Director...............   14
    Exchanges From Portfolio Director 2.............   15
    Exchanges From Independence Plus Contracts......   16
    Exchanges From V-Plan Contracts.................   17
    Exchanges From SA-1 and SA-2 Contracts..........   18
    Exchanges From Impact Contracts.................   19
    Exchanges From Compounder Contracts.............   20
    Information Which May Be Applicable To Any
      Exchange......................................   20
Calculation of Surrender Charge.....................   22
    Illustration of Surrender Charge on Total
      Surrender.....................................   22
    Illustration of Surrender Charge on a 10%
      Partial Surrender Followed by a Full
      Surrender.....................................   22
Purchase Unit Value.................................   23
    Illustration of Calculation of Purchase Unit
      Value.........................................   23
    Illustration of Purchase of Purchase Units......   23
Performance Calculations............................   23
    AGSPC Money Market and American General Money
      Market Divisions Yields.......................   23
    Calculation of Current Yield for AGSPC Money
      Market Division Six...........................   23
    Illustration of Calculation of Current Yield for
      AGSPC Money Market Division Six...............   24
    Calculation of Effective Yield for AGSPC Money
      Market Division Six...........................   24
    Illustration of Calculation of Effective Yield
      for AGSPC Money Market Division Six...........   24
Standardized Yield for Bond Fund Divisions..........   24
    Calculation of Standardized Yield for Bond Fund
      Divisions.....................................   24
    Illustration of Calculation of Standardized
      Yield for Bond Fund Divisions.................   24
    Calculation of Average Annual Total Return......   25
Performance Information.............................   26
    Hypothetical $10,000 Account Value and
      Cumulative Return as Compared to Benchmark
      Tables........................................   26
    Performance Compared to Market Indices..........   26
    AGSPC Asset Allocation Division Five............   30
    AGSPC Capital Conservation Division Seven.......   31
    AGSPC Government Securities Division Eight......   32
    AGSPC Growth Division Fifteen...................   33
    AGSPC Growth & Income Division Sixteen..........   33
    AGSPC International Equities Division Eleven....   34
    AGSPC International Government Bond Division
      Thirteen......................................   34
    AGSPC MidCap Index Division Four................   35
    AGSPC Money Market Division Six.................   36
    AGSPC Science & Technology Division Seventeen...   36
    AGSPC Small Cap Index Division Fourteen.........   37
    AGSPC Social Awareness Division Twelve..........   37
    AGSPC Stock Index Division Ten..................   38
    American Century -- Twentieth Century Ultra
      Division Thirty-One...........................   39
</TABLE>
 
   
<TABLE>
<CAPTION>
                                                      PAGE
                                                      ----
<S>                                                   <C>
    American General Balanced Division Forty-Two....   40
    American General Conservative Growth Lifestyle
      Division Fifty................................   40
    American General Core Bond Division
      Fifty-Eight...................................   40
    American General Domestic Bond Division
      Forty-Three...................................   40
    American General Growth Lifestyle Division
      Forty-Eight...................................   40
    American General High Yield Bond Division
      Sixty.........................................   40
    American General International Growth Division
      Thirty-Three..................................   40
    American General International Value Division
      Thirty-Four...................................   40
    American General Large Cap Growth Division
      Thirty-Nine...................................   40
    American General Large Cap Value Division
      Forty.........................................   40
    American General Mid Cap Growth Division Thirty-
      Seven.........................................   41
    American General Mid Cap Value Division Thirty-
      Eight.........................................   41
    American General Moderate Growth Lifestyle
      Division Forty-Nine...........................   41
    American General Money Market Division
      Forty-Four....................................   41
    American General Small Cap Growth Division
      Thirty-Five...................................   41
    American General Small Cap Value Division
      Thirty-Six....................................   41
    American General Socially Responsible Division
      Forty-One.....................................   41
    American General Strategic Bond Division
      Fifty-Nine....................................   41
    Dreyfus Small Cap Division Eighteen.............   42
    Founders Growth Division Thirty.................   43
    Neuberger&Berman Guardian Trust Division
      Twenty-Nine...................................   44
    Putnam Global Growth Division Twenty-Eight......   45
    Putnam New Opportunities Division Twenty-Six....   46
    Putnam OTC & Emerging Growth Division
      Twenty-Seven..................................   47
    Scudder Growth and Income Division Twenty-One...   47
    T. Rowe Price Small-Cap Stock Division
      Fifty-One.....................................   48
    Templeton Asset Allocation Division Nineteen....   48
    Templeton Foreign Division Thirty-Two...........   49
    Templeton International Division Twenty.........   50
    Vanguard LifeStrategy Conservative Growth
      Portfolio Division Fifty-Four.................   51
    Vanguard Fixed Income Securities
      Fund -- Long-Term Corporate Portfolio Division
      Twenty-Two....................................   52
    Vanguard Fixed Income Securities
      Fund -- Long-Term U.S. Treasury Portfolio
      Division Twenty-Three.........................   53
    Vanguard LifeStrategy Growth Portfolio Division
      Fifty-Two.....................................   54
    Vanguard LifeStrategy Moderate Growth Portfolio
      Division Fifty-Three..........................   54
    Vanguard/Wellington Division Twenty-Five........   55
    Vanguard/Windsor II Division Twenty-Four........   55
Payout Payments.....................................   56
    Assumed Investment Rate.........................   56
    Amount of Payout Payments.......................   56
    Payout Unit Value...............................   56
    Illustration of Calculation of Payout Unit
      Value.........................................   57
    Illustration of Payout Payments.................   57
Distribution of Variable Annuity Contracts..........   58
Experts.............................................   58
Comments on Financial Statements....................   59
</TABLE>
    
<PAGE>   162
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                 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
2450 Venture Oaks Way
Suite 220
Sacramento, CA 95833
(916) 646-3004
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
110 University Park Dr.
Suite 110
Winter park, FL 32792
(407) 679-1090
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>   163
 
                                  [VALIC LOGO]
 
                                 PRINTED MATTER
                    PRINTED IN U.S.A.  VA 10855-20  REV 9/98
         (C)The Variable Annuity Life Insurance Company, Houston, Texas
 
                                           Recycled Paper  [RECYCLED PAPER LOGO]
<PAGE>   164
 
   
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
    
UNITS OF INTEREST UNDER GROUP AND INDIVIDUAL
VARIABLE ANNUITY CONTRACTS
PORTFOLIO DIRECTOR--Registered Trademark-- PLUS
SEPARATE ACCOUNT A
FOR SERIES 1.40 TO 12.40                                      September 22, 1998
 
PROSPECTUS
 
Certain Series of Portfolio Director Plus consists 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 Plus 1.40 to 12.40 consists of group
variable annuity contracts that are offered by VALIC to Participants in certain
employer retirement plans. Portfolio Director Plus 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, as well as for certain after-tax arrangements that are not part of an
employer's plan. Portfolio Director Plus is composed of the following contract
forms: UIT-194, UITG-194, UITN-194, UIT-IRA-194 and UIT-SEP-194.
 
Portfolio Director Plus permits you to invest in and receive retirement benefits
in up to 2 Fixed Account Options and/or an array of up to 30 of the 50 Variable
Account Options described in this prospectus. If your contract is part of your
employer's retirement program, that program will describe which Variable Account
Options are available to you. If your contract is a tax-deferred nonqualified
annuity that is not a part of your employer's retirement plan, those Variable
Account Options that are invested in Mutual Funds available to the public
outside of annuity contracts, life insurance contracts or certain employer-
sponsored retirement plans, will not be available within your contract.
 
- --------------------------------------------------------------------------------
 
VALIC is a member of the Insurance Marketplace Standards Association (IMSA).
IMSA is a voluntary membership organization created by the life insurance
industry to promote ethical market conduct for individual life insurance and
annuity products. VALIC's membership in IMSA applies to VALIC only and not to
its products or affiliates.
 
This prospectus provides you with information you should know before investing
in Portfolio Director Plus. This prospectus is accompanied by the current
prospectuses for the mutual fund options described in this prospectus. Please
read and retain each of these prospectuses for future reference.
 
A Statement of Additional Information, dated September 22, 1998, has been filed
with the Securities and Exchange Commission. This Statement of Additional
Information contains additional information about Portfolio Director Plus 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>   165
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                     PAGE
                                                     ----
<S>                                                  <C>
ABOUT THE PROSPECTUS...............................     1
PROFILE OF PORTFOLIO DIRECTOR PLUS.................     2
FEE TABLE..........................................     6
SELECTED PURCHASE UNIT DATA........................    12
ABOUT PORTFOLIO DIRECTOR PLUS......................    13
ABOUT VALIC........................................    13
ABOUT VALIC SEPARATE ACCOUNT A.....................    13
UNITS OF INTERESTS.................................    13
VARIABLE ACCOUNT OPTIONS...........................    14
    Summary of Funds...............................    14
 
PURCHASE PERIOD....................................    42
    Purchase Payments..............................    42
    Purchase Units.................................    42
    Calculation of Purchase Unit Value.............    42
    Choosing Investment Options....................    43
         Fixed Account Options.....................    43
         Variable Account Options..................    43
    Stopping Purchase Payments.....................    43
 
TRANSFERS BETWEEN INVESTMENT OPTIONS...............    44
    During the Purchase Period.....................    44
    During the Payout Period.......................    44
    Communicating Transfer or Reallocation
      Instructions.................................    44
    Effective Date of Transfer.....................    44
 
FEES AND CHARGES...................................    45
    Account Maintenance Fee........................    45
    Surrender Charge...............................    45
         Amount of Surrender Charge................    45
         10% Free Withdrawal.......................    45
         Exceptions to Surrender Charge............    45
    Premium Tax Charge.............................    46
    Separate Account Charges.......................    46
    Fund Annual Expense Charges....................    46
    Other Tax Charges..............................    46
    Reduction or Waiver of Account Maintenance Fee,
      Surrender, Mortality and Expense Risk Fee or
      Administration and Distribution Fee
      Charges......................................    47
    Separate Account Expense Reimbursement.........    47
 
PAYOUT PERIOD......................................    48
    Fixed Payout...................................    48
    Variable Payout................................    48
    Combination Fixed and Variable Payout..........    48
    Payout Date....................................    48
    Payout Options.................................    48
    Enhancements to Payout Options.................    49
    Payout Information.............................    49
 
SURRENDER OF ACCOUNT VALUE.........................    50
    When Surrenders are Allowed....................    50
    Amount That May Be Surrendered.................    50
    Surrender Restrictions.........................    50
    Partial Surrenders.............................    50
    Systematic Withdrawals.........................    50
    Distributions Required By Federal Tax Law......    51
</TABLE>
 
<TABLE>
<CAPTION>
                                                     PAGE
                                                     ----
<S>                                                  <C>
 
EXCHANGE PRIVILEGE.................................    52
    Restrictions on Exchange Privilege.............    52
    Taxes and Conversion Costs.....................    52
    Surrender Charges..............................    52
    Exchange Offers for Contracts Other Than
      Portfolio Director Plus......................    52
    Comparison of Portfolio Director and Portfolio
      Director 2 Contracts to Portfolio Director
      Plus Contracts...............................    53
    Comparison of Other Contracts..................    53
    Features of Portfolio Director Plus............    53
    Agents' and Managers' Retirement Plan Exchange
      Offer........................................    53
 
DEATH BENEFITS.....................................    55
    Beneficiary Information........................    55
    Special Information for Individual Non-Tax
      Qualified Contracts..........................    55
    During the Purchase Period.....................    55
         Interest Guaranteed Death Benefit.........    55
         Standard Death Benefit....................    56
    During the Payout Period.......................    56
 
HOW TO REVIEW INVESTMENT PERFORMANCE OF SEPARATE
  ACCOUNT DIVISIONS................................    57
    Types of Investment Performance Information
      Advertised...................................    57
      Total Return Performance Information.........    57
      Standard Average Annual Total Return.........    57
      Nonstandard Average Annual Total
      Return.......................................    57
      Cumulative Total Return......................    57
      Annual Change in Purchase Unit Value.........    57
      Cumulative Change in Purchase Unit Value.....    58
      Total Return Based on Different Investment
         Amounts...................................    58
      An Assumed Account Value of $10,000..........    58
    Yield Performance Information..................    58
      AGSPC Money Market and American General Money
      Market Divisions.............................    58
      Divisions Other Than The AGSPC Money Market
         and American General Money Market
         Divisions.................................    58
    Performance Information: Average Annual Total
      Return, Cumulative Return and Annual and
      Cumulative Change in Purchase Unit Value
      Tables.......................................    58
 
OTHER CONTRACT FEATURES............................    65
    Changes That May Not Be Made...................    65
    Change of Beneficiary..........................    65
    Contingent Owner...............................    65
    Cancellation -- The 20 Day "Free Look".........    65
    We Reserve Certain Rights......................    65
    Relationship to Employer's Plan................    65
 
VOTING RIGHTS......................................    66
    Who May Give Voting Instructions...............    66
    Determination of Fund Shares Attributable to
      Your Account.................................    66
      During Purchase Period.......................    66
      During Payout Period or after a Death Benefit
         Has Been Paid.............................    66
    How Fund Shares Are Voted......................    66
 
FEDERAL TAX MATTERS................................    67
    Type of Plans..................................    67
    Tax Consequences in General....................    67
    Effect of Tax-Deferred Accumulations...........    68
 
YEAR 2000..........................................    70
    Year 2000 Risks................................    70
</TABLE>
<PAGE>   166
 
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...................    44
Annuitant.......................    55
Assumed Investment Rate.........    48
Beneficiary.....................    55
Contract Owner..................    55
Divisions.......................    57
Fixed Account Options...........    55
Home Office.....................    44
Mutual Fund or Fund.............    13
Participant.....................    01
Participant Year................    45
Payout Period...................    44
Payout Unit.....................    48
Purchase Payments...............   42, 57
Purchase Period.................    44
Purchase Unit...................    43
VALIC Separate Account A........    66
Variable Account Options........   14, 55
</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
Plus, 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 Plus 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 Plus 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 Plus. This summary is called the "Profile of Portfolio
Director Plus." 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>   167
 
PROFILE OF PORTFOLIO DIRECTOR PLUS
- --------------------------------------------------------------------------------
 
Portfolio Director Plus is VALIC's combination fixed and variable annuity that
offers you a wide choice of investment options and flexibility. A summary of
Portfolio Director Plus's major features is presented below. For a more detailed
discussion of Portfolio Director Plus, please read the entire prospectus
carefully.
 
FIXED AND VARIABLE OPTIONS
 
Portfolio Director Plus offers a choice from among 50 Variable Account Options.
You will not be able to invest in all of the Variable Account Options described
below within a single group or individual annuity contract. If your contract is
a tax-deferred nonqualified annuity that is not part of your employer's
retirement plan, those Variable Account Options that are invested in Mutual
Funds available to the public outside of annuity contracts or life insurance
contracts will not be available within your contract. If your contract is part
of your employer's retirement program, that program will describe which Variable
Account Options are available to you. Portfolio Director Plus also offers two
Fixed Account Options.
 
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                 <C>                          <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                SUB-ADVISER
- ----------------------------------------------------------------------------------------------------------------------------------
INDEX               AGSPC International          Growth through investments tracking    VALIC                  N/A
EQUITY              Equities                     the EAFE Index
                    --------------------------------------------------------------------------------------------------------------
FUNDS
                    AGSPC MidCap                 Growth through investments             VALIC                  Bankers Trust
                    Index Fund                   tracking the S&P MidCap 400(R) Index                          Company
                    --------------------------------------------------------------------------------------------------------------
                    AGSPC Small Cap              Growth through investments tracking    VALIC                  Bankers Trust
                    Index Fund                   the Russell 2000(R) Index                                     Company
                    --------------------------------------------------------------------------------------------------------------
                    AGSPC Stock                  Growth through investments tracking    VALIC                  Bankers Trust
                    Index Fund                   the S&P 500(R) Index                                          Company
- ----------------------------------------------------------------------------------------------------------------------------------
ACTIVELY            AGSPC Growth                 Growth through investments             VALIC                  T. Rowe Price
MANAGED             Fund                         in service sector companies                                   Associates, Inc.
                    --------------------------------------------------------------------------------------------------------------
EQUITY              AGSPC Growth & Income        Growth and income through investments  VALIC                  Value Line, Inc.
FUNDS               Fund                         in stocks or securities convertible
                                                 into stocks
                    --------------------------------------------------------------------------------------------------------------
                    American Century --          Capital growth through                 American Century       N/A
                    Twentieth Century            investments in common                  Investment Management,
                    Ultra Fund                   stock                                  Inc.
                    --------------------------------------------------------------------------------------------------------------
                    American General             Long-term capital appreciation by      VALIC                  Jacobs Asset
                    International Growth         investing in equity securities of                             Management
                    Fund                         non-U.S. companies, the majority of
                                                 which are expected to be in developed
                                                 markets
                    --------------------------------------------------------------------------------------------------------------
                    American General             Growth of capital and future income    VALIC                  Capital Guardian
                    International Value          through investments in securities of                          Trust Company
                    Fund                         non-U.S. issuers and securities whose
                                                 principal markets are outside of the
                                                 United States
                    --------------------------------------------------------------------------------------------------------------
                    American General             Long-term growth through a broadly     VALIC                  Goldman Sachs Asset
                    Large Cap Growth Fund        diversified portfolio of equity                               Management
                                                 securities of large cap U.S. issuers
                    --------------------------------------------------------------------------------------------------------------
                    American General             Total returns exceeding over time the  VALIC                  State Street Bank &
                    Large Cap Value Fund         Russell 1000H Value Index through                             Trust Company/State
                                                 investments in equity securities                              Street Global
                                                                                                               Advisors
                    --------------------------------------------------------------------------------------------------------------
                    American General             Growth through investments in medium   VALIC                  Brown Capital
                    Mid Cap Growth Fund          capitalization equity securities                              Management Inc.
                    --------------------------------------------------------------------------------------------------------------
                    American General             Growth through investments in equity   VALIC                  Neuberger&Berman
                    Mid Cap Value Fund           securities of medium capitalization                           Management Inc.
                                                 companies
                    --------------------------------------------------------------------------------------------------------------
                    American General             Long-term growth through investments   VALIC                  JP Morgan
                    Small Cap Growth Fund        in equity securities of small                                 Investment
                                                 capitalization growth companies                               Management Inc.
                    --------------------------------------------------------------------------------------------------------------
                    American General             Maximum long-term return through       VALIC                  Fiduciary
                    Small Cap Value Fund         investments in small capitalization                           Management
                                                 companies                                                     Associates, Inc.
                                                                                                               and
                                                                                                               Bankers Trust Company
                    --------------------------------------------------------------------------------------------------------------
                    Dreyfus Small                Growth through investments in smaller  The Dreyfus            N/A
                    Cap Portfolio                companies                              Corporation
                    --------------------------------------------------------------------------------------------------------------
                    Founders                     Long-term growth of capital through    Founders               N/A
                    Growth                       investment in common stocks of well    Asset
                    Fund                         established, high-quality growth       Management LLC
                                                 companies
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
 
 2
<PAGE>   168
   
<TABLE>
<S>                 <C>                          <C>                                    <C>                    <C>
 
- ----------------------------------------------------------------------------------------------------------------------------------
                    VARIABLE ACCOUNT             INVESTMENT
                    OPTIONS                      STRATEGY                               ADVISER                SUB-ADVISER
- ----------------------------------------------------------------------------------------------------------------------------------
                    Neuberger&Berman             Capital appreciation, and secondarily  Neuberger&Berman       Neuberger&
                    Guardian Trust               current income by investing primarily  Management Inc.        Berman, LLC
                                                 in common stocks of long-established,
                                                 high quality companies
                    --------------------------------------------------------------------------------------------------------------
                    Putnam Global                Capital appreciation through a         Putnam Investment      N/A
                                                 globally
                    Growth Fund                  diversified portfolio of common        Management Inc.
                                                 stocks
                    --------------------------------------------------------------------------------------------------------------
                    Putnam New                   Long-term capital appreciation         Putnam Investment      N/A
                    Opportunities Fund           through investment in common stock     Management Inc.
                    --------------------------------------------------------------------------------------------------------------
                    Putnam OTC &                 Capital appreciation through           Putnam Investment      N/A
                    Emerging Growth              investments in common stocks of        Management Inc.
                    Fund                         small-to-medium companies
                    --------------------------------------------------------------------------------------------------------------
                    Scudder Growth               Long-term growth of capital, current   Scudder Kemper         N/A
                    and Income Fund              income and growth of income            Investments, Inc.
                    --------------------------------------------------------------------------------------------------------------
                    T. Rowe Price                Long-term capital growth through       T. Rowe Price          N/A
                    Small-Cap Stock Fund         investments in securities of small to  Associates, Inc.
                                                 medium-sized companies
                    --------------------------------------------------------------------------------------------------------------
                    Templeton                    Long-term capital growth through       Templeton Global       N/A
                                                 investments
                    Foreign                      in equity and debt securities of       Advisors Limited
                    Fund -- Class 1              companies and
                                                 governments outside the U.S.
                    --------------------------------------------------------------------------------------------------------------
                    Templeton                    Long-term capital growth through a     Templeton Investment   N/A
                    International                flexible policy of investing in        Counsel, Inc.
                    Fund -- Class 1*             stocks and debt obligations of
                                                 companies and governments outside the
                                                 U.S.
                    --------------------------------------------------------------------------------------------------------------
                    Vanguard/                    Growth and income through              Vanguard               N/A
                    Windsor II                   investment in common stock
- ----------------------------------------------------------------------------------------------------------------------------------
BALANCED            American General             Conservation of principal and          VALIC                  Capital Guardian
FUNDS               Balanced Fund                long-term growth of capital and                               Trust Company
                                                 income through investments in fixed
                                                 income and equity securities
                    --------------------------------------------------------------------------------------------------------------
                    Vanguard/                    Income and growth through 30 to 40%    Vanguard               N/A
                    Wellington                   investment in high quality corporate
                                                 bonds
                    Fund                         and 60 to 70% investment in common
                                                 stocks
- ----------------------------------------------------------------------------------------------------------------------------------
INCOME              AGSPC Capital                Income and possible growth through     VALIC                  N/A
FUNDS               Conservation Fund            investments in high quality debt
                                                 securities
                    --------------------------------------------------------------------------------------------------------------
                    AGSPC Government             Income and possible growth through     VALIC                  N/A
                    Securities Fund              investments in intermediate and
                                                 long-term government debt securities
                    --------------------------------------------------------------------------------------------------------------
                    AGSPC International          Income and possible growth through     VALIC                  N/A
                    Government                   investments in high quality foreign
                    Bond Fund                    government debt securities
                    --------------------------------------------------------------------------------------------------------------
                    American General Core        Maximum income through investment in   VALIC                  American General
                    Bond Fund                    medium to high quality fixed income                           Investment
                                                 securities                                                    Management, L.P.
                    --------------------------------------------------------------------------------------------------------------
                    American General             High income and total return           VALIC                  Capital Guardian
                    Domestic Bond Fund           consistent with conservation of                               Trust Company
                                                 capital through investments in fixed
                                                 income securities and other income
                                                 producing securities
                    --------------------------------------------------------------------------------------------------------------
                    American General High        High total return and income           VALIC                  American General
                    Yield Bond Fund              consistent with conservation of                               Investment
                                                 capital through investment in high                            Management, L.P.
                                                 yield fixed income securities
                    --------------------------------------------------------------------------------------------------------------
                    American General             High level of total return and income  VALIC                  American General
                    Strategic Bond Fund          consistent with conservation of                               Investment
                                                 capital through investment in                                 Management, L.P.
                                                 income-producing securities
                    --------------------------------------------------------------------------------------------------------------
                    Vanguard Fixed Income        Income through investment              Vanguard               N/A
                    Securities                   in long-term high quality corporate
                    Fund-Long-Term               bonds
                    Corporate Portfolio
                    --------------------------------------------------------------------------------------------------------------
                    Vanguard Fixed Income        Income through investment in           Vanguard               N/A
                    Securities                   long-term U.S. Treasury bonds
                    Fund-Long-Term
                    U.S. Treasury
                    Portfolio
- ----------------------------------------------------------------------------------------------------------------------------------
SPECIALTY           AGSPC Science &              Growth through investments in stocks   VALIC                  T. Rowe Price
FUNDS               Technology                   of companies which benefit from                               Associates, Inc.
                    Fund                         development of science and technology
                    --------------------------------------------------------------------------------------------------------------
                    AGSPC Social                 Growth through investments in          VALIC                  N/A
                    Awareness                    stocks of companies meeting social
                    Fund                         criteria of the Fund
                    --------------------------------------------------------------------------------------------------------------
                    American General             Growth through investments in stocks   VALIC                  N/A
                    Socially Responsible         of companies meeting social criteria
                    Fund                         of the Fund
- ----------------------------------------------------------------------------------------------------------------------------------
* A series of Templeton Variable Products Series Fund.
</TABLE>
    
 
                                                                               3
<PAGE>   169
<TABLE>            
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                          <C>                                    <C>                    <C>                
                    VARIABLE ACCOUNT             INVESTMENT
                    OPTIONS                      STRATEGY                               ADVISER                SUB-ADVISER
- ----------------------------------------------------------------------------------------------------------------------------------
MONEY               AGSPC Money                  Income through investments in          VALIC                  N/A
MARKET              Market                       short-term money market
FUNDS               Fund                         securities
                    --------------------------------------------------------------------------------------------------------------
                    American General Money       Income through investments in          VALIC                  N/A
                    Market Fund                  short-term money market securities
- ----------------------------------------------------------------------------------------------------------------------------------
LIFESTYLE           American General             Current income and a low to moderate   VALIC                  N/A
FUNDS               Conservative Growth          level of growth through investments
                    Lifestyle Fund               in American General Series Portfolio
                                                 Company Funds
                    --------------------------------------------------------------------------------------------------------------
                    American General             Growth through investments in          VALIC                  N/A
                    Growth                       American General Series Portfolio
                    Lifestyle Fund               Company Funds
                    --------------------------------------------------------------------------------------------------------------
                    American General             Growth and current income through      VALIC                  N/A
                    Moderate Growth              investments in American General
                    Lifestyle Fund               Series Portfolio Company Funds
                    --------------------------------------------------------------------------------------------------------------
                    Vanguard LifeStrategy        High level of income and moderate      Vanguard               N/A
                    Conservative Growth          long-term growth of capital and
                    Portfolio                    income
                    --------------------------------------------------------------------------------------------------------------
                    Vanguard LifeStrategy        Growth of capital and income           Vanguard               N/A
                    Growth Portfolio
                    --------------------------------------------------------------------------------------------------------------
                    Vanguard LifeStrategy        A reasonable level of income and       Vanguard               N/A
                    Moderate Growth              long-term growth of capital and
                    Portfolio                    income
- ----------------------------------------------------------------------------------------------------------------------------------
ASSET               AGSPC Asset Allocation       Maximum return through investments in  VALIC                  N/A
ALLOCATION          Fund                         a mix of stocks, bonds and money
FUNDS                                            market securities
                    --------------------------------------------------------------------------------------------------------------
                    Templeton Asset              High level of total return through a   Templeton Investment   N/A
                    Allocation                   flexible policy of investing in        Counsel, Inc.
                    Fund -- Class 1*             stocks and debt obligations of
                                                 companies and governments of any
                                                 nation and money market instruments
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
 
* A series of Templeton Variable Products Series Fund.
 
 4
<PAGE>   170
 
- --------------------------------------------------------------------------------
 
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 Plus 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 Plus 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 Plus'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 0.35% to 0.85% during the Purchase Period and 0.75%
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 or distributor 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 Plus 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.
 
                                                                               5
<PAGE>   171
 
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(8)                                    0.25%           0.35%              --          0.60%
AGSPC Capital Conservation                                   0.25            0.35               --          0.60
AGSPC Government Securities                                  0.25            0.35               --          0.60
AGSPC Growth                                                 0.25            0.35               --          0.60
AGSPC Growth & Income                                        0.25            0.35               --          0.60
AGSPC International Equities                                 0.25            0.35               --          0.60
AGSPC International Government Bond                          0.25            0.35               --          0.60
AGSPC MidCap Index                                           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 Small Cap Index                                        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
American General Balanced(4)                                 0.25            0.35            (0.25)         0.35
American General Conservative Growth Lifestyle(4)            0.25            0.35            (0.25)         0.35
American General Core Bond(4)                                0.25            0.35            (0.25)         0.35
American General Domestic Bond(4)                            0.25            0.35            (0.25)         0.35
American General Growth Lifestyle(4)                         0.25            0.35            (0.25)         0.35
American General High Yield Bond(4)                          0.25            0.35            (0.25)         0.35
American General International Growth(4)                     0.25            0.35            (0.25)         0.35
American General International Value(4)                      0.25            0.35            (0.25)         0.35
American General Large Cap Growth(4)                         0.25            0.35            (0.25)         0.35
American General Large Cap Value(4)                          0.25            0.35            (0.25)         0.35
American General Mid Cap Growth(4)                           0.25            0.35            (0.25)         0.35
American General Mid Cap Value(4)                            0.25            0.35            (0.25)         0.35
American General Moderate Growth Lifestyle(4)                0.25            0.35            (0.25)         0.35
American General Money Market(4)                             0.25            0.35            (0.25)         0.35
American General Small Cap Growth(4)                         0.25            0.35            (0.25)         0.35
American General Small Cap Value(4)                          0.25            0.35            (0.25)         0.35
American General Socially Responsible(4)                     0.25            0.35            (0.25)         0.35
American General Strategic Bond(4)                           0.25            0.35            (0.25)         0.35
Dreyfus Variable Investment
  Dreyfus Small Cap Portfolio(4)                             0.25            0.60            (0.15)         0.70
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
T. Rowe Price Small-Cap Stock                                0.25            0.60               --          0.85
Templeton Foreign -- Class 1(4)                              0.25            0.60            (0.25)         0.60
Templeton Variable Products Series Fund
  Templeton Asset Allocation -- Class 1                      0.25            0.60               --          0.85
  Templeton International -- Class 1                         0.25            0.60               --          0.85
Vanguard Fixed Income Securities Fund --
  Long-Term U.S. Treasury Portfolio(5)                       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 LifeStrategy Conservative Growth Portfolio          0.25            0.60               --          0.85
Vanguard LifeStrategy Growth Portfolio                       0.25            0.60               --          0.85
Vanguard LifeStrategy Moderate Growth Portfolio              0.25            0.60               --          0.85
Vanguard/Wellington                                          0.25            0.60               --          0.85
Vanguard/Windsor II                                          0.25            0.60               --          0.85
</TABLE>
    
 
 6
<PAGE>   172
- --------------------------------------------------------------------------------
 
FUND ANNUAL EXPENSES
(as a percentage of net assets):
 
   
<TABLE>
<CAPTION>
                                                   MANAGEMENT                      OTHER           TOTAL FUND
                                                      FEES                       EXPENSES           EXPENSES
                                                 (AFTER EXPENSE     12B-1     (AFTER EXPENSE     (AFTER EXPENSE
                      FUND                       REIMBURSEMENT)     FEES     REIMBURSEMENT)(6)   REIMBURSEMENT)
                      ----                       --------------     -----    -----------------   --------------
<S>                                              <C>                <C>      <C>                 <C>
AGSPC Asset Allocation(8)                             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
American Century -- Twentieth Century Ultra           1.00            --              --              1.00
American General Balanced(10)                         0.05            --            0.80              0.85
American General Conservative Growth Lifestyle        0.10            --              --              0.10
American General Core Bond(10)                          --            --            0.83              0.83
American General Domestic Bond(10)                    0.24            --            0.57              0.81
American General Growth Lifestyle                     0.10            --              --              0.10
American General High Yield Bond(10)                  0.20            --            0.83              1.03
American General International Growth(10)             0.47            --            0.71              1.18
American General International Value(10)              0.37            --            0.70              1.07
American General Large Cap Growth(10)                 0.30            --            0.58              0.88
American General Large Cap Value(10)                  0.25            --            0.58              0.83
American General Mid Cap Growth(10)                   0.18            --            0.64              0.82
American General Mid Cap Value(10)                    0.43            --            0.64              1.07
American General Moderate Growth Lifestyle            0.10            --              --              0.10
American General Money Market(10)                       --            --            0.58              0.58
American General Small Cap Growth(10)                 0.56            --            0.62              1.18
American General Small Cap Value(10)                  0.38            --            0.63              1.01
American General Socially Responsible(10)               --            --            0.58              0.58
American General Strategic Bond(10)                   0.03            --            0.90              0.93
Dreyfus Variable Investment
  Dreyfus Small Cap Portfolio                         0.75            --            0.03              0.78
Founders Growth                                       0.67          0.25%           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            0.31              1.06
Putnam OTC & Emerging Growth                          0.56          0.25            0.35              1.16
Scudder Growth and Income                             0.46            --            0.30              0.76
T. Rowe Price Small-Cap Stock                         0.77            --            0.25              1.02
Templeton Foreign -- Class 1                          0.61          0.25            0.22              1.08
Templeton Variable Products Series Fund
  Templeton Asset Allocation -- Class 1(9)            0.60            --            0.18              0.78
  Templeton International -- Class 1(9)               0.69            --            0.19              0.88
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 LifeStrategy Conservative Growth
  Portfolio                                             --            --            0.29              0.29
Vanguard LifeStrategy Growth Portfolio                  --            --            0.29              0.29
Vanguard LifeStrategy Moderate Growth Portfolio         --            --            0.29              0.29
Vanguard/Wellington                                   0.04            --            0.25              0.29
Vanguard/Windsor II                                   0.15            --            0.22              0.37
</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.
 
                                                                               7
<PAGE>   173
- --------------------------------------------------------------------------------
 
 (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 or distributors 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 or distributors pay
     administrative, shareholder service or distribution fees to the Company:
     American Century -- Twentieth Century (0.21%), American General Funds
     (0.25%), Dreyfus (0.15%), 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 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, administrative and other miscellaneous expenses. See each
     Fund's prospectus for a detailed explanation of these fees.
 
 (7) Neuberger&Berman Guardian Trust ("Trust") has identical investment
     objectives and policies and invests in, the same portfolio as
     Neuberger&Berman Guardian Fund ("Fund"). Both the Fund and the Trust are
     managed by Neuberger&Berman Management Inc. ("N&B"). 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. For this Fund, MANAGEMENT FEES include
     administration expenses. For the Trust's 1997 fiscal year, N&B did not bear
     any expenses.
 
 (8) The AGSPC Asset Allocation Fund was formerly known as the Timed Opportunity
     Fund.
 
 (9) 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.
 
(10) After expense reimbursement. In the absence of the expense reimbursement,
     management fees, other expenses and total fund operating expenses,
     respectively, would be: Balanced Fund, 0.80%, 0.80% and 1.60%; Core Bond
     Fund, 0.50%, 0.86% and 1.36%; Domestic Bond Fund, 0.60%, 0.57% and 1.17%;
     High Yield Bond Fund, 0.70%, 0.83% and 1.53%; International Growth Fund,
     0.90%, 0.71% and 1.61%; International Value Fund, 1.00%, 0.70% and 1.70%;
     Large Cap Growth Fund, 0.55%, 0.58% and 1.13%; Large Cap Value Fund, 0.50%,
     0.58% and 1.08%; Mid Cap Growth Fund, 0.65%, 0.64% and 1.29%; Mid Cap Value
     Fund, 0.75%, 0.64% and 1.39%; Money Market Fund, 0.25%, 0.86% and 1.11%;
     Small Cap Growth Fund, 0.85%, 0.62% and 1.47%; Small Cap Value Fund, 0.75%,
     0.63% and 1.38%; and Socially Responsible Fund, 0.25%, 0.87% and 1.12%; and
     Strategic Bond Fund, 0.60%, 0.90% and 1.50%.
 
 8
<PAGE>   174
- --------------------------------------------------------------------------------
 
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 Plus 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                             $12      $ 37      $ 64       $143
AGSPC Capital Conservation Division 7                          12        37        64        143
AGSPC Government Securities Division 8                         12        37        64        141
AGSPC Growth Division 15                                       15        46        80        175
AGSPC Growth & Income Division 16                              14        45        77        170
AGSPC International Equities Division 11                       10        32        56        125
AGSPC International Government Bond Division 13                12        37        64        141
AGSPC MidCap Index Division 4                                  10        32        55        123
AGSPC Money Market Division 6                                  12        37        64        143
AGSPC Science & Technology Division 17                         16        49        85        186
AGSPC Small Cap Index Division 14                              10        32        56        124
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
American General Balanced Division 42                          12        38        66        146
American General Conservative Growth Lifestyle Division 50      5        14        25         57
American General Core Bond Division 58                         12        38        65        144
American General Domestic Bond Division 43                     12        37        64        141
American General Growth Lifestyle Division 48                   5        14        25         57
American General High Yield Bond Division 60                   14        44        76        166
American General International Growth Division 33              16        48        84        183
American General International Value Division 34               14        45        78        171
American General Large Cap Growth Division 39                  13        39        68        149
American General Large Cap Value Division 40                   12        38        65        144
American General Mid Cap Growth Division 37                    12        37        64        143
American General Mid Cap Value Division 38                     14        45        78        171
American General Moderate Growth Lifestyle Division 49          5        14        25         57
American General Money Market Division 44                       9        30        52        115
American General Small Cap Growth Division 35                  16        48        84        183
American General Small Cap Value Division 36                   14        43        75        164
American General Socially Responsible Division 41               9        30        52        115
American General Strategic Bond Division 59                    13        41        70        155
Dreyfus Variable Investment
  Dreyfus Small Cap Portfolio Division 18                      12        36        62        138
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
T. Rowe Price Small-Cap Stock Division 51                      19        59       101        220
Templeton Foreign -- Class 1 Division 32                       17        53        91        199
Templeton Variable Products Series Fund
  Templeton Asset Allocation -- Class 1 Division 19            12        36        62        138
  Templeton International -- Class 1 Division 20               13        39        68        149
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 LifeStrategy Conservative Growth Portfolio Division
  54                                                           12        36        63        139
Vanguard LifeStrategy Growth Portfolio Division 52             12        36        63        139
Vanguard LifeStrategy Moderate Growth Portfolio Division 53    12        36        63        139
Vanguard/Wellington Division 25                                12        36        63        139
Vanguard/Windsor II Division 24                                12        39        67        148
</TABLE>
    
 
                                                                               9
<PAGE>   175
- --------------------------------------------------------------------------------
 
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 Plus 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                             $12       $39      $ 67       $149
AGSPC Capital Conservation Division 7                          12        39        67        149
AGSPC Government Securities Division 8                         12        39        67        148
AGSPC Growth Division 15                                       15        48        83        181
AGSPC Growth & Income Division 16                              15        46        80        176
AGSPC International Equities Division 11                       11        34        59        132
AGSPC International Government Bond Division 13                12        39        67        148
AGSPC MidCap Index Division 4                                  11        34        58        129
AGSPC Money Market Division 6                                  12        39        67        149
AGSPC Science & Technology Division 17                         16        51        88        192
AGSPC Small Cap Index Division 14                              11        34        59        131
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
American General Balanced Division 42                          13        40        69        152
American General Conservative Growth Lifestyle Division 50      5        16        28         64
American General Core Bond Division 58                         13        39        68        150
American General Domestic Bond Division 43                     12        39        67        148
American General Growth Lifestyle Division 48                   5        16        28         64
American General High Yield Bond Division 60                   15        45        79        172
American General International Growth Division 33              16        50        86        189
American General International Value Division 34               15        47        81        177
American General Large Cap Growth Division 39                  13        41        71        156
American General Large Cap Value Division 40                   13        39        68        150
American General Mid Cap Growth Division 37                    12        39        67        149
American General Mid Cap Value Division 38                     15        47        81        177
American General Moderate Growth Lifestyle Division 49          5        16        28         64
American General Money Market Division 44                      10        31        55        121
American General Small Cap Growth Division 35                  16        50        86        189
American General Small Cap Value Division 36                   14        45        78        170
American General Socially Responsible Division 41              10        31        55        121
American General Strategic Bond Division 59                    14        42        73        161
Dreyfus Variable Investment
  Dreyfus Small Cap Portfolio Division 18                      16        49        84        183
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        77        170
T. Rowe Price Small-Cap Stock Division 51                      20        61       104        225
Templeton Foreign -- Class 1 Division 32                       18        55        94        205
Templeton Variable Products Series Fund
  Templeton Asset Allocation -- Class 1 Division 19            17        53        92        200
  Templeton International -- Class 1 Division 20               18        56        97        211
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 LifeStrategy Conservative Growth Portfolio Division
  54                                                           12        38        66        145
Vanguard LifeStrategy Growth Portfolio Division 52             12        38        66        145
Vanguard LifeStrategy Moderate Growth Portfolio Division 53    12        38        66        145
Vanguard/Wellington Division 25                                12        38        66        145
Vanguard/Windsor II Division 24                                13        40        70        155
</TABLE>
    
 
 10
<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 Plus 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                             $59      $ 89      $117       $149
AGSPC Capital Conservation Division 7                          59        89       117        149
AGSPC Government Securities Division 8                         59        89       117        148
AGSPC Growth Division 15                                       62        98       133        181
AGSPC Growth & Income Division 16                              62        96       130        176
AGSPC International Equities Division 11                       58        84       109        132
AGSPC International Government Bond Division 13                59        89       117        148
AGSPC MidCap Index Division 4                                  58        84       108        129
AGSPC Money Market Division 6                                  59        89       117        149
AGSPC Science & Technology Division 17                         63       101       138        192
AGSPC Small Cap Index Division 14                              58        84       109        131
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
American General Balanced Division 42                          59        90       119        152
American General Conservative Growth Lifestyle Division 50     52        66        78         64
American General Core Bond Division 58                         59        89       118        150
American General Domestic Bond Division 43                     59        89       117        148
American General Growth Lifestyle Division 48                  52        66        78         64
American General High Yield Bond Division 60                   61        95       129        172
American General International Growth Division 33              63       100       136        189
American General International Value Division 34               62        97       131        177
American General Large Cap Growth Division 39                  60        91       121        156
American General Large Cap Value Division 40                   59        89       118        150
American General Mid Cap Growth Division 37                    59        89       117        149
American General Mid Cap Value Division 38                     62        97       131        177
American General Moderate Growth Lifestyle Division 49         52        66        78         64
American General Money Market Division 44                      57        81       105        121
American General Small Cap Growth Division 35                  63       100       136        189
American General Small Cap Value Division 36                   61        95       128        170
American General Socially Responsible Division 41              57        81       105        121
American General Strategic Bond Division 59                    60        92       123        161
Dreyfus Variable Investment
  Dreyfus Small Cap Portfolio Division 18                      62        98       134        183
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
T. Rowe Price Small-Cap Stock Division 51                      66       110       154        225
Templeton Foreign -- Class 1 Division 32                       64       104       144        205
Templeton Variable Products Series Fund
  Templeton Asset Allocation -- Class 1 Division 19            64       103       142        200
  Templeton International -- Class 1 Division 20               65       106       147        211
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 LifeStrategy Conservative Growth Portfolio Division
  54                                                           59        88       116        145
Vanguard LifeStrategy Growth Portfolio Division 52             59        88       116        145
Vanguard LifeStrategy Moderate Growth Portfolio Division 53    59        88       116        145
Vanguard/Wellington Division 25                                59        88       116        145
Vanguard/Windsor II Division 24                                60        90       120        155
</TABLE>
    
 
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.
 
                                                                              11
<PAGE>   177
 
SELECTED PURCHASE UNIT DATA
- --------------------------------------------------------------------------------
Portfolio Director Plus Series 1.40 to 12.40 is a new variable annuity product;
therefore, there is no Selected Purchase Unit Data available at this time.
 
 12
<PAGE>   178
 
- --------------------------------------------------------------------------------
 
ABOUT PORTFOLIO DIRECTOR PLUS
 
Portfolio Director Plus 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 Plus can come from different sources, like
payroll deductions or money transfers. Your retirement savings process with
Portfolio Director Plus will involve two stages: the Purchase Period; and the
Payout Period. The first is when you make contributions into Portfolio Director
Plus 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 Plus.
 
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 Plus. 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.
 
VALIC is a member of the Insurance Marketplace Standards Association (IMSA).
IMSA is a voluntary membership organization created by the life insurance
industry to promote ethical market conduct for individual life insurance and
annuity products. VALIC's membership in IMSA applies to VALIC only and not its
products or affiliates.
 
ABOUT VALIC SEPARATE ACCOUNT A
 
When you direct money to Portfolio Director Plus'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 Plus. 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." Fifty Divisions are
available and represent the Variable Account Options in Portfolio Director Plus.
Each of these Divisions invests in a different Mutual Fund made available
through Portfolio Director Plus. 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 Plus. 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 Plus, VALIC Separate Account A may not be charged with the
liabilities of any other VALIC operation. As stated in Portfolio Director Plus,
the Texas Insurance Code requires that the assets of VALIC Separate Account A
attributable to Portfolio Director Plus be held exclusively for the benefit of
the contract owner, participants, annuitants, and beneficiaries of Portfolio
Director Plus. 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 PLUS
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
 
                                                                              13
<PAGE>   179
 
VARIABLE ACCOUNT OPTIONS
- --------------------------------------------------------------------------------
 
Portfolio Director Plus enables you to participate in Divisions that represent
fifty Variable Account Options. These Divisions comprise all of the Variable
Account Options that are made available through VALIC Separate Account A. You
may not according to your retirement program be able to invest in all fifty
Variable Account Options described in this prospectus. 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 Plus and include:
 
- - American General Series Portfolio
   
  Company (AGSPC ) -- offers 13 funds, for which VALIC serves as investment
  adviser.
    
 
- - American General Series Portfolio Company 3 (AGSPC 3) -- offers 18 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.
 
- - Dreyfus Variable Investment Fund -- offers 1 fund, for which The Dreyfus
  Corporation 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.
 
- - T. Rowe Price Small-Cap Stock Fund, Inc. -- offers 1 fund for which T. Rowe
  Price Associates, Inc. serves as investment adviser.
 
- - Templeton Funds Inc. -- offers 3 funds for which Templeton Global Advisors
  Limited and Templeton Investment Counsel, Inc. serves as investment advisers.
 
- - Templeton Variable Products Series Fund -- offers 2 funds for which Templeton
  Investment Counsel Inc. serves as investment adviser.
 
- - The Vanguard Group Inc. -- offers 7 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.
 
Sixteen of the Mutual Funds offered through VALIC's Separate Account A are also
available to the general public.
 
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 as well as the Standard Average Annual Total Return for each Division in a
1, 3, 5 and 10 year period if available. The performance information in the
tables and graphs 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. They 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 for
all Funds other than the AGSPC 3 Funds reflect the historical performance of
each Fund based on investment in a hypothetical Contract from the date of the
Fund's inception. Since the AGSPC 3 Funds
 
VARIABLE ACCOUNT
OPTIONS -- investment
options that correspond
to Separate Account
Divisions offered by
Portfolio Director Plus.
Investment returns on
Variable Account
Options may be positive
or negative depending on
the investment
performance of the
underlying Mutual Fund.
 
 14
<PAGE>   180
- --------------------------------------------------------------------------------
 
recently commenced operations no actual performance history exists. Since the T.
Rowe Price Small-Cap Stock Division 51, the Vanguard LifeStrategy Conservative
Growth Division 54, the Vanguard LifeStrategy Growth Division 52 and the
Vanguard LifeStrategy Moderate Growth Division 53 recently commenced operations
no actual performance exists. 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.
 
The Standard Average Annual Total Return figures are based on the average
percentage change in the value of an investment in a corresponding Division for
a different series of Portfolio Director Plus from the beginning to the end of
the historical periods shown and have been restated to take into account the
fees and charges under this series of Portfolio Director Plus. 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 Plus at the end of the specified
period. Premium taxes are not deducted. This information is calculated for each
Division based on how an initial investment of $1,000 performed at the end of
the period shown.
 
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.
 
                                                                              15
<PAGE>   181
 
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
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             10,992
        03/31/90             12,059
        03/31/91             13,099
        03/31/92             13,886
        03/31/93             14,826
        03/31/94             14,963
        03/31/95             15,965
        03/31/96             19,247
        03/31/97             21,024
        03/31/98             27,461
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 1, 1988
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 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
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             10,278
        03/31/90             11,155
        03/31/91             11,541
        03/31/92             12,977
        03/31/93             14,946
        03/31/94             15,070
        03/31/95             15,539
        03/31/96             17,140
        03/31/97             17,714
        03/31/98             19,633
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 1, 1988
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 31
 
 * The AGSPC Asset Allocation Fund was formerly known as the Timed Opportunity
   Fund. The Standard Average Annual Total Return for the Fund for the 1, 3, 5
   and 10 year period was 25.54%, 18.57%, 12.44% and 10.57%, respectively.
 
** The Standard Average Annual Total Return for the AGSPC Capital Conservation
   Fund for the 1, 3, 5 and 10 year period was 5.78%, 6.60%, 4.73% and 6.92%,
   respectively.
 
 16
<PAGE>   182
 
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
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             10,267
        03/31/90             11,146
        03/31/91             12,112
        03/31/92             13,338
        03/31/93             15,221
        03/31/94             15,389
        03/31/95             15,835
        03/31/96             17,284
        03/31/97             17,789
        03/31/98             19,710
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 1, 1988
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 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
        03/31/95             11,285
        03/31/96             16,031
        03/31/97             16,687
        03/31/98             24,560
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 29, 1994
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 31
 
  * The Standard Average Annual Total Return for the AGSPC Government Securities
    Fund for the 1, 3, 5 and 10 year period was 5.75%, 6.05%, 4.42% and 6.96%,
    respectively.
 
 ** The Standard Average Annual Total Return for the AGSPC Growth Fund for the 1
    and 3 year period and since inception was 42.10%, 28.52% and 25.03%,
    respectively.
 
                                                                              17
<PAGE>   183
 
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
        03/31/95             10,800
        03/31/96             14,056
        03/31/97             15,541
        03/31/98             21,169
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 29, 1994
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 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
        03/31/90              8,410
        03/31/91              8,663
        03/31/92              7,833
        03/31/93              8,617
        03/31/94             10,346
        03/31/95             10,852
        03/31/96             12,209
        03/31/97             12,315
        03/31/98             14,521
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE OCTOBER 2, 1989
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 31
 
 * The Standard Average Annual Total Return for the AGSPC Growth & Income Fund
   for the 1 and 3 year period and since inception was 31.14%, 24.00% and
   20.28%, respectively.
 
** The Standard Average Annual Total Return for the AGSPC International Equities
   Fund for the 1, 3 and 5 year period and since inception was 12.85%, 8.74%,
   10.27% and 4.43%, respectively.
 
 18
<PAGE>   184
 
   
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
        03/31/92             10,345
        03/31/93             11,829
        03/31/94             12,866
        03/31/95             14,918
        03/31/96             15,237
        03/31/97             15,169
        03/31/98             15,318
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE OCTOBER 1, 1991
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 31
 
* The Standard Average Annual Total Return for the AGSPC International
  Government Bond Fund for the 1, 3 and 5 year period and since inception was
  (3.61%), (0.70%), 4.42% and 6.72%, respectively.
 
                                                                              19
<PAGE>   185
 
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**.
 
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
     October 1, 1991        $ Value
- -------------------------   -------
<S>                         <C>
        10/01/91            $10,000
        03/31/92             11,015
        03/31/93             12,551
        03/31/94             13,160
        03/31/95             14,144
        03/31/96             18,030
        03/31/97             19,711
        03/31/98             29,089
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE OCTOBER 1, 1991
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 31
 
 * The Standard Average Annual Total Return for the AGSPC MidCap Index Fund for
   the 1, 3 and 5 year period and since inception was 42.50%, 26.06%, 17.73% and
   17.79%, respectively.
 
** "Standard & Poor's(R)", "S&P(R)", "S&P 500(R)" and "S&P MidCap 400" are
   trademarks of Standard and Poor's ("S&P"). The AGSPC MidCap 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.
 
 20
<PAGE>   186
 
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
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             10,719
        03/31/90             11,575
        03/31/91             12,368
        03/31/92             12,894
        03/31/93             13,200
        03/31/94             13,478
        03/31/95             14,000
        03/31/96             14,667
        03/31/97             15,306
        03/31/98             16,012
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 1, 1988
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 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
        03/31/95             13,796
        03/31/96             20,599
        03/31/97             19,688
        03/31/98             26,475
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 29, 1994
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 31
 
  * The Standard Average Annual Total Return for the AGSPC Money Market Fund for
    the 1, 3, 5 and 10 year period was (0.15%), 2.97%, 3.01% and 4.76%,
    respectively.
 
 ** The Standard Average Annual Total Return for the AGSPC Science and
    Technology Fund for the 1 and 3 year period and since inception was 29.39%,
    23.11% and 27.50%, respectively.
 
                                                                              21
<PAGE>   187
 
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
        03/31/93             11,488
        03/31/94             12,408
        03/31/95             12,904
        03/31/96             16,444
        03/31/97             17,247
        03/31/98             24,269
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                      STIPULATED PAYMENT MADE MAY 1, 1992
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 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
        03/31/90              9,982
        03/31/91             11,234
        03/31/92             11,928
        03/31/93             13,543
        03/31/94             13,324
        03/31/95             15,005
        03/31/96             19,819
        03/31/97             23,837
        03/31/98             34,925
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE OCTOBER 2, 1989
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 31
 
  * The Standard Average Annual Total Return for the AGSPC Small Cap Index Fund
    for the 1, 3 and 5 year period and since inception was 35.63%, 22.26% ,
    15.51% and 16.09%, respectively.
 
 ** The Russell(R) Index is a trademark/service mark of the Frank Russell Trust
    Company. Russell(TM) is a trademark of the Frank Russell Company.
 
*** The Standard Average Annual Total Return for the AGSPC Social Awareness Fund
    for the 1, 3 and 5 year period and since inception was 41.43%, 31.49% ,
    20.32% and 15.79%, respectively.
 
 22
<PAGE>   188
 
AGSPC
STOCK INDEX FUND*
(Division 10)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks long-term capital growth through investment in common stocks that, as a
group, are expected to provide investment results closely corresponding to the
performance of the Standard & Poor's 500 Stock Index(R)**.
 
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             11,500
        03/31/90             13,492
        03/31/91             15,132
        03/31/92             16,519
        03/31/93             18,892
        03/31/94             18,914
        03/31/95             21,625
        03/31/96             28,333
        03/31/97             33,684
        03/31/98             49,406
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 1, 1988
 
                                    [CHART]
                             PERIOD ENDED MARCH 31
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
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             12,022
        03/31/90             13,242
        03/31/91             21,154
        03/31/92             25,903
        03/31/93             27,966
        03/31/94             33,251
        03/31/95             33,926
        03/31/96             45,100
        03/31/97             48,905
        03/31/98             70,888
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 1, 1988
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 31
  * The Standard Average Annual Total Return for the AGSPC Stock Index Fund for
    the 1, 3, 5 and 10 year period was 41.59%, 30.67%, 20.66% and 17.26%,
    respectively.
 
 ** "Standard & Poor's(R)", "S&P(R)" and "S&P 500(R)" are trademarks of Standard
    and Poor's ("S&P"). The AGSPC 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.
 
*** The Standard Average Annual Total Return for The American
    Century -- Twentieth Century Ultra Fund for the 1 year period and since
    inception was 39.87% and 22.29%, respectively.
 
                                                                              23
<PAGE>   189
 
AMERICAN GENERAL
BALANCED FUND*
(Division 42)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks balanced accomplishment of (i) conservation of principal and (ii)
long-term growth of capital and income through investment in fixed income and
equity securities.
 
AMERICAN GENERAL CONSERVATIVE
GROWTH LIFESTYLE FUND*
(Division 50)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks current income and low to moderate growth of capital through investments
in Series Company Funds. This Fund is suitable for investors who wish to invest
in equity securities, but who are not willing to assume the market risks of
either the Growth Lifestyle Fund or the Moderate Growth Lifestyle Fund.
 
* The Fund recently commenced operations. Accordingly, no performance for the
  Fund is available.
 
 24
<PAGE>   190
 
AMERICAN GENERAL DOMESTIC
BOND FUND*
(Division 43)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks the highest possible total return consistent with conservation of capital
through investment primarily in investment grade fixed income securities and
other income producing securities.
 
AMERICAN GENERAL CORE
BOND FUND*
(Division 58)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks the highest possible total return consistent with conservation of capital
through investment in medium to high quality fixed income securities.
 
* The Fund recently commenced operations. Accordingly, no performance for the
  Fund is available.
 
                                                                              25
<PAGE>   191
 
AMERICAN GENERAL GROWTH
LIFESTYLE FUND*
(Division 48)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks growth through investments in Series Company Funds. This Fund is suitable
for investors seeking the potential for capital growth that a fund investing
predominately in equity securities may offer.
 
AMERICAN GENERAL HIGH
YIELD BOND FUND*
(Division 60)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks the highest possible total return and income consistent with conservation
of capital through investment in a diversified portfolio of high yielding high
risk fixed income securities.
 
* The Fund recently commenced operations. Accordingly, no performance for the
  Fund is available.
 
 26
<PAGE>   192
 
AMERICAN GENERAL INTERNATIONAL
GROWTH FUND*
(Division 33)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks to provide long-term capital appreciation by investing in equity
securities of non-U.S. companies, the majority of which are expected to be in
developed markets. The Fund may invest across the capitalization spectrum,
although it intends to emphasize smaller capitalization stocks.
 
AMERICAN GENERAL INTERNATIONAL
VALUE FUND*
(Division 34)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks to provide growth of capital and future income through investments
primarily in securities of non-U.S. issuers and securities whose principal
markets are outside of the United States.
 
* The Fund recently commenced operations. Accordingly, no performance for the
  Fund is available.
 
                                                                              27
<PAGE>   193
 
AMERICAN GENERAL LARGE CAP
GROWTH FUND*
(Division 39)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks long-term growth of capital through a broadly diversified portfolio of
equity securities of large cap U.S. issuers that are expected to have better
prospects for earnings growth than the growth rate of the general domestic
economy. Dividend income is a secondary objective.
 
AMERICAN GENERAL LARGE CAP
VALUE FUND*
(Division 40)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks to provide total returns that exceed over time the Russell 1000H Value
Index through investments in equity securities.
 
* The Fund recently commenced operations. Accordingly, no performance for the
  Fund is available.
 
 28
<PAGE>   194
 
AMERICAN GENERAL MID CAP
GROWTH FUND*
(Division 37)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks capital appreciation principally through investments in medium
capitalization equity securities, such as common and preferred stocks and
securities convertible into common stocks. Current income is of secondary
objective.
 
AMERICAN GENERAL MID CAP
VALUE FUND*
(Division 38)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks capital growth through investment in equity securities of medium
capitalization companies using a value-oriented investment approach.
 
* The Fund recently commenced operations. Accordingly, no performance for the
  Fund is available.
 
                                                                              29
<PAGE>   195
 
AMERICAN GENERAL MODERATE
   
GROWTH LIFESTYLE FUND*
    
   
(Division 49)
    
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks growth and current income through investments in Series Company Funds.
This Fund is suitable for investors who wish to invest in stocks, but who are
not willing to assume the substantial market risks of the Growth Lifestyle Fund.
 
AMERICAN GENERAL MONEY
MARKET FUND*
(Division 44)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks liquidity, protection of capital and current income through investments in
short-term money market instruments.
 
* The Fund recently commenced operations. Accordingly, no performance for the
  Fund is available.
 
 30
<PAGE>   196
 
AMERICAN GENERAL SMALL CAP
GROWTH FUND*
(Division 35)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks to provide long-term growth from a portfolio of equity securities of small
capitalization growth companies.
 
AMERICAN GENERAL SMALL CAP
VALUE FUND*
(Division 36)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks maximum long-term return, consistent with reasonable risk to principal by
investing primarily in equity securities of small capitalization companies in
terms of revenues and/or market capitalization.
 
* The Fund recently commenced operations. Accordingly, no performance for the
  Fund is available.
 
                                                                              31
<PAGE>   197
 
AMERICAN GENERAL SOCIALLY
RESPONSIBLE FUND*
(Division 41)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks to obtain growth of capital through investment, primarily in equity
securities, in companies which meet the social criteria established for the
Fund. The Fund does not invest in companies that:
 
- - produce nuclear energy;
 
- - make military weapons or delivery systems; or
 
- - engage continuously in practices or produce products that significantly
  pollute the environment (such products include tobacco products).
 
AMERICAN GENERAL STRATEGIC
BOND FUND*
(Division 59)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks the highest possible total return and income consistent with conservation
of capital through investment in a diversified portfolio of income producing
securities.
 
* The Fund recently commenced operations. Accordingly, no performance for the
  Fund is available.
 
 32
<PAGE>   198
 
   
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 or services 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
        03/31/91             12,884
        03/31/92             30,894
        03/31/93             50,002
        03/31/94             75,228
        03/31/95             83,710
        03/31/96            106,498
        03/31/97            109,360
        03/31/98            150,407
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE AUGUST 31, 1990
 
                                    [CHART]
                             PERIOD ENDED MARCH 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
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             11,197
        03/31/90             13,401
        03/31/91             14,981
        03/31/92             17,718
        03/31/93             20,597
        03/31/94             24,138
        03/31/95             25,312
        03/31/96             35,726
        03/31/97             39,290
        03/31/98             55,788
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 1, 1988
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 31
 
 * The Standard Average Annual Total Return for the Dreyfus Small Cap Portfolio
   for the 1 and 3 year period and since inception was 32.46%, 20.36% and
   19.30%, respectively.
 
** The Standard Average Annual Total Return for the Founders Growth Fund for the
   1 year period and since inception was 36.91% and 21.97%, respectively.
 
                                                                              33
<PAGE>   199
 
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
     August 3, 1993         $ Value
- -------------------------   -------
<S>                         <C>
        08/03/93            $10,000
        03/31/94             10,482
        03/31/95             11,830
        03/31/96             14,656
        03/31/97             16,629
        03/31/98             22,044
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE AUGUST 3, 1993
 
                                    [CHART]
                             PERIOD ENDED MARCH 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
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             10,800
        03/31/90             12,327
        03/31/91             12,970
        03/31/92             13,401
        03/31/93             14,616
        03/31/94             17,314
        03/31/95             17,254
        03/31/96             21,264
        03/31/97             23,509
        03/31/98             30,159
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 1, 1988
 
                                    [CHART]
                             PERIOD ENDED MARCH 31
 
 * The Standard Average Annual Total Return for the Neuberger&Berman Guardian
   Trust for the 1 year period and since inception was 27.49% and 23.23%,
   respectively.
 
** The Standard Average Annual Total Return for the Putnam Global Growth Fund
   for the 1 year period and since inception was 23.22% and 17.25%,
   respectively.
 
 34
<PAGE>   200
 
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
        03/31/91             13,888
        03/31/92             19,005
        03/31/93             22,800
        03/31/94             28,952
        03/31/95             34,088
        03/31/96             48,869
        03/31/97             45,615
        03/31/98             69,721
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                    STIPULATED PAYMENT MADE AUGUST 31, 1990
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 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
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             10,945
        03/31/90             12,696
        03/31/91             14,320
        03/31/92             16,049
        03/31/93             18,280
        03/31/94             22,571
        03/31/95             26,540
        03/31/96             39,921
        03/31/97             32,760
        03/31/98             49,533
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 1, 1988
 
[CHART]
                             PERIOD ENDED MARCH 31
 
 * The Standard Average Annual Total Return for the Putnam New Opportunities
   Fund for the 1 year period and since inception was 47.76% and 15.08%,
   respectively.
 
** The Standard Average Annual Total Return for the Putnam OTC & Emerging Growth
   Fund for the 1 year period and since inception was 46.12% and 4.77%,
   respectively.
 
                                                                              35
<PAGE>   201
 
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
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             11,401
        03/31/90             12,526
        03/31/91             14,215
        03/31/92             16,323
        03/31/93             18,735
        03/31/94             19,637
        03/31/95             21,974
        03/31/96             28,494
        03/31/97             33,500
        03/31/98             47,508
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 1, 1988
 
                                    [CHART]
                             PERIOD ENDED MARCH 31
T. ROWE PRICE SMALL-CAP STOCK FUND**
(Division 51)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks long-term capital growth through investments in securities of small to
medium-sized companies.
 
 * The Standard Average Annual Total Return for the Scudder Growth and Income
   Fund for the 1 year period and since inception was 36.73% and 29.70%,
   respectively.
 
** The T. Rowe Price Small-Cap Stock Division 51 recently commenced operations.
   Accordingly, no performance is available for the Division.
 
 36
<PAGE>   202
 
   
TEMPLETON ASSET
    
   
ALLOCATION FUND*
    
   
Class 1 Shares
    
   
(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
        03/31/89             10,500
        03/31/90             11,382
        03/31/91             11,547
        03/31/92             13,353
        03/31/93             15,052
        03/31/94             17,158
        03/31/95             17,561
        03/31/96             21,674
        03/31/97             25,381
        03/31/98             31,289
</TABLE>
    
 
   
                    VALUE AT MONTHLY INTERVALS OF A $10,000
    
   
                    STIPULATED PAYMENT MADE AUGUST 24, 1988
    
 
                                    [CHART]
 
   
                             PERIOD ENDED MARCH 31
    
   
TEMPLETON FOREIGN FUND**
    
   
Class 1 Shares
    
   
(Division 32)
    
 
- ---------------------------------------------------------------
 
   
INVESTMENT OBJECTIVE
    
 
   
Seeks long-term capital growth. The Fund tries to achieve its investment goal by
a flexible policy of investing in the equity and debt securities of companies
and governments outside the United States.
    
 
   
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             11,698
        03/31/90             14,591
        03/31/91             14,890
        03/31/92             16,417
        03/31/93             17,479
        03/31/94             21,951
        03/31/95             22,007
        03/31/96             25,338
        03/31/97             29,347
        03/31/98             33,289
</TABLE>
    
 
   
                    VALUE AT MONTHLY INTERVALS OF A $10,000
    
   
                     STIPULATED PAYMENT MADE APRIL 1, 1988
    
 
                                    [CHART]
 
   
                             PERIOD ENDED MARCH 31
    
   
    
 
   
 * The Standard Average Annual Total Return for the Templeton Asset Allocation
   Fund -- Class 1 for the 1 and 3 year period and since inception was 18.21%,
   20.02% and 16.63%, respectively.
    
 
   
** The Standard Average Annual Total Return for the Templeton Foreign
   Fund -- Class 1 for the 1 year period and since inception was 8.37% and
   11.61%, respectively.
    
 
                                                                              37
<PAGE>   203
 
   
TEMPLETON INTERNATIONAL FUND*
    
   
Class 1 Shares
    
(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 would be incidental.
 
<TABLE>
<CAPTION>
Annual Value of a $10,000
 Stipulated Payment made
       May 1, 1992          $ Value
- -------------------------   -------
<S>                         <C>
        05/01/92            $10,000
        03/31/93              9,962
        03/31/94             13,115
        03/31/95             13,004
        03/31/96             15,840
        03/31/97             19,234
        03/31/98             24,318
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                      STIPULATED PAYMENT MADE MAY 1, 1992
 
                                    [CHART]
                             PERIOD ENDED MARCH 31
 
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
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
04/01/88                    $10,000
03/31/89                     10,568
03/31/90                     11,665
03/31/91                     13,081
03/31/92                     14,823
03/31/93                     17,409
03/31/94                     17,851
03/31/95                     18,569
03/31/96                     20,858
03/31/97                     21,323
03/31/98                     24,904
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 1, 1988
 
                                    [CHART]
 
                             PERIOD ENDED MARCH 31
 
   
 * The Standard Average Annual Total Return for the Templeton International
   Fund -- Class 1 for the 1 and 3 year period and since inception was 21.36%,
   22.02% and 17.13%, respectively.
    
   
** The Standard Average Annual Total Return for The Vanguard Fixed Income
   Securities Fund -- Long-Term Corporate Portfolio for the 1 year period and
   since inception was 11.73% and 8.03%, respectively.
    
 
 38
<PAGE>   204
 
   
    
 
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
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
04/01/88                    $10,000
03/31/89                     10,579
03/31/90                     11,699
03/31/91                     13,064
03/31/92                     14,383
03/31/93                     16,906
03/31/94                     17,376
03/31/95                     18,018
03/31/96                     20,386
03/31/97                     20,646
03/31/98                     24,338
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 1, 1988
 
                                    [CHART]
                             PERIOD ENDED MARCH 31
VANGUARD LIFESTRATEGY
CONSERVATIVE GROWTH PORTFOLIO**
(Division 54)
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks a high level of income and moderate long-term growth of capital and
income.
 
   
 * The Standard Average Annual Total Return for The Vanguard Fixed Income
   Securities Fund -- Long-Term U.S. Treasury Portfolio for the 1 year period
   and since inception was 12.82% and 8.15%, respectively.
    
   
** The Vanguard LifeStrategy Conservative Growth Division 54 recently commenced
   operations. Accordingly, no performance information is available for the
   Division.
    
 
                                                                              39
<PAGE>   205
 
VANGUARD LIFESTRATEGY
GROWTH PORTFOLIO*
(Division 52)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks to provide growth of capital and income.
 
VANGUARD LIFESTRATEGY
MODERATE GROWTH PORTFOLIO**
(Division 53)
 
- ---------------------------------------------------------------
 
INVESTMENT OBJECTIVE
 
Seeks a reasonable level of income and long-term growth of capital and income.
 
 * The Vanguard LifeStrategy Growth Division 52 recently commenced operations.
   Accordingly, performance is available for the Division.
 
** The Vanguard LifeStrategy Moderate Growth Division 53 recently commenced
   operations. Accordingly, no performance is available for the Division.
 
 40
<PAGE>   206
 
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
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             11,421
        03/31/90             12,531
        03/31/91             13,679
        03/31/92             15,079
        03/31/93             17,249
        03/31/94             17,741
        03/31/95             19,731
        03/31/96             24,773
        03/31/97             27,745
        03/31/98             36,350
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 1, 1988
 
[CHART]
 
                             PERIOD ENDED MARCH 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
      April 1, 1988         $ Value
- -------------------------   -------
<S>                         <C>
        04/01/88            $10,000
        03/31/89             12,400
        03/31/90             13,725
        03/31/91             15,109
        03/31/92             16,375
        03/31/93             19,364
        03/31/94             19,536
        03/31/95             22,012
        03/31/96             29,450
        03/31/97             34,453
        03/31/98             50,168
</TABLE>
 
                    VALUE AT MONTHLY INTERVALS OF A $10,000
                     STIPULATED PAYMENT MADE APRIL 1, 1988
 
[CHART]
 
                             PERIOD ENDED MARCH 31
 
 * The Standard Average Annual Total Return for The Vanguard/Wellington Fund for
   the 1 year period and since inception was 25.94% and 21.11%, respectively.
 
   
** The Standard Average Annual Total Return for The Vanguard/Windsor II for the
   1 year period and since inception was 40.53% and 31.09%, respectively.
    
 
                                                                              41
<PAGE>   207
 
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 Plus 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 Plus 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. In
  the case of an individual variable annuity contract, we will return the
  Purchase Payments, within 5 business days, if the requested information is not
  provided, unless you otherwise so specify.
 
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 the Money Market Division option
  chosen by your employer. 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 option chosen by your employer. 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 Plus.
 
For more information as to
how PURCHASE UNIT VALUES
are calculated, see the
Statement of Additional
Information.
 
 42
<PAGE>   208
 
- --------------------------------------------------------------------------------
 
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 52 investment options offered in Portfolio Director Plus. This
includes 2 Fixed Account Options and 50 Variable Account 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 Plus 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 as permitted by your retirement
program. As noted elsewhere in the prospectus, you will not be permitted to
select from more than 30 Variable Account Options, and in some cases less than
30, depending on your employer's plan and the type of annuity contract selected.
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 Plus 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.
 
                                                                              43
<PAGE>   209
 
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 Plus 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
Plus'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
Plus'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.
 
 44
<PAGE>   210
 
FEES AND CHARGES
- --------------------------------------------------------------------------------
 
By investing in Portfolio Director Plus, 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 Plus 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 that will be deducted from the amount withdrawn. 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.
 
                                                                              45
<PAGE>   211
 
- --------------------------------------------------------------------------------
 
- - 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 Plus 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 0.35% to 0.85% during the Purchase Period and
0.75% 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 Plus. 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
Plus, 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.
 
 46
<PAGE>   212
 
- --------------------------------------------------------------------------------
 
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 Plus 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.
 
                                                                              47
<PAGE>   213
 
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 choose from your existing 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:
 
  - From your existing Variable Account Options (payments will vary); with
 
  - Up to 2 Fixed Account Options (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).
 
 48
<PAGE>   214
 
- --------------------------------------------------------------------------------
 
    - 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".
 
                                                                              49
<PAGE>   215
 
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.
 
   
Under the LOUISIANA OPTIONAL RETIREMENT PLAN retirement benefits must be paid in
the form of a lifetime income, and except for death benefits, single sum
surrenders and partial surrenders out of the plan are not permitted.
    
 
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 Plus. 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
 
 50
<PAGE>   216
 
- --------------------------------------------------------------------------------
 
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 Plus 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.
 
                                                                              51
<PAGE>   217
 
EXCHANGE PRIVILEGE
- --------------------------------------------------------------------------------
 
We issue other fixed and/or variable annuity contracts (other contracts) in
addition to Portfolio Director Plus. These other contracts are listed below. We
will allow you, under certain conditions, to exchange from one of these other
contracts to Portfolio Director Plus. 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. An exchange may require the issuance of a contract or may be subject
to any other requirements that the Company may impose.
 
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 Plus to other contract forms are not
    permitted.
 
  - This exchange privilege is only available for those other contracts listed
    below.
 
Additionally, if you have your money in a fixed account of one of the below
listed other contracts, you must exchange directly into the Fixed Account
Options of Portfolio Director Plus. You will be subject to all of the rules that
apply to the Fixed Account Options in Portfolio Director Plus. 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 Plus.
 
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 Plus.
 
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 Plus 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 Plus 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
Plus.)
 
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 Plus 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 Plus 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 PLUS
 
The following other contracts may be exchanged.
 
  - Portfolio Director and Portfolio Director 2 Contracts
 
  - 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
 
 52
<PAGE>   218
 
- --------------------------------------------------------------------------------
 
Portfolio Director Plus will have the same Account Value (called Accumulation
Value in the other contracts) as the other contracts.
 
COMPARISON OF PORTFOLIO DIRECTOR AND
PORTFOLIO DIRECTOR 2 CONTRACTS TO PORTFOLIO
DIRECTOR PLUS CONTRACTS
 
Portfolio Director, Portfolio Director 2 and Portfolio Director Plus contain the
same provisions except as to the level of fees and as to available Variable
Account Options and certain separate Account Expense Reimbursements. Portfolio
Director, Portfolio Director 2 and Portfolio Director Plus are available to
qualified contracts and certain non-qualified contracts. Portfolio Director 2 is
not available to non-qualified contracts issued to individuals.
 
COMPARISON OF OTHER CONTRACTS
 
You should carefully compare the features, charges and restrictions of the other
contracts to those of Portfolio Director Plus. A more detailed comparison of the
features, charges, and restrictions between each above listed other contract and
Portfolio Director Plus 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 PLUS
 
In deciding whether you want to exercise these exchange privileges, you should
consider the following factors of Portfolio Director Plus.
 
  - Portfolio Director Plus has more investment options to select from.
 
  - Portfolio Director Plus has 16 publicly available mutual funds as investment
    options.
 
  - The Portfolio Director Plus 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 Plus has an Interest Guaranteed Death Benefit.
 
  - Portfolio Director Plus's Fund fees and charges are different than the other
    contracts and in some cases may be higher.
 
  - Different series of Portfolio Director Plus may charge fees higher or lower
    than other series of Portfolio Director Plus.
 
  - Portfolio Director Plus'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,
Portfolio Director Contracts and Portfolio Director 2 Contracts for the
equivalent units of interest in Portfolio Director Plus.
 
Agents and managers of VALIC who enter into the voluntary exchange will not
incur under Portfolio Director Plus any surrender charges or account maintenance
fees. Other individuals who may exchange to Portfolio Director Plus from SA-1,
Independence Plus, Portfolio Director or Portfolio Director 2 Contracts may have
surrender charges and account maintenance fees imposed under Portfolio Director
Plus. 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
 
                                                                              53
<PAGE>   219
 
- --------------------------------------------------------------------------------
 
their purchase payment plan, the participant may choose to:
 
  - Remain in the SA-1 Contract, Independence Plus Contract, Portfolio Director
    Contract or Portfolio Director 2 Contract.
 
  - Leave current assets in the SA-1 Contract, Independence Plus Contract,
    Portfolio Director Contract or Portfolio Director 2 Contract and direct
    future Purchase Payments to Portfolio Director Plus; or
 
  - Transfer all current assets and future Purchase Payments to Portfolio
    Director Plus.
 
If the participant chooses to remain in either the SA-1 Contract, Independence
Plus Contract or Portfolio Director Contract or Portfolio Director 2 Contract,
future Purchase Payments and current assets will be controlled by the provisions
of the SA-1 Contract, Independence Plus Contract, Portfolio Director Contract,
or Portfolio Director 2 Contract, respectively. If the participant chooses to
leave current assets in the SA-1 Contract, the Independence Plus Contract,
Portfolio Director Contract, Portfolio Director 2 Contract and direct future
Purchase Payments to Portfolio Director Plus, the current assets will be
controlled by the provisions of the SA-1 Contract, the Independence Plus
Contract Portfolio Director Contract or Portfolio Director 2 Contract,
respectively. The future Purchase Payments will be controlled by the terms of
Portfolio Director Plus subject to the exception that surrender charges and
account maintenance fees will not be imposed under Portfolio Director Plus. If
the participant chooses to transfer all current assets and future Purchase
Payments to Portfolio Director Plus, such current assets and future Purchase
Payments will be controlled by the provisions of Portfolio Director Plus subject
to the exception that surrender charges and account maintenance fees will not be
imposed under Portfolio Director Plus.
 
Once a participant transfers assets and future Purchase Payments to Portfolio
Director Plus the participant will not be permitted to exchange back to the SA-1
Contract, Independence Plus Contract, Portfolio Director Contract or Portfolio
Director 2 Contract. If a participant chooses to transfer future Purchase
Payments but not current assets to Portfolio Director Plus, the participant will
be allowed at a later date to transfer the current assets to Portfolio Director
Plus. For a complete analysis of the differences between the SA-1 contract, the
Independence Plus Contract or Portfolio Director Contract, Portfolio Director 2
Contract and Portfolio Director Plus, you should refer to the Statement of
Additional Information and the form of the contract or certificate for its terms
and conditions.
 
 54
<PAGE>   220
 
DEATH BENEFITS
- --------------------------------------------------------------------------------
 
Portfolio Director Plus 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 Plus 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 Plus.
 
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 Plus 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 Plus. Investment returns
on Variable Account Options
will be positive or negative
depending on the investment
performance of the
underlying mutual fund.
 
                                                                              55
<PAGE>   221
 
- --------------------------------------------------------------------------------
 
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 Plus 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.
 
 56
<PAGE>   222
 
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 Plus was first available to you. We may therefore,
advertise investment performance since the inception of the underlying Funds. In
each case, we will use the charges and fees imposed by Portfolio Director Plus
in calculating the Division's investment performance.
 
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 figures are based on the average percentage
change in the value of an investment in a corresponding Division for a different
series of Portfolio Director Plus from the beginning to the end of the given
historical periods shown and have been restated to take into account the fees
and charges under this series of Portfolio Director Plus. 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 Plus 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. The
Securities and Exchange Commission staff takes the position that performance of
an underlying Fund reduced by Account fees for a period prior to the inception
of the corresponding Division is nonstandard performance information regardless
of whether all Account fees and charges are deducted.
 
CUMULATIVE TOTAL RETURN
 
Cumulative Total Return assumes the investment in Portfolio Director Plus 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 Plus. 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 Plus.
 
For more information on how
TOTAL RETURN PERFORMANCE
INFORMATION is calculated,
see the Statement of
Additional Information.
 
                                                                              57
<PAGE>   223
 
- --------------------------------------------------------------------------------
 
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 Plus 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 and American General Money Market Divisions
 
We may advertise the AGSPC Money Market and American General Money Market
Divisions' Current Yield and Effective Yield.
 
The Current Yield refers to the income produced by an investment in the AGSPC
Money Market or American General Money Market Divisions 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. For the
AGSPC Money Market Division the 7-day Current Yield for the last 7 days ended
March 31, 1998 was 4.47%.
 
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. For the AGSPC Money Market Division the 7-day Effective Yield for the
last 7 days ended March 31, 1998 was 4.57%.
 
DIVISIONS OTHER THAN THE AGSPC MONEY MARKET AND AMERICAN GENERAL MONEY MARKET
DIVISIONS
 
We may advertise the standardized yield performance for each Division other than
the AGSPC Money Market and American General Money Market Divisions. 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 six tables below.
 
The information presented does not reflect the advantage under Portfolio
Director Plus 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 0.35% 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.
 
 58
<PAGE>   224
 
                                                                         TABLE I
 
                          AVERAGE ANNUAL TOTAL RETURN
           WITH SURRENDER CHARGE AND ACCOUNT MAINTENANCE FEE IMPOSED*
          (FROM SEPARATE ACCOUNT DIVISION INCEPTION TO MARCH 31, 1998)
 
   
<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 Asset Allocation (Division 5)(2)...........  09/06/83          --       10.57%      12.44%     18.57%    25.54%
AGSPC Capital Conservation (Division 7)..........  01/16/86          --        6.92        4.73       6.60      5.78
AGSPC Government Securities (Division 8).........  01/16/86          --        6.96        4.42       6.05      5.75
AGSPC Growth (Division 15).......................  04/29/94       25.03%         --          --      28.52     42.10
AGSPC Growth & Income (Division 16)..............  04/29/94       20.28          --          --      24.00     31.14
AGSPC International Equities (Division 11).......  10/02/89        4.43          --       10.27       8.74     12.85
AGSPC International Government Bond (Division
  13)............................................  10/01/91        6.72          --        4.42     (0.70)     (3.61)
AGSPC MidCap Index (Division 4)***...............  10/01/91      +17.79          --      +17.73     +26.06     42.50
AGSPC Money Market (Division 6)..................  01/16/86          --        4.76        3.01       2.97     (0.15)
AGSPC Science & Technology (Division 17).........  04/29/94       27.50          --          --      23.11     29.39
AGSPC Small Cap Index (Division 14)..............  05/01/92       16.09          --      +15.51     +22.26     35.63
AGSPC Social Awareness (Division 12).............  10/02/89       15.79          --       20.32      31.49     41.43
AGSPC Stock Index (Division 10)..................  04/20/87          --       17.26       20.66      30.67     41.59
American Century -- Twentieth Century Ultra
  (Division 31)..................................  07/01/96       22.29          --          --         --     39.87
Dreyfus Variable Investment Fund
  Dreyfus Small Cap Portfolio (Division 18)......  07/11/94       19.30          --          --      20.36     32.46
Founders Growth (Division 30)....................  07/01/96       21.97          --          --         --     36.91
Neuberger&Berman Guardian Trust (Division 29)....  07/01/96       23.23          --          --         --     27.49
Putnam Global Growth (Division 28)...............  07/01/96       17.25          --          --         --     23.22
Putnam New Opportunities (Division 26)...........  07/01/96       15.08          --          --         --     47.76
Putnam OTC & Emerging Growth (Division 27).......  07/01/96        4.77          --          --         --     46.12
Scudder Growth and Income (Division 21)(1).......  07/01/96       29.70          --          --         --     36.73
Templeton Foreign -- Class 1 (Division 32).......  07/01/96       11.61          --          --         --      8.37
Templeton Variable Products Series Fund
  Templeton Asset Allocation -- Class 1 (Division
     19).........................................  07/11/94       16.63          --          --      20.02     18.21
  Templeton International -- Class 1 (Division
     20).........................................  07/11/94       17.13          --          --      22.02     21.36
Vanguard Fixed Income Securities Fund --
  Long-Term Corporate Portfolio (Division
  22)**..........................................  07/01/96        8.03          --          --         --     11.73
Vanguard Fixed Income Securities Fund --
  Long-Term U.S. Treasury Portfolio (Division
  23)**..........................................  07/01/96        8.15          --          --         --     12.82
Vanguard/Wellington (Division 25)................  07/01/96       21.11          --          --         --     25.94
Vanguard/Windsor II (Division 24)................  07/01/96       31.09          --          --         --     40.53
</TABLE>
    
 
- ---------------
 
  * The Standard Average Annual Total Return figures are based on the average
    percentage change in the value of an investment in a corresponding Division
    for a different series of Portfolio Director Plus from the beginning to the
    end of the historical periods shown and have been restated to take into
    account the fees and charges under this series of Portfolio Director Plus.
 
 ** 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.
 
*** On 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. The performance figures for the AGSPC MidCap Index
    Division reflect the performance of the MidCap Index Fund since October 1,
    1991.
 
(1) The Fund adopted its current name and objective on November 13, 1984. Its
    predecessor commenced operations on May 31, 1929.
 
(2) The AGSPC Asset Allocation Fund was formerly known as the Timed Opportunity
    Fund.
 
                                                                              59
<PAGE>   225
 
                                                                        TABLE II
                          AVERAGE ANNUAL TOTAL RETURN
           WITH SURRENDER CHARGE AND ACCOUNT MAINTENANCE FEE IMPOSED*
               (FROM UNDERLYING FUND INCEPTION TO MARCH 31, 1998)
 
   
<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            --       21.58%      19.90%      26.74%      39.87%
Dreyfus Variable Investment Fund
  Dreyfus Small Cap Portfolio (Division 18)............  08/31/90         42.95%         --       24.15       20.36       32.46
Founders Growth (Division 30)..........................  01/05/62            --       18.70       21.53       29.07       36.91
Neuberger&Berman Guardian Trust (Division 29)..........  08/03/93         17.84          --          --       21.87       27.49
Putnam Global Growth (Division 28).....................  09/01/67            --       11.61       14.96       19.23       23.22
Putnam New Opportunities (Division 26).................  08/31/90         29.14          --       24.57       25.82       47.76
Putnam OTC & Emerging Growth (Division 27).............  11/01/82            --       17.29       21.54       21.94       46.12
Scudder Growth and Income (Division 21)(1).............  11/13/84            --       16.80       19.91       28.23       36.73
Templeton Foreign -- Class 1 (Division 32).............  10/05/82            --       12.72       13.08       13.45        8.37
Templeton Variable Products Series Fund
  Templeton Asset Allocation -- Class 1 (Division
     19)...............................................  08/24/88         12.46          --       15.13       20.02       18.21
  Templeton International -- Class 1 (Division 20).....  05/01/92         16.13          --       18.98       22.02       21.36
Vanguard Fixed Income Securities Fund --
  Long-Term Corporate Portfolio (Division 22)**........  07/09/73            --        9.49        6.60        8.83       11.73
Vanguard Fixed Income Securities Fund --
  Long-Term U.S. Treasury Portfolio (Division 23)**....  05/19/86            --        9.24        6.74        9.10       12.82
Vanguard/Wellington (Division 25)......................  07/01/29            --       13.71       15.46       21.40       25.94
Vanguard/Windsor II (Division 24)......................  06/24/85            --       17.44       20.43       30.56       40.53
</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 for the above funds 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) The Fund adopted its current name and objective on November 13, 1984. Its
    predecessor commenced operations on May 31, 1929.
 
 60
<PAGE>   226
 
                                                                       TABLE III
                          AVERAGE ANNUAL TOTAL RETURN
          WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED*
          (FROM SEPARATE ACCOUNT DIVISION INCEPTION TO MARCH 31, 1998)
 
   
<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 Asset Allocation (Division 5).........................  09/06/83         --      10.63%     13.16%    19.82%   30.61%
AGSPC Capital Conservation (Division 7).....................  01/16/86         --       6.98       5.61      8.11    10.83
AGSPC Government Securities (Division 8)....................  01/16/86         --       7.02       5.31      7.57    10.80
AGSPC Growth (Division 15)..................................  04/29/94      25.76%        --         --     29.59    47.19
AGSPC Growth & Income (Division 16).........................  04/29/94      21.09         --         --     25.15    36.21
AGSPC International Equities (Division 11)..................  10/02/89       4.49         --      11.00     10.20    17.91
AGSPC International Government Bond (Division 13)...........  10/01/91       6.78         --       5.31      0.89     0.98
AGSPC MidCap Index (Division 4)***..........................  10/01/91      17.85         --      18.31     27.17    47.58
AGSPC Money Market (Division 6).............................  01/16/86         --       4.82       3.94      4.58     4.61
AGSPC Science & Technology (Division 17)....................  04/29/94      28.19         --         --     24.27    34.47
AGSPC Small Cap Index (Division 14).........................  05/01/92      16.16         --      16.13     23.44    40.71
AGSPC Social Awareness (Division 12)........................  10/02/89      15.85         --      20.86     32.53    46.52
AGSPC Stock Index (Division 10).............................  04/20/87         --      17.32      21.20     31.71    46.68
American Century -- Twentieth Century Ultra (Division 31)...  07/01/96      24.80         --         --        --    44.95
Dreyfus Variable Investment Fund
  Dreyfus Small Cap Portfolio (Division 18).................  07/11/94      20.19         --         --     21.57    37.53
Founders Growth (Division 30)...............................  07/01/96      24.49         --         --        --    41.99
Neuberger&Berman Guardian Trust (Division 29)...............  07/01/96      25.72         --         --        --    32.56
Putnam Global Growth (Division 28)..........................  07/01/96      19.83         --         --        --    28.29
Putnam New Opportunities (Division 26)......................  07/01/96      17.70         --         --        --    52.84
Putnam OTC & Emerging Growth (Division 27)..................  07/01/96       7.56         --         --        --    51.20
Scudder Growth and Income (Division 21).....................  07/01/96      32.10         --         --        --    41.81
Templeton Foreign Fund -- Class 1 (Division 32).............  07/01/96      14.29         --         --        --    13.43
Templeton Variable Products Series Fund
  Templeton Asset Allocation -- Class 1 (Division 19).......  07/11/94      17.57         --         --     21.23    23.27
  Templeton International -- Class 1 (Division 20)..........  07/11/94      18.06         --         --     23.20    26.43
Vanguard Fixed Income Securities Fund -- Long-Term Corporate
  Portfolio (Division 22)**.................................  07/01/96      10.76         --         --        --    16.79
Vanguard Fixed Income Securities Fund -- Long-Term U.S.
  Treasury Portfolio (Division 23)**........................  07/01/96      10.88         --         --        --    17.88
Vanguard/Wellington (Division 25)...........................  07/01/96      23.63         --         --        --    31.01
Vanguard/Windsor II (Division 24)...........................  07/01/96      33.48         --         --        --    45.61
</TABLE>
    
 
- ---------------
 
  * The Average Annual Total Return figures are based on the average percentage
    change in the value of an investment in a corresponding Division for a
    different series of Portfolio Director Plus from the beginning to the end of
    the historical periods shown and have been restated to take into account the
    fees and charges under this series of Portfolio Director Plus other than the
    surrender charge and account maintenance fee.
 
 ** 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.
 
*** On 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. The performance figures for the AGSPC MidCap Index
    Division reflect the performance of the MidCap Index Fund since October 1,
    1991.
 
                                                                              61
<PAGE>   227
 
                                                                        TABLE IV
                          AVERAGE ANNUAL TOTAL RETURN
   
          WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED*
    
               (FROM UNDERLYING FUND INCEPTION TO MARCH 31, 1998)
 
   
<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         --      21.63%     20.44%    27.84%   44.95%
Dreyfus Variable Investment Fund
  Dreyfus Small Cap Portfolio (Division 18).................  08/31/90      42.99%        --      24.64     21.57    37.53
Founders Growth (Division 30)...............................  01/05/62         --      18.76      22.05     30.14    41.99
Neuberger&Berman Guardian Trust (Division 29)...............  08/03/93      18.49         --         --     23.05    32.56
Putnam Global Growth (Division 28)..........................  09/01/67         --      11.67      15.59     20.46    28.29
Putnam New Opportunities (Division 26)......................  08/31/90      29.20         --      25.05     26.94    52.84
Putnam OTC & Emerging Growth (Division 27)..................  11/01/82         --      17.35      22.06     23.12    51.20
Scudder Growth and Income (Division 21)(1)..................  11/13/84      20.90      16.86      20.45     29.31    41.81
Templeton Foreign -- Class 1 (Division 32)..................  10/05/82         --      12.78      13.75     14.79    13.43
Templeton Variable Products Series Fund
  Templeton Asset Allocation -- Class 1 (Division 19).......  08/24/88      12.52         --      15.76     21.23    23.27
  Templeton International -- Class 1 (Division 20)..........  05/01/92      16.20         --      19.54     23.20    26.43
Vanguard Fixed Income Securities Fund --
  Long-Term Corporate Portfolio (Division 22)**.............  07/09/73         --       9.55       7.42     10.28    16.79
Vanguard Fixed Income Securities Fund --
  Long-Term U.S. Treasury Portfolio (Division 23)**.........  05/19/86         --       9.30       7.56     10.54    17.88
Vanguard/Wellington (Division 25)...........................  07/01/29         --      13.78      16.08     22.59    31.01
Vanguard/Windsor II (Division 24)...........................  06/24/85         --      17.50      20.97     31.60    45.61
</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 for the above Funds 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.
 
 62
<PAGE>   228
 
                                                                         TABLE V
                               CUMULATIVE RETURN
          WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED*
          (FROM SEPARATE ACCOUNT DIVISION INCEPTION TO MARCH 31, 1998)
 
   
<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 Asset Allocation (Division 5).........................  09/06/83         --      174.61%    85.22%    72.00%   30.61%
AGSPC Capital Conservation (Division 7).....................  01/16/86         --       96.33     31.36     26.35    10.83
AGSPC Government Securities (Division 8)....................  01/16/86         --       97.10     29.49     24.47    10.80
AGSPC Growth (Division 15)..................................  04/29/94     145.62%         --        --    117.63    47.19
AGSPC Growth & Income (Division 16).........................  04/29/94     111.70          --        --     96.01    36.21
AGSPC International Equities (Division 11)..................  10/02/89      45.21          --     68.53     33.81    17.91
AGSPC International Government Bond (Division 13)...........  10/01/91      53.18          --     29.50      2.69     0.98
AGSPC MidCap Index (Division 4)***..........................  10/01/91     190.89          --    131.77    105.66    47.58
AGSPC Money Market (Division 6).............................  01/16/86         --       60.12     21.30     14.37     4.61
AGSPC Science & Technology (Division 17)....................  04/29/94     164.76          --        --     91.89    34.47
AGSPC Small Cap Index (Division 14).........................  05/01/92     142.69          --    111.25     88.07    40.71
AGSPC Social Awareness (Division 12)........................  10/02/89     249.25          --    157.88    132.75    46.52
AGSPC Stock Index (Division 10).............................  04/20/87         --      394.06    161.52    128.47    46.68
American Century -- Twentieth Century Ultra (Division 31)...  07/01/96      47.36          --        --        --    44.95
Dreyfus Variable Investment Fund
  Dreyfus Small Cap Portfolio (Division 18).................  07/11/94      98.21          --        --     79.68    37.53
Founders Growth (Division 30)...............................  07/01/96      46.71          --        --        --    41.99
Neuberger&Berman Guardian Trust (Division 29)...............  07/01/96      49.27          --        --        --    32.56
Putnam Global Growth (Division 28)..........................  07/01/96      37.25          --        --        --    28.29
Putnam New Opportunities (Division 26)......................  07/01/96      33.00          --        --        --    52.84
Putnam OTC & Emerging Growth (Division 27)..................  07/01/96      13.60          --        --        --    51.20
Scudder Growth and Income (Division 21).....................  07/01/96      62.78          --        --        --    41.81
Templeton Foreign -- Class 1 (Division 32)..................  07/01/96      26.33          --        --        --    13.43
Templeton Variable Products Series Fund
  Templeton Asset Allocation -- Class 1 (Division 19).......  07/11/94      82.59          --        --     78.17    23.27
  Templeton International -- Class 1 (Division 20)..........  07/11/94      85.45          --        --     87.00    26.43
Vanguard Fixed Income Securities Fund --
  Long-Term Corporate Portfolio (Division 22)**.............  07/01/96      19.59          --        --        --    16.79
Vanguard Fixed Income Securities Fund --
  Long-Term U.S. Treasury Portfolio (Division 23)**.........  07/01/96      19.81          --        --        --    17.88
Vanguard/Wellington (Division 25)...........................  07/01/96      44.96          --        --        --    31.01
Vanguard/Windsor II (Division 24)...........................  07/01/96      65.75          --        --        --    45.61
</TABLE>
    
 
- ---------------
 
  * The Cumulative Return figures are based on the percentage changes in the
    value of an investment in a corresponding Division for a different series of
    Portfolio Director Plus from the beginning to the end of the historical
    periods shown and have been restated to take into account the fees and
    charges under this series of Portfolio Director Plus other than the
    surrender charge and account maintenance fee.
 
 ** 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.
 
*** On 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. The performance figures for the AGSPC MidCap Index
    Division reflect the performance of the MidCap Index Fund since October 1,
    1991.
 
                                                                              63
<PAGE>   229
 
                                                                        TABLE VI
                               CUMULATIVE RETURN
          WITH NO SURRENDER CHARGE OR ACCOUNT MAINTENANCE FEE IMPOSED*
               (FROM UNDERLYING FUND INCEPTION TO MARCH 31, 1998)
 
   
<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          --     608.88%   153.48%   108.95%   44.95%
Dreyfus Variable Investment Fund
  Dreyfus Small Cap Portfolio (Division 18).................  08/31/90     1404.07%        --    200.80     79.68    37.53
Founders Growth (Division 30)...............................  01/05/62          --     457.88    170.85    120.40    41.99
Neuberger&Berman Guardian Trust (Division 29)(1)............  08/03/93      120.44         --        --     86.33    32.56
Putnam Global Growth (Division 28)..........................  09/01/67          --     201.59    106.35     74.80    28.29
Putnam New Opportunities (Division 26)......................  08/31/90      597.21         --    205.79    104.53    52.84
Putnam OTC & Emerging Growth (Division 27)..................  11/01/82          --     395.33    170.97     86.64    51.20
Scudder Growth and Income (Division 21)(2)..................  11/13/84          --     375.08    153.58    116.20    41.81
Templeton Foreign -- Class 1 (Division 32)..................  10/05/82          --     232.89     90.46     51.27    13.43
Templeton Variable Products Series Fund
  Templeton Asset Allocation -- Class 1 (Division 19).......  08/24/88      212.89         --    107.87     78.17    23.27
  Templeton International -- Class 1 (Division 20)..........  05/01/92      143.18         --    144.11     87.00    26.43
Vanguard Fixed Income Securities Fund --
  Long-Term Corporate Portfolio (Division 22)**.............  07/09/73          --     149.04     43.05     34.12    16.79
Vanguard Fixed Income Securities Fund --
  Long-Term U.S. Treasury Portfolio (Division 23)**.........  05/19/86          --     143.38     43.96     35.08    17.88
Vanguard/Wellington (Division 25)...........................  07/01/29          --     263.50    110.74     84.22    31.01
Vanguard/Windsor II (Division 24)...........................  06/24/85          --     401.68    159.08    127.91    45.61
</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 for the above Funds 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.
 
 64
<PAGE>   230
 
OTHER CONTRACT FEATURES
- --------------------------------------------------------------------------------
 
CHANGES THAT MAY NOT BE MADE
 
The following terms in Portfolio Director Plus 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 Plus 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.
 
                                                                              65
<PAGE>   231
 
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
Plus 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 Plus
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.
 
 66
<PAGE>   232
 
FEDERAL TAX MATTERS
- --------------------------------------------------------------------------------
 
Portfolio Director Plus 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 Plus 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 Plus 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 Plus is also available through "Non-Qualified
Contracts." Such Non-Qualified Contracts generally include unfunded,
nonqualified deferred compensation plans of corporate employers as well as
individual annuity contracts issued to individuals outside of the context of any
formal employer or employee retirement plan or arrangement. Non-Qualified
Contracts generally may invest only in mutual funds which are not available to
the general public outside of annuity contracts or life insurance contracts.
 
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 Plus 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.
 
Transfers among investment options within a variable annuity contract generally
are not taxed at the time of such a transfer. However, in 1986 the Internal
Revenue Service (IRS) indicated that limitations might be imposed with respect
to either the number of investment options available within a contract, or the
frequency of transfers between investment options, or both, in order for the
contract to be treated as an annuity contract for federal income tax purposes.
If imposed, such limitations could be applied to qualified contracts as well as
nonqualified contracts, and VALIC can provide no assurance that such limitations
would not be imposed on a retroactive basis to contracts issued under this
prospectus. However, VALIC has no present indications that the IRS intends to
impose such limitations, or what the terms or scope of those limitations might
be.
 
Distributions are taxed differently depending on the program through which
Portfolio Director Plus 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
 
                                                                              67
<PAGE>   233
 
- --------------------------------------------------------------------------------
 
may be subject to state income tax withholding requirements.
 
It is the opinion of VALIC and its tax counsel that a Qualified Contract
described in Section 403(a), 403(b), or 408(b) of the Code does not lose its
deferred tax treatment if purchase payments under the contract are invested in
publicly available mutual funds. In a ruling published in 1981, the Internal
Revenue Service ("IRS") had taken the position that, where purchase payments
under a variable annuity contract are invested in publicly available mutual
funds, the contract owner should be treated as the owner of the mutual fund
shares, and deferred tax treatment under the contract should not be available.
In the opinion of VALIC and its tax counsel, the 1981 ruling has been superseded
by subsequent legislation (Code Section 817(h)) which specifically exempts these
Qualified Contracts, and the IRS has no viable legal basis or reason to apply
the theory of the 1981 ruling to these Qualified Contracts under current law.
Although Valic can provide no assurance that the IRS will not 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 if
such a challenge were made.
 
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
how ownership of the Mutual Fund shares might be imputed for federal income tax
purposes.
 
Investment earnings on contributions to Non-Qualified Contracts which are not
owned by natural persons 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 Plus 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 (0.35% - 0.85% during the purchase period and 0.75% - 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.
 
 68
<PAGE>   234
 
- --------------------------------------------------------------------------------
 
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-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.
 
                                                                              69
<PAGE>   235
 
YEAR 2000
- --------------------------------------------------------------------------------
 
YEAR 2000 RISKS
 
VALIC is in the process of modifying its systems to achieve Year 2000 readiness.
This endeavor is directed and managed by VALIC and monitored by the parent
company, American General Corporation. VALIC has developed clearly defined and
documented plans that have been implemented to minimize the risk of significant
negative impact on its operations.
 
These plans include the following activities: (1) perform an inventory of
VALIC's information technology and non-information technology systems; (2)
assess which items in the inventory may expose VALIC to business interruptions
due to Year 2000 issues; (3) test systems for Year 2000 readiness; (4) reprogram
or replace systems that are not Year 2000 ready; and (5) return the systems to
operation. VALIC expects to complete the forgoing activities for all critical
business systems relevant to VALIC Separate Account A by December 1998.
 
In addition, VALIC has business relationships with various third parties, each
of which must also be Year 2000 ready. Therefore, VALIC's plans also include
assessing and attempting to mitigate the risks associated with the potential
failure of third parties to achieve Year 2000 readiness. Due to the various
stages of the third parties' Year 2000 readiness, VALIC's efforts in this regard
will extend through 1999.
 
Through June 30, 1998 VALIC has incurred and expensed $13 million (pretax)
related to Year 2000 readiness, including $6.5 million incurred during the first
six months of 1998. VALIC currently anticipates that it will incur future costs
of $3 million (pretax) for additional internal staff, third party vendors, and
other expenses to achieve Year 2000 readiness.
 
Due to the magnitude and complexity of this project, risks and uncertainties
exist. If conversion of VALIC's systems is not completed on a timely basis (due
to non-performance by significant third-party vendors or other unforeseen
circumstances), or if significant third parties fail to achieve Year 2000
readiness on a timely basis, the Year 2000 issue could have a material adverse
impact on the operations of VALIC and VALIC Separate Account A.
 
 70
<PAGE>   236
 
                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>   237
 
                      (This page intentionally left blank)
<PAGE>   238
 
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
Plus).
 
                             (Please Print or Type)
 
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                       <C>
 
   Name:                                                  G.A. #
   Address:                                               Policy #
   Social Security Number:
- -------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>   239
 
                      (This page intentionally left blank)
<PAGE>   240
 
                CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
 
<TABLE>
<CAPTION>
                                                      PAGE
                                                      ----
<S>                                                   <C>
General Information.................................    4
    Marketing Information...........................    4
    Endorsements and Published Ratings..............    8
Types of Variable Annuity Contracts.................    9
Federal Tax Matters.................................    9
    Tax Consequences of Purchase Payments...........    9
    Tax Consequences of Distributions...............   11
    Special Tax Consequences -- Early
      Distribution..................................   12
    Special Tax Consequences -- Required
      Distributions.................................   13
    Tax Free Rollovers, Transfers and Exchanges.....   14
Exchange Privilege..................................   14
    Exchanges From Portfolio Director...............   14
    Exchanges From Portfolio Director 2.............   15
    Exchanges From Independence Plus Contracts......   16
    Exchanges From V-Plan Contracts.................   17
    Exchanges From SA-1 and SA-2 Contracts..........   18
    Exchanges From Impact Contracts.................   19
    Exchanges From Compounder Contracts.............   20
    Information Which May Be Applicable To Any
      Exchange......................................   20
Calculation of Surrender Charge.....................   22
    Illustration of Surrender Charge on Total
      Surrender.....................................   22
    Illustration of Surrender Charge on a 10%
      Partial Surrender Followed by a Full
      Surrender.....................................   22
Purchase Unit Value.................................   23
    Illustration of Calculation of Purchase Unit
      Value.........................................   23
    Illustration of Purchase of Purchase Units......   23
Performance Calculations............................   23
    AGSPC Money Market and American General Money
      Market Divisions Yields.......................   23
    Calculation of Current Yield for AGSPC Money
      Market Division Six...........................   23
    Illustration of Calculation of Current Yield for
      AGSPC Money Market Division Six...............   23
    Calculation of Effective Yield for AGSPC Money
      Market Division Six...........................   24
    Illustration of Calculation of Effective Yield
      for AGSPC Money Market Division Six...........   24
Standardized Yield for Bond Fund Divisions..........   24
    Calculation of Standardized Yield for Bond Fund
      Divisions.....................................   24
    Illustration of Calculation of Standardized
      Yield for Bond Fund Divisions.................   24
    Calculation of Average Annual Total Return......   25
Performance Information.............................   26
    Hypothetical $10,000 Account Value and
      Cumulative Return as Compared to Benchmark
      Tables........................................   26
    Performance Compared to Market Indices..........   26
    AGSPC Asset Allocation Division Five............   30
    AGSPC Capital Conservation Division Seven.......   31
    AGSPC Government Securities Division Eight......   32
    AGSPC Growth Division Fifteen...................   33
    AGSPC Growth & Income Division Sixteen..........   33
    AGSPC International Equities Division Eleven....   34
    AGSPC International Government Bond Division
      Thirteen......................................   34
    AGSPC MidCap Index Division Four................   35
    AGSPC Money Market Division Six.................   36
    AGSPC Science & Technology Division Seventeen...   36
    AGSPC Small Cap Index Division Fourteen.........   37
    AGSPC Social Awareness Division Twelve..........   37
    AGSPC Stock Index Division Ten..................   38
    American Century -- Twentieth Century Ultra
      Division Thirty-One...........................   39
</TABLE>
 
<TABLE>
<CAPTION>
                                                      PAGE
                                                      ----
<S>                                                   <C>
    American General Balanced Division Forty-Two....   40
    American General Conservative Growth Lifestyle
      Division Fifty................................   40
    American General Core Bond Division
      Fifty-Eight...................................   40
    American General Domestic Bond Division
      Forty-Three...................................   40
    American General Growth Lifestyle Division
      Forty-Eight...................................   40
    American General High Yield Bond Division
      Sixty.........................................   40
    American General International Growth Division
      Thirty-Three..................................   40
    American General International Value Division
      Thirty-Four...................................   40
    American General Large Cap Growth Division
      Thirty-Nine...................................   40
    American General Large Cap Value Division
      Forty.........................................   40
    American General Mid Cap Growth Division Thirty-
      Seven.........................................   41
    American General Mid Cap Value Division Thirty-
      Eight.........................................   41
    American General Moderate Lifestyle Division
      Forty-Nine....................................   41
    American General Money Market Division
      Forty-Four....................................   41
    American General Small Cap Growth Division
      Thirty-Five...................................   41
    American General Small Cap Value Division
      Thirty-Six....................................   41
    American General Socially Responsible Division
      Forty-One.....................................   41
    American General Strategic Bond Division Fifty-
      Nine..........................................   41
    Dreyfus Small Cap Division Eighteen.............   42
    Founders Growth Division Thirty.................   43
    Neuberger&Berman Guardian Trust Division
      Twenty-Nine...................................   44
    Putnam Global Growth Division Twenty-Eight......   45
    Putnam New Opportunities Division Twenty-Six....   46
    Putnam OTC & Emerging Growth Division
      Twenty-Seven..................................   47
    Scudder Growth and Income Division Twenty-One...   47
    T. Rowe Price Small-Cap Stock Division
      Fifty-One.....................................   48
    Templeton Asset Allocation Division Nineteen....   48
    Templeton Foreign Division Thirty-Two...........   49
    Templeton International Division Twenty.........   50
    Vanguard LifeStrategy Conservative Growth
      Portfolio Division Fifty-Four.................   51
    Vanguard Fixed Income Securities
      Fund -- Long-Term Corporate Portfolio Division
      Twenty-Two....................................   52
    Vanguard Fixed Income Securities
      Fund -- Long-Term U.S. Treasury Portfolio
      Division Twenty-Three.........................   53
    Vanguard LifeStrategy Growth Portfolio Division
      Fifty-Two.....................................   54
    Vanguard LifeStrategy Moderate Growth Portfolio
      Division Fifty-Three..........................   54
    Vanguard/Wellington Division Twenty-Five........   55
    Vanguard/Windsor II Division Twenty-Four........   55
Payout Payments.....................................   56
    Assumed Investment Rate.........................   56
    Amount of Payout Payments.......................   56
    Payout Unit Value...............................   56
    Illustration of Calculation of Payout Unit
      Value.........................................   57
    Illustration of Payout Payments.................   57
Distribution of Variable Annuity Contracts..........   58
Experts.............................................   58
Comments on Financial Statements....................   59
</TABLE>
<PAGE>   241
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                 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
2450 Venture Oaks Way
Suite 220
Sacramento, CA 95833
(916) 646-3004
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
110 University Park Dr.
Suite 110
Winter Park, FL 32792
(407) 679-1090
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>   242
 
                                  [VALIC LOGO]
 
                                 PRINTED MATTER
                    PRINTED IN U.S.A.  VA 10855-40  REV 9/98
         (C)The Variable Annuity Life Insurance Company, Houston, Texas
 
                                                            Recycled Paper  LOGO
<PAGE>   243
 
                  THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
 
                               SEPARATE ACCOUNT A
                       UNITS OF INTEREST UNDER GROUP AND
                     INDIVIDUAL VARIABLE ANNUITY CONTRACTS
                           PORTFOLIO DIRECTOR(R) PLUS
                              FOR SERIES 1 TO 12,
                              SERIES 1.20 TO 12.20
                            AND SERIES 1.40 TO 12.40
 
      --------------------------------------------------------------------
 
                      STATEMENT OF ADDITIONAL INFORMATION
      --------------------------------------------------------------------
 
                                FORM N-4 PART B
                               SEPTEMBER 22, 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 Plus dated September 22, 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 Plus is composed of Contract Forms UIT-194, UITG-194,
  UITN-194, UIT-IRA-194, and UIT-SEP-194.)
 
                                       1
<PAGE>   244
 
                               TABLE OF CONTENTS
 
<TABLE>
<S>                                                           <C>
General Information.........................................    4
  Marketing Information.....................................    4
  Endorsements and Published Ratings........................    8
Types of Variable Annuity Contracts.........................    9
Federal Tax Matters.........................................    9
  Tax Consequences of Purchase Payments.....................    9
  Tax Consequences of Distributions.........................   11
  Special Tax Consequences -- Early Distribution............   12
  Special Tax Consequences -- Required Distributions........   13
  Tax Free Rollovers, Transfers and Exchanges...............   14
Exchange Privilege..........................................   14
  Exchanges from Portfolio Director.........................   14
  Exchanges from Portfolio Director 2.......................   15
  Exchanges From Independence Plus Contracts................   16
  Exchanges From V-Plan Contracts...........................   17
  Exchanges From SA-1 and SA-2 Contracts....................   18
  Exchanges From Impact Contracts...........................   19
  Exchanges From Compounder Contracts.......................   20
  Information Which May Be Applicable To Any Exchange.......   20
Calculation of Surrender Charge.............................   22
  Illustration of Surrender Charge on Total Surrender.......   22
  Illustration of Surrender Charge on a 10% Partial
     Surrender Followed by a Full Surrender.................   22
Purchase Unit Value.........................................   23
  Illustration of Calculation of Purchase Unit Value........   23
  Illustration of Purchase of Purchase Units................   23
Performance Calculations....................................   23
  AGSPC Money Market and American General Money Market
     Divisions Yields.......................................   23
  Calculation of Current Yield for AGSPC Money Market
     Division Six...........................................   23
  Illustration of Calculation of Current Yield for AGSPC
     Money Market Division Six..............................   23
  Calculation of Effective Yield for AGSPC Money Market
     Division Six...........................................   24
  Illustration of Calculation of Effective Yield for AGSPC
     Money Market Division Six..............................   24
Standardized Yield for Bond Fund Divisions..................   24
  Calculation of Standardized Yield for Bond Fund
     Divisions..............................................   24
  Illustration of Calculation of Standardized Yield for Bond
     Fund Divisions.........................................   24
  Calculation of Average Annual Total Return................   25
Performance Information.....................................   26
  Hypothetical $10,000 Account Value and Cumulative Return
     as Compared to Benchmark Tables........................   26
  Performance Compared to Market Indices....................   26
  AGSPC Asset Allocation Division Five......................   30
  AGSPC Capital Conservation Division Seven.................   31
  AGSPC Government Securities Division Eight................   32
  AGSPC Growth Division Fifteen.............................   33
  AGSPC Growth & Income Division Sixteen....................   33
  AGSPC International Equities Division Eleven..............   34
  AGSPC International Government Bond Division Thirteen.....   34
  AGSPC MidCap Index Division Four..........................   35
  AGSPC Money Market Division Six...........................   36
  AGSPC Science & Technology Division Seventeen.............   36
  AGSPC Small Cap Index Division Fourteen...................   37
  AGSPC Social Awareness Division Twelve....................   37
  AGSPC Stock Index Division Ten............................   38
  American Century -- Twentieth Century Ultra Division
     Thirty-One.............................................   39
  American General Balanced Division Forty-Two..............   40
</TABLE>
 
                                        2
<PAGE>   245
 
<TABLE>
<S>                                                                                                           <C>
  American General Conservative Growth Lifestyle Division Fifty.............................................         40
  American General Core Bond Division Fifty-Eight...........................................................         40
  American General Domestic Bond Division Forty-Three.......................................................         40
  American General Growth Lifestyle Division Forty-Eight....................................................         40
  American General High Yield Bond Division Sixty...........................................................         40
  American General International Growth Division Thirty-Three...............................................         40
  American General International Value Division Thirty-Four.................................................         40
  American General Large Cap Growth Division Thirty-Nine....................................................         40
  American General Large Cap Value Division Forty...........................................................         40
  American General Mid Cap Growth Division Thirty-Seven.....................................................         41
  American General Mid Cap Value Division Thirty-Eight......................................................         41
  American General Moderate Growth Lifestyle Division Forty-Nine............................................         41
  American General Money Market Division Forty-Four.........................................................         41
  American General Small Cap Growth Division Thirty-Five....................................................         41
  American General Small Cap Value Division Thirty-Six......................................................         41
  American General Socially Responsible Division Forty-One..................................................         41
  American General Strategic Bond Division Fifty-Nine.......................................................         41
  Dreyfus Small Cap Division Eighteen.......................................................................         42
  Founders Growth Division Thirty...........................................................................         43
  Neuberger&Berman Guardian Trust Division Twenty-Nine......................................................         44
  Putnam Global Growth Division Twenty-Eight................................................................         45
  Putnam New Opportunities Division Twenty-Six..............................................................         46
  Putnam OTC & Emerging Growth Division Twenty-Seven........................................................         47
  Scudder Growth and Income Division Twenty-One.............................................................         47
  T. Rowe Price Small-Cap Stock Division Fifty-One..........................................................         48
  Templeton Asset Allocation Division Nineteen..............................................................         48
  Templeton Foreign Division Thirty-Two.....................................................................         49
  Templeton International Division Twenty...................................................................         50
  Vanguard LifeStrategy Conservative Growth Portfolio Division Fifty-Four...................................         51
  Vanguard Fixed Income Securities Fund -- Long-Term Corporate Portfolio Division Twenty-Two................         52
  Vanguard Fixed Income Securities Fund -- Long-Term U.S. Treasury Portfolio Division Twenty-Three..........         53
  Vanguard LifeStrategy Growth Portfolio Division Fifty-Two.................................................         54
  Vanguard LifeStrategy Moderate Growth Portfolio Division Fifty-Three......................................         54
  Vanguard/Wellington Division Twenty-Five..................................................................         55
  Vanguard/Windsor II Division Twenty-Four..................................................................         55
Payout Payments.............................................................................................         56
  Assumed Investment Rate...................................................................................         56
  Amount of Payout Payments.................................................................................         56
  Payout Unit Value.........................................................................................         56
  Illustration of Calculation of Payout Unit Value..........................................................         57
  Illustration of Payout Payments...........................................................................         57
Distribution of Variable Annuity Contracts..................................................................         58
Experts.....................................................................................................         58
Comments on Financial Statements............................................................................         59
</TABLE>
 
                                        3
<PAGE>   246
 
                              GENERAL INFORMATION
 
MARKETING INFORMATION
 
     The Company has targeted organizations in specific market sectors 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,
primary and secondary schools, colleges and universities, healthcare
organizations, state and local governments and other 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 195 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, nearly 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 market segment. 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 774 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 309 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, many states operate, as an alternative to state administered
defined benefit retirement programs, Optional Retirement Plans (ORPs). A state
that sponsors an ORP will select one or more carriers 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 28 of the 31
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 nearly
$2.3 billion.
 
     The Company may, from time to time, refer to American General Retirement
Services. American General Retirement Services is a financial reporting segment
of American General Corporation. The Company and American General Annuity
Insurance Company are the two insurance companies that constitute American
General Retirement Services.
 
     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
 
                                        4
<PAGE>   247
 
MidCap 400 Index, Russell 2000 Index, Morgan Stanley Capital International
Europe, Australia, and Far East (EAFE) Index, or any other appropriate market
index. The indexes are not managed funds and have no identifiable investment
objectives.
 
     The Company may, from time to time, refer, individually or collectively, to
its package of retirement plan services. Collectively, this package of services
may be referred to as easy Retirement Plan. Easy Retirement Planning 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 healthcare segment. 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 June
30, 1998, had more than $70 billion of assets under management.
 
     The Company may, from time to time, refer to The Dreyfus Corporation as the
investment adviser for the Dreyfus Small Cap Portfolio (underlying Division
Eighteen). The Dreyfus Corporation has been helping Americans invest for their
future with quality mutual funds, for more than four decades. As of March 31,
1998, the firm had approximately $100 billion in assets under management.
 
                                        5
<PAGE>   248
 
     The Company may, from time-to-time, refer to Founders Asset Management LLC
(FAM) as investment adviser to Founders Growth Fund (underlying 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. In 1998, Founders became part of the Mellon/Dreyfus
Family of investment management companies.
 
     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. As of
June 30, 1998, N&B Management and its affiliates managed approximately $59
billion in aggregate net assets including $24 billion in mutual fund assets.
 
     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 111 different funds and serving more than 10
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 (underlying Division Twenty-One). 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 T. Rowe Price Associates, Inc.
(T. Rowe Price) as investment adviser to the T. Rowe Price Small-Cap Stock Fund
(underlying Division Fifty-One). The firm, which was founded by Thomas Rowe
Price Jr. in 1937, is one of the pioneers of the growth stock theory of
investing. T. Rowe Price, one of the nation's leading no-load fund managers, and
its affiliates manage over $139 billion of assets as of March 31, 1998. Its
approach to managing money is based on proprietary research and a strict
investment discipline developed over six decades.
 
     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 Advisers, as of
December 31, 1997, had more than $94 billion in assets under management.
 
     The Company may, from time to time, refer to Templeton Investment Counsel
Inc. as the invest-
                                        6
<PAGE>   249
 
ment adviser for the Templeton Asset Allocation Fund (underlying Division
Nineteen) and the Templeton International Fund (underlying Division Twenty).
Templeton Investment Counsel Inc. uses a disciplined, long-term approach to
value oriented global and international investing. It has an extensive global
network of investment sources. Securities are selected for a fund's portfolio on
the basis of fundamental company by company analysis.
 
     From time to time, the Company may refer to Vanguard as the investment
adviser to the Vanguard Funds underlying Vanguard LifeStrategy Conservative
Growth Portfolio (underlying Division Fifty-Four), Vanguard LifeStrategy
Moderate Growth Portfolio (underlying Division Fifty-Three) and Vanguard
LifeStrategy Growth Portfolio (underlying Division Fifty-Two). 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 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 to the following investment
subadvisers: Bankers Trust Company investment subadviser to AGSPC Stock Index
Fund (underlying Division 10), AGSPC MidCap Index Fund (underlying Division 4),
AGSPC Small Cap Index Fund (underlying Division 14), and co-adviser to American
General Small Cap Value Fund (underlying Division 36); T. Rowe Price Associates,
Inc. investment subadviser to AGSPC Growth Fund (underlying Division 15) and
AGSPC Science & Technology Fund (underlying Division 17); Neuberger&Berman LLC
investment subadviser to Neuberger&Berman Guardian Trust (underlying Division
29); Value Line Inc. investment subadviser to the AGSPC Growth & Income Fund
(underlying Division 16); American General Investment Management, L.P.
investment subadviser to American General High Yield Bond Fund (underlying
Division 60), American General Strategic Bond Fund (underlying Division 59) and
American General Core Bond Fund (underlying Division 58); Jacobs Asset
Management investment subadviser to American General International Growth Fund
(underlying Division 33); Goldman Sachs Asset Management investment subadviser
to American General Large Cap Growth Fund (underlying Division 39); Brown
Capital Management Inc. investment subadviser to American General Mid Cap Growth
Fund (underlying Division 37); J.P. Morgan Investment Management Inc. investment
subadviser to American General Small Cap Growth Fund (underlying Division 35);
Capital Guardian Trust Company investment subadviser to American General
International Value Fund (underlying Division 34), American General Balanced
Fund (underlying Division 42), American General Domestic Bond Fund (underlying
Division 43); State Street Bank & Trust Company/State Street Global Advisors
investment subadviser to American General Large Cap Value Fund (underlying
Division 40); Neuberger&Berman Management Inc. investment subadviser to American
General Mid Cap Value Fund (underlying Division 38), Fiduciary Management
Associates Inc. investment subadviser (co-adviser) to American General Small Cap
Value Fund (underlying Division 36).
     

     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 Plus
                                        7
<PAGE>   250
 
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 Plus 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.
 
     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.
 
     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.
 
                                        8
<PAGE>   251
 
     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 Plus, during life and at
death.
 
     It is the opinion of VALIC and its tax counsel that a Qualified Contract
described in Section 403(a), 403(b), or 408(b) of the Code does not lose its
deferred tax treatment if Purchase Payments under the contract are invested in
publicly available mutual funds. If investment in publicly available mutual
funds were to cause the tax deferral provisions described below for these
specific types of contracts not to apply, you would be currently taxed on
transfers, redemptions, purchase payments and dividend and capital gains
distributions.
 
     In addition, it is also the opinion of VALIC and its tax counsel that, for
each other type of Qualified Contract, an independent exemption provides tax
deferral regardless of ownership of the Mutual Fund shares.
 
     For Non-Qualified Contracts, not all Variable Account Options are available
within your contract. Variable Account Options that are invested in Mutual Funds
available to the public outside of annuity contracts or life insurance contracts
will be offered only to non-natural persons pursuant to the meaning of Section
72 of the Code. In that case, 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.
 
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
 
                                        9
<PAGE>   252
 
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 Contracts 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). Additionally, 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.
 
                                       10
<PAGE>   253
 
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. Purchase Payments made under Non-Qualified
Contracts are neither excludible from the gross income of the Contract Owner nor
deductible for tax purposes. However, any increase in the Purchase Unit Value of
a Non-Qualified Contract resulting from the investment performance of VALIC
Separate Account A is not taxable to the Contract Owner until received by him.
Contract Owners that are not natural persons, however, are currently taxable on
any increase in the Purchase Unit Value attributable to Purchase Payments made
after February 28, 1986 to such Contracts.
 
TAX CONSEQUENCES OF DISTRIBUTIONS
 
     403(b) Annuities. Voluntary salary reduction amounts accumulated after
December 31, 1988, and earnings on voluntary contributions before and after that
date, may not be distributed before one of the following:
 
(1) attainment of age 59 1/2;
 
(2) separation from service;
 
(3) death;
 
(4) disability, or
 
(5) hardship (hardship distributions are limited to salary reduction
    contributions only, exclusive of earnings thereon).
 
     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
 
                                       11
<PAGE>   254
 
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. 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 Owner'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, after October 21, 1998, 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.
                                       12
<PAGE>   255
 
     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 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 distribu-
 
                                       13
<PAGE>   256
 
tions 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) 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.
 
     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 Plus. 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
Plus provided below.
 
EXCHANGES FROM PORTFOLIO DIRECTOR
 
  Sales/Surrender Charges.
 
     Portfolio Director and Portfolio Director Plus have the same provisions for
imposing surrender charges upon total or partial surrenders. Portfolio Director
and Portfolio Director Plus 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 Plus will be deemed to have been issued on the same date as Portfolio
Director. Purchase Payments exchanged into Portfolio Director Plus will be
treated as Purchase Payments under Portfolio Director Plus for purposes of
calculating the surrender charge. Exchanged payments will be deemed to have been
made under Portfolio Director Plus on the date they were made to Portfolio
Director for purposes of calculating the surrender charge under Portfolio
Director Plus.
 
  Other Charges
 
     Portfolio Director and Portfolio Director Plus have the same provisions for
imposing the quarterly account maintenance fee.
 
     Portfolio Director and Portfolio Director Plus impose an additional daily
charge with an annualized rate of 0.75% to 1.25% (or lower amounts
 
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<PAGE>   257
 
during the Purchase Period for different series of Portfolio Director Plus),
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 Plus 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 Plus, fifty divisions of VALIC Separate Account A
are available, thirteen of which invest in different investment portfolios of
AGSPC 1, eighteen of which invest in different investment portfolios of AGSPC 3
and nineteen of which invest in other 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
 
     Portfolio Director and Portfolio Director Plus provide the same annuity
options.
 
EXCHANGES FROM PORTFOLIO DIRECTOR 2
 
  Sales/Surrender Charges.
 
     Portfolio Director 2 and Portfolio Director Plus have the same provisions
for imposing surrender charges upon total or partial surrenders. Portfolio
Director 2 and Portfolio Director Plus 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 Plus will be deemed to have been issued on the
same date as Portfolio Director 2. Purchase Payments exchanged into Portfolio
Director Plus will be treated as Purchase Payments under Portfolio Director Plus
for purposes of calculating the surrender charge. Exchanged payments will be
deemed to have been made under Portfolio Director Plus on the date they were
made to Portfolio Director 2 for purposes of calculating the surrender charge
under Portfolio Director Plus.
 
  Other Charges
 
     Portfolio Director 2 and Portfolio Director Plus have the same provisions
for imposing the quarterly account maintenance fee.
 
     Portfolio Director 2 and Portfolio Director Plus impose an additional daily
charge with an annualized rate of 0.75% to 1.25% (or lower amounts during the
Purchase Period for different series of Portfolio Director 2 and Portfolio
Director Plus), 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 Plus 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 2, eighteen divisions of VALIC Separate Account A
are available, six of which invest in a different 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 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.
 
     Under Portfolio Director Plus, fifty divisions of VALIC Separate Account A
are available, thirteen of which invest in different investment portfolios of
AGSPC 1, eighteen of which invest in different investment portfolios of AGSPC 3
and nineteen of which invest in other 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
 
     Portfolio Director, Portfolio Director 2 and Portfolio Director Plus
provide the same annuity options.
 
                                       15
<PAGE>   258
 
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
Plus imposes a similar surrender charge upon total or partial surrenders. Both
the Portfolio Director Plus and Independence Plus Contracts have other similar
provisions where surrender charges are not imposed. However, Portfolio Director
Plus 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 Plus 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 Plus and which were made within five years before the
date of exchange will be treated as Purchase Payments under Portfolio Director
Plus for purposes of calculating the surrender charge. Exchanged payments will
be deemed to have been made under Portfolio Director Plus on the date they were
made to Independence Plus Contracts for purposes of calculating the surrender
charge under Portfolio Director Plus.
 
     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 Plus, 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 Plus. The fee may also be reduced or waived by
the Company for Portfolio Director Plus 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
Plus, an additional daily charge with an annualized rate of 0.75% to 1.25% (or
lower amounts during the Purchase Period for different series of Portfolio
Director Plus), 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 Plus. (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 Plus, fifty divisions of VALIC Separate Account A are available,
thirteen of which invest in different investment portfolios of AGSPC 1, eighteen
of which invest in different portfolios of AGSPC 3 and nineteen of which invest
in other 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 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. 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 Plus permits
annuity payments for a designated period between of 5 and 30 years on a fixed
basis only. Independence Plus Contracts and Portfolio Direc-
 
                                       16
<PAGE>   259
 
tor Plus 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 Plus also imposes
a surrender charge upon total or partial surrenders. However, the surrender
charge under Portfolio Director Plus 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
Plus provides at least two additional provisions, not included in V-Plan
Contracts, under which no surrender charge will be imposed. Those Portfolio
Director Plus 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 Plus
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 Plus and which were made within five years before the date
of exchange will be treated as Purchase Payments under Portfolio Director Plus
for purposes of calculating the surrender charge. Exchanged payments will be
deemed to have been made under Portfolio Director Plus on the date they were
made to the V-Plan Contract for purposes of calculating the surrender charge
under Portfolio Director Plus.
 
     Other Charges. There are no administrative and risk charges under V-Plan
Contracts. For Portfolio Director Plus, 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 Plus. The
fee may also be reduced or waived by the Company on Portfolio Director Plus 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 Plus, an additional daily charge
with an annualized rate of 0.75% to 1.25% (or lower amounts during the Purchase
Period for different series of Portfolio Director Plus), 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 Plus. (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 Plus permits Payout Payments for a
designated period of between 5 and 30 years on a fixed basis only. Under
Portfolio Director Plus, Payout Payments may be made on a fixed or variable
basis, or a combination of both. Portfolio Director Plus does not provide for
commutation. V-Plan Contracts and Portfolio Directors Plus 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.
 
                                       17
<PAGE>   260
 
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 Plus the surrender charge under Portfolio Director Plus will not apply
to the amount of Account Value applied to Portfolio Director Plus ("Exchanged
Amount"). Purchase Payments made to Portfolio Director Plus, however, would be
subject to a surrender charge. In the case of a partial surrender, all Purchase
Payments to Portfolio Director Plus 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 Plus, 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 Plus, 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 Plus. The fee may also be reduced or waived by
the Company on Portfolio Director Plus 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
Plus, an additional daily charge with an annualized rate of 0.75% to 1.25% (or
lower amounts during the Purchase Period for different series of Portfolio
Director Plus), 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 Plus. (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 Plus, fifty divisions
of VALIC Separate Account A are available, thirteen of which invest in different
investment portfolios of AGSPC 1, eighteen of which invest in different
portfolios of AGSPC 3 and nineteen of which invest in other 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 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. 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
                                       18
<PAGE>   261
period option nor do they provide for commutation. Portfolio Director Plus
permits Payout Payments for a designated period of between 5 and 30 years on a
fixed basis only. Portfolio Director Plus 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 Plus. 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 Plus
does not provide this option. SA-1 and Portfolio Director Plus, 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 Plus 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 Plus 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 Plus 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 Plus which were made within three
years before the date of exchange will be treated as Purchase Payments under
Portfolio Director Plus for purposes of calculating the surrender charge.
Exchanged payments will be deemed to have been made under Portfolio Director
Plus on the date they were made to Impact Contracts for purposes of calculating
the surrender charge under Portfolio Director Plus.
 
     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 Plus, 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 Plus. The fee may also be
reduced or waived by the Company on Portfolio Director Plus 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 Plus, an additional daily charge
with an annualized rate of 0.75% to 1.25% (or lower amounts during the Purchase
Period for different series of Portfolio Director Plus), depending upon the
Variable Account Options selected, if any, on the daily net asset value of the
Separate Account is attributable to Portfolio Director Plus. (See "Separate
Account Charges" and "Separate Account Expense Reimbursement" in the
prospectus.)
 
     Investment Options. Under the Impact Contract five divisions of Separate
Account A are available as variable investment alternatives, each investing in
shares of a different underlying fund of AGSPC. The five mutual funds are
managed by the Company for advisory fees at annual rates ranging from .28% to
 .50% of each respective portfolio's average daily net assets. Under Portfolio
Director Plus, fifty divisions of VALIC Separate Account A are available,
thirteen of which invest in different investment portfolios of AGSPC 1, eighteen
of which invest in different portfolios of AGSPC 3 and nineteen of which invest
in other 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 0.01% to 1.00% of each portfolio's or mutual fund's aver-
 
                                       19
<PAGE>   262
 
age daily net assets. Two fixed investment options are also available.
 
     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 Plus permits Payout Payments for a designated period
of between 5 and 30 years on a fixed basis only. Portfolio Director Plus does
not provide for commutation. Impact Contracts and the Portfolio Director Plus
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
Plus the surrender charge under Portfolio Director Plus will not apply to the
amount of Account Value applied to Portfolio Director Plus. Purchase Payments
made to Portfolio Director Plus, however, would be subject to the surrender
charge under Portfolio Director Plus. In the case of a partial surrender, all
Purchase Payments to Portfolio Director Plus will be deemed to be withdrawn
before any Exchanged Amount is deemed to be withdrawn. Under Portfolio Director
Plus, 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 Plus, 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 Plus. The fee may also be reduced or waived by
the Company for Portfolio Director Plus 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
Plus, an additional daily charge with an annualized rate of 0.75% to 1.25% (or
lower amounts during the Purchase Period for different series of Portfolio
Director Plus), depending upon the Variable Account Options selected, if any, on
the daily net asset value of the Separate Account is attributable to Portfolio
Director Plus. (See "Separate Account Charges" and "Separate Account Expense
Reimbursement" in the prospectus.)
 
     Investment Options. There are no variable investment alternatives provided
under Compounder Contracts.
 
     Annuity Options. Payout Payments under a Compounder Contract are on a fixed
basis only and the designated period option is limited to a period of 15 years.
However, under a Compounder Contract, the designated period option may, subject
to adverse tax consequences, be commuted at any time for its remaining value.
Portfolio Director Plus 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
Plus 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 Plus are less favorable to Contract Owners and Annuitants
than
 
                                       20
<PAGE>   263
 
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 Plus 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 Plus 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 Plus 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.
 
                                       21
<PAGE>   264
 
                        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>                                 <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.
 
                                       22
<PAGE>   265
 
                              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 AND AMERICAN GENERAL MONEY MARKET DIVISIONS YIELDS**
 
        CALCULATION OF CURRENT YIELD FOR AGSPC MONEY MARKET DIVISION SIX
                           7-Day Current Yield: 4.15%
 
   
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 March
31, 1998 ("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 Plus 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.
 
   
** The American General Money Market Fund recently commenced operations.
   Accordingly, no yield information is available.
    
 
                                       23
<PAGE>   266
 
       CALCULATION OF EFFECTIVE YIELD FOR AGSPC MONEY MARKET DIVISION SIX
                          7-Day Effective Yield: 4.24%
 
 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 March
31, 1998 ("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. 7     DIV. 8    DIV. 13    DIV. 22    DIV. 23    DIV. 43    DIV. 58    DIV. 59    DIV. 60
                               --------   --------   --------   --------   --------   --------   --------   --------   --------
<S>                            <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Standardized Yield...........   5.04%      4.51%      3.46%      5.49%      5.10%          *          *          *          *
</TABLE>
    
 
- ------------------
 
   
* The American General Core Bond Fund, American General Domestic Bond Fund,
  American General High Yield Bond Fund and the American General Strategic Bond
  Fund recently commenced operations. Accordingly, no yield information is
  available.
    
 
   ILLUSTRATION OF CALCULATION OF STANDARDIZED YIELD FOR BOND FUND DIVISIONS
 
     Example 7.
 
   
     The standardized yield quotation based on a 30-day period ended March 31,
1998 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.
    
 
                                       24
<PAGE>   267
 
                   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.
 
                                       25
<PAGE>   268
 
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 Plus 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 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 AGSPC Capital Conservation Division Seven and 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
 
                                       26
<PAGE>   269
 
of these corporate bond holdings are approximately 12 years.
 
   
     The performance of AGSPC Growth Division Fifteen, AGSPC Growth & Income
Division Sixteen, AGSPC Science & Technology Division Seventeen, AGSPC Social
Awareness Division Twelve, AGSPC Stock Index Division Ten, American General
Socially Responsible Division Forty-One, 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.
    
 
     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 AGSPC International Equities Division Eleven and 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's performance with the index
using the second method.
    
 
     The performance of the AGSPC International Government Bond Division
Thirteen may be compared to the Salomon Brothers Non-US Dollar World Government
Bond Index ("Salomon Index"). Total returns with income reinvested for the
Salomon Index are published using two methods. The first method includes gross
income (income earned without subtracting foreign income taxes which may be
withheld from foreign investors). The second method includes net income (income
earned after subtracting estimated foreign taxes). The Division currently
compares its performance with the index using the second method. The Salomon
Index is an unmanaged aggregate index composed of 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 the AGSPC MidCap Index Division Four may be compared to
the record of the S&P 500(R) Index and S&P MidCap 400 Index. American General
Mid Cap Value Division Thirty-Eight, and the American General Mid Cap Growth
Division Thirty-Seven may be compared to the record of the S&P MidCap 400 Index.
The S&P MidCap 400 Index is market weighted and consists of 400 stocks of
domestic companies having a median market capitalization of approximately $1.37
billion. Stocks included in the S&P MidCap 400 Index are chosen on the basis of
their market size, liquidity and industry group representation. No stocks
included in the S&P 500 Index are included in the S&P MidCap 400 Index.
    
 
     The performance of AGSPC Money Market Division Six and American General
Money Market Division Forty-Four 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.
 
- ---------------
 
   
* "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"). The AGSPC MidCap Index Fund and
  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.
    
                                       27
<PAGE>   270
 
   
     The performance of the AGSPC Small Cap Index Division Fourteen, American
General Small Cap Growth Division Thirty-Five, American General Small Cap Value
Division Thirty-Six, Dreyfus Small Cap Division Eighteen, Putnam OTC & Emerging
Growth Division Twenty-Seven, and T. Rowe Price Small-Cap Stock Division
Fifty-One 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 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 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 performance of the American General Balanced Division Forty-Two may be
compared to both the S&P 500(R) Index and the Lehman Brothers Government and
Corporate Index. The performance of the American General Domestic Bond Division
Forty-Three may be compared to the Lehman Brothers Government and Corporate
Index. The Lehman Brothers Government and Corporate Index is a subset of the
Lehman Brothers Aggregate Bond Index. The Lehman Brothers Government and
Corporate Index represents both Treasury and agency government issues and SEC
registered Corporate and Yankee bond issuers, with maturities of over one year.
The corporate bond subset is representative of all of the major industries. The
index was developed in January, 1973.
 
   
     The performance of the American General Large Cap Growth Division
Thirty-Nine may be compared to the Russell 1000 Growth Index. The Russell 1000
Index consists of the largest 1000 companies in the Russell 3000 Index. This
Index represents the universe of large capitalization stocks from which most
active money managers typically select. The Index was developed with a base
value of 130.00 as of December 31, 1986. The Russell 3000 Index is composed of
3000 large U.S. companies, as determined by market capitalization. This
portfolio of securities represents approximately 98% of the investable U.S.
equity market. The Russell 3000 Index is comprised of stocks within the Russell
1000 and the Russell 2000 Indices. The Index was developed with a base value of
140.00 as of December 31, 1986.
    
 
   
     The performance of the American General Large Cap Value Division Forty may
be compared to the Russell 1000 Index. The Russell 1000 Index consists of the
largest 1000 companies in the Russell 3000 Index. This Index represents the
universe of large capitalization stocks from which most active money managers
typically select. The Index was developed with a base value of 130.00 as of
December 31, 1986.
    
 
     The performance of American General International Growth Division
Thirty-Three and American General International Value Division Thirty-Four may
be compared to the Salomon Primary Market Index World ("Salomon World Index").
The Salomon Primary Market Index World is a comprehensive float-weighted equity
index consisting of every company with an investable market capitalization of
over $100 million in 22 countries. The Broad Market Index (BMI) is segregated
into the Primary Market Index (PMI) and Extended Market Index (EMI) consisting
of large and small capitalization issues, respectively.
 
     The Putnam Global Growth Division Twenty-Eight and 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 inves-
 
- ---------------
 
** The "Russell 2000(R) Index" and the "Russell 1000(R) Index" are
   trademark/service marks of the Frank Russell Trust Company. RussellTM is a
   trademark of the Frank Russell Trust Company.
                                       28
<PAGE>   271
 
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 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 Templeton Asset Allocation Division Nineteen may be
compared to a benchmark comprised of a weighted average of three market sectors
corresponding to the sectors in which the Division, through the Templeton Asset
Allocation Fund, will invest as follows: 55% in equity securities, 35% in
intermediate or long-term debt securities and 10% in money market or short-term
debt securities, regardless of the Division's actual asset allocation. The
performance of the equity securities sector of the Division may be compared to
the Morgan Stanley Capital International World Index ("MSCI World Index"). The
performance of the intermediate or long-term debt securities sector may be
compared to the Salomon Brothers Non-U.S. 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 1500 issues from 22
countries as well as certain South African gold mining issues. The Salomon World
Index is an unmanaged aggregate index composed of approximately 850 issues from
seventeen countries.
 
     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
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.
 
                                       29
<PAGE>   272
 
   
     The Account Value of an assumed $10,000 investment in each of the Divisions
is shown in table form below. 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. See "How to
Review Investment Performance of Separate Account Divisions" in the prospectus
for information about how these returns were calculated as well as Standard
Average Annual Total Return information that reflects the deduction of all
separate account fees and charges.
    
 
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 APRIL 1, 1988
 
<TABLE>
<CAPTION>
                  ASSET ALLOCATION                            S&P 500           BLENDED
                   DIVISION FIVE                               INDEX            INDEX**
- ----------------------------------------------------          --------          --------
<S>                                         <C>               <C>               <C>
04/01/88..................................  $10,000           $10,000           $10,000
03/31/89..................................   10,950            11,815            11,250
03/31/90..................................   11,967            14,091            13,017
03/31/91..................................   12,949            16,122            14,752
03/31/92..................................   13,673            17,903            16,341
03/31/93..................................   14,542            20,629            18,578
03/31/94..................................   14,618            20,932            18,984
03/31/95..................................   15,537            24,191            20,979
03/31/96..................................   18,661            31,956            25,496
03/31/97..................................   20,307            38,297            28,778
03/31/98..................................   26,425            56,670            37,478
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                         (PERIOD ENDED MARCH 31, 1998)
 
<TABLE>
<CAPTION>
                                                         10 YEARS   5 YEARS    3 YEARS     1 YEAR
                                                         --------   -------    -------     ------
<S>                                                      <C>        <C>        <C>        <C>
Investment Division
     AGSPC Asset Allocation Division Five..............   164.25%     81.71%     70.08%     30.13%
Benchmark Comparison
     S&P 500 Index.....................................   466.70%    174.71%    134.26%     47.97%
     Blended Index**...................................   274.78%    101.73%     78.64%     30.23%
</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.
 
                                       30
<PAGE>   273
 
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 APRIL 1, 1988
 
<TABLE>
<CAPTION>
                                                                          MERRILL LYNCH
                     CAPITAL CONSERVATION                                CORPORATE MASTER
                        DIVISION SEVEN                                        INDEX
- ---------------------------------------------------------------          ----------------
<S>                                                    <C>               <C>
04/01/88.............................................  $10,000               $10,000
03/31/89.............................................   10,238                10,651
03/31/90.............................................   11,068                11,916
03/31/91.............................................   11,406                13,357
03/31/92.............................................   12,777                15,141
03/31/93.............................................   14,661                17,474
03/31/94.............................................   14,723                18,113
03/31/95.............................................   15,121                19,069
03/31/96.............................................   16,615                21,415
03/31/97.............................................   17,105                22,509
03/31/98.............................................   18,885                25,479
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                         (PERIOD ENDED MARCH 31, 1998)
 
<TABLE>
<CAPTION>
                                                           10 YEARS   5 YEARS    3 YEARS     1 YEAR
                                                           --------   -------    -------     ------
<S>                                                        <C>        <C>        <C>        <C>
Investment Division
     AGSPC Capital Conservation Division Seven...........    88.85%     28.81%     24.89%     10.40%
Benchmark Comparison
     Merrill Lynch Corporate Master Index................   154.79%     45.82%     33.62%     13.20%
</TABLE>
 
                                       31
<PAGE>   274
 
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 APRIL 1, 1988
 
<TABLE>
<CAPTION>
                                                                           LEHMAN BROS.
                     GOVERNMENT SECURITIES                                 U.S. TREASURY
                         DIVISION EIGHT                                   COMPOSITE INDEX
- ----------------------------------------------------------------          ---------------
<S>                                                     <C>               <C>
04/01/88..............................................  $10,000               $10,000
03/31/89..............................................   10,227                10,471
03/31/90..............................................   11,060                11,904
03/31/91..............................................   11,971                13,119
03/31/92..............................................   13,133                14,568
03/31/93..............................................   14,930                16,626
03/31/94..............................................   15,035                17,110
03/31/95..............................................   15,410                17,812
03/31/96..............................................   16,756                19,684
03/31/97..............................................   17,178                20,504
03/31/98..............................................   18,959                22,987
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                         (PERIOD ENDED MARCH 31, 1998)
 
<TABLE>
<CAPTION>
                                                     10 YEARS    5 YEARS     3 YEARS      1 YEAR
                                                     --------    -------     -------      ------
<S>                                                  <C>         <C>         <C>         <C>
Investment Division
     AGSPC Government Securities Division
       Eight.....................................      89.59%      26.99%      23.03%      10.37%
Benchmark Comparison
     Lehman Bros. U.S. Treasury Composite
       Index.....................................     129.87%      38.25%      29.05%      12.11%
</TABLE>
 
                                       32
<PAGE>   275
 
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
03/31/95...................................................   11,246            11,420
03/31/96...................................................   15,921            15,086
03/31/97...................................................   16,507            18,080
03/31/98...................................................   24,207            26,753
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                         (PERIOD ENDED MARCH 31, 1998)
 
<TABLE>
<CAPTION>
                                                   SINCE
                                                 INCEPTION*     5 YEARS      3 YEARS       1 YEAR
                                                 ----------     -------      -------       ------
<S>                                              <C>            <C>          <C>          <C>
Investment Division
     AGSPC Growth Division Fifteen.............     142.07%        --         115.25%       46.65%
Benchmark Comparison
     S&P 500 Index.............................     167.53%        --         134.26%       47.97%
</TABLE>
 
- ---------------
 
* The Fund underlying this Division was initiated on April 29, 1994.
 
   
AGSPC GROWTH AND 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
03/31/95...................................................   10,762            11,420
03/31/96...................................................   13,957            15,086
03/31/97...................................................   15,372            18,080
03/31/98...................................................   20,864            26,753
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                         (PERIOD ENDED MARCH 31, 1998)
 
<TABLE>
<CAPTION>
                                                  SINCE
                                                INCEPTION*     5 YEARS      3 YEARS       1 YEAR
                                                ----------     -------      -------       ------
<S>                                             <C>            <C>          <C>          <C>
Investment Division
     AGSPC Growth & Income Division Sixteen...     108.64%           --       93.86%       35.72%
Benchmark Comparison
     S&P 500 Index............................     167.53%           --      134.26%       47.97%
</TABLE>
 
- ---------------
 
 * The Fund underlying this Division was initiated on April 29, 1994.
 
                                       33
<PAGE>   276
 
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
03/31/90...................................................    8,391             8,397
03/31/91...................................................    8,609             8,608
03/31/92...................................................    7,751             7,918
03/31/93...................................................    8,494             8,836
03/31/94...................................................   10,161            10,825
03/31/95...................................................   10,616            11,483
03/31/96...................................................   11,899            12,899
03/31/97...................................................   11,954            13,086
03/31/98...................................................   14,040            15,521
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                         (PERIOD ENDED MARCH 31, 1998)
 
<TABLE>
<CAPTION>
                                                      SINCE
                                                    INCEPTION*     5 YEARS      3 YEARS       1 YEAR
                                                    ----------     -------      -------       ------
<S>                                                 <C>            <C>          <C>          <C>
Investment Division
     AGSPC International Equities Division
       Eleven.....................................     40.40%        65.29%       32.25%       17.45%
Benchmark Comparison
     EAFE Index...................................     55.21%        75.66%       35.17%       18.61%
</TABLE>
 
- ---------------
 
 * This Division was initiated on October 2, 1989.
 
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
03/31/92...................................................   10,325                10,503
03/31/93...................................................   11,761                12,217
03/31/94...................................................   12,744                13,495
03/31/95...................................................   14,720                16,010
03/31/96...................................................   14,976                16,399
03/31/97...................................................   14,850                16,319
03/31/98...................................................   14,937                16,633
</TABLE>
 
                                       34
<PAGE>   277
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                         (PERIOD ENDED MARCH 31, 1998)
 
<TABLE>
<CAPTION>
                                                       SINCE
                                                     INCEPTION*     5 YEARS      3 YEARS       1 YEAR
                                                     ----------     -------      -------       ------
<S>                                                  <C>            <C>          <C>          <C>
Investment Division
     AGSPC International Government Bond Division
       Thirteen....................................     49.37%        27.00%        1.47%        0.59%
Benchmark Comparison
     Salomon Bros. Non-U.S. Dollar World Government
       Bond Index..................................     66.33%        36.15%        3.89%        1.92%
</TABLE>
 
- ---------------
 
* This Division was initiated on October 1, 1991.
 
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 1, 1991
    
 
   
<TABLE>
<CAPTION>
                                                                                S&P
                   MIDCAP INDEX                             S&P 500          MIDCAP 400
                  DIVISION FOUR                              INDEX             INDEX
- --------------------------------------------------          -------          ----------
<S>                                       <C>               <C>              <C>
10/01/91................................  $10,000           $10,000           $10,000
03/31/92................................   10,995            10,565            11,172
03/31/93................................   12,480            12,173            12,979
03/31/94................................   13,035            12,353            13,776
03/31/95................................   13,955            14,276            14,936
03/31/96................................   17,726            18,858            19,189
03/31/97................................   19,303            22,600            21,238
03/31/98................................   28,386            33,442            31,643
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                         (PERIOD ENDED MARCH 31, 1998)
 
   
<TABLE>
<CAPTION>
                                                 SINCE
                                               INCEPTION     5 YEARS      3 YEARS       1 YEAR
                                               ---------     -------      -------       ------
<S>                                            <C>           <C>          <C>          <C>
Investment Division
     AGSPC MidCap Index Division Four........   183.86%       127.44%      103.41%       47.05%
Benchmark Comparison
     S&P 500 Index...........................   234.42%       174.71%      134.26%       47.97%
     S&P MidCap 400 Index....................   216.43%       143.81%      111.87%       49.00%
</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.
    
 
                                       35
<PAGE>   278
 
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 APRIL 1, 1988
 
<TABLE>
<CAPTION>
                   MONEY MARKET                             PRIMARY
                   DIVISION SIX                             CD INDEX
- --------------------------------------------------          --------
<S>                                       <C>               <C>
04/01/88................................  $10,000           $10,000
03/31/89................................   10,677            10,803
03/31/90................................   11,486            11,713
03/31/91................................   12,225            12,610
03/31/92................................   12,695            13,205
03/31/93................................   12,945            13,591
03/31/94................................   13,165            13,946
03/31/95................................   13,622            14,525
03/31/96................................   14,215            15,224
03/31/97................................   14,777            15,919
03/31/98................................   15,397            16,686
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                         (PERIOD ENDED MARCH 31, 1998)
 
<TABLE>
<CAPTION>
                                                      10 YEARS     5 YEARS      3 YEARS       1 YEAR
                                                      --------     -------      -------       ------
<S>                                                   <C>          <C>          <C>          <C>
Investment Division
     AGSPC Money Market Division Six................    53.97%       18.94%       13.03%        4.20%
Benchmark Comparison
     Primary CD Index...............................    66.86%       22.77%       14.88%        4.82%
</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
03/31/95...................................................   13,753            11,420
03/31/96...................................................   20,465            15,086
03/31/97...................................................   19,481            18,080
03/31/98...................................................   26,099            26,753
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                         (PERIOD ENDED MARCH 31, 1998)
 
<TABLE>
<CAPTION>
                                                   SINCE
                                                 INCEPTION*     5 YEARS      3 YEARS       1 YEAR
                                                 ----------     -------      -------       ------
<S>                                              <C>            <C>          <C>          <C>
Investment Division
     AGSPC Science & Technology Division
       Seventeen...............................     160.99%        --          89.77%       33.98%
Benchmark Comparison
     S&P 500 Index.............................     167.53%        --         134.26%       47.97%
</TABLE>
 
- ---------------
 
* The Fund underlying this Division was initiated on April 29, 1994.
 
                                       36
<PAGE>   279
 
AGSPC SMALL CAP INDEX DIVISION FOURTEEN PERFORMANCE COMPARED TO RUSSELL 2000
INDEX
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
         ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE MAY 1, 1992
 
<TABLE>
<CAPTION>
                         SMALL CAP INDEX                                    RUSSELL 2000
                        DIVISION FOURTEEN                                      INDEX
- ------------------------------------------------------------------          ------------
<S>                                                       <C>               <C>
05/01/92................................................  $10,000             $10,000
03/31/93................................................   11,449              11,904
03/31/94................................................   12,318              13,210
03/31/95................................................   12,759              13,939
03/31/96................................................   16,202              17,987
03/31/97................................................   16,926              18,906
03/31/98................................................   23,731              26,849
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                         (PERIOD ENDED MARCH 31, 1998)
 
<TABLE>
<CAPTION>
                                                      SINCE
                                                    INCEPTION*    5 YEARS     3 YEARS      1 YEAR
                                                    ----------    -------     -------      ------
<S>                                                 <C>           <C>         <C>         <C>
Investment Division
     AGSPC Small Cap Index Division Fourteen......     137.31%     107.29%      85.99%      40.20%
Benchmark Comparison
     Russell 2000 Index...........................     168.49%     125.55%      92.63%      42.01%
</TABLE>
 
- ---------------
 
* This Division was initiated on 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
03/31/90...................................................    9,962             9,907
03/31/91...................................................   11,168            11,335
03/31/92...................................................   11,813            12,586
03/31/93...................................................   13,361            14,503
03/31/94...................................................   13,092            14,716
03/31/95...................................................   14,688            17,008
03/31/96...................................................   19,332            22,467
03/31/97...................................................   23,165            26,925
03/31/98...................................................   33,818            39,841
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                         (PERIOD ENDED MARCH 31, 1998)
 
<TABLE>
<CAPTION>
                                                     SINCE
                                                   INCEPTION*    5 YEARS     3 YEARS      1 YEAR
                                                   ----------    -------     -------      ------
<S>                                                <C>           <C>         <C>         <C>
Investment Division
     AGSPC Social Awareness Division Twelve......     238.18%     153.11%     130.24%      45.99%
Benchmark Comparison
     S&P 500 Index...............................     298.41%     174.71%     134.26%      47.97%
</TABLE>
 
- ---------------
 
* This Division was initiated on October 2, 1989.
 
                                       37
<PAGE>   280
 
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 1, 1988
 
<TABLE>
<CAPTION>
                              STOCK INDEX                                              S&P 500
                              DIVISION TEN                                              INDEX
- ------------------------------------------------------------------------            -------------
<S>                                                        <C>                      <C>
04/01/88.................................................  $      10,000            $      10,000
03/31/89.................................................         11,456                   11,815
03/31/90.................................................         13,391                   14,091
03/31/91.................................................         14,961                   16,122
03/31/92.................................................         16,270                   17,903
03/31/93.................................................         18,537                   20,629
03/31/94.................................................         18,485                   20,932
03/31/95.................................................         21,054                   24,191
03/31/96.................................................         27,487                   31,956
03/31/97.................................................         32,557                   38,297
03/31/98.................................................         47,582                   56,670
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                         (PERIOD ENDED MARCH 31, 1998)
 
<TABLE>
<CAPTION>
                                                  10 YEARS     5 YEARS      3 YEARS       1 YEAR
                                                  --------     --------     --------     --------
<S>                                               <C>          <C>          <C>          <C>
Investment Division
     AGSPC Stock Index Division Ten.............  375.82%      156.69%      126.00%       46.15%
Benchmark Comparison
     S&P 500 Index..............................  466.70%      174.71%      134.26%       47.97%
</TABLE>
 
                                       38
<PAGE>   281
 
   
AMERICAN CENTURY -- TWENTIETH CENTURY ULTRA DIVISION THIRTY-ONE PERFORMANCE
COMPARED TO S&P 500 INDEX
    
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
        ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE APRIL 1, 1988
 
   
<TABLE>
<CAPTION>
                               ULTRA                                          S&P 500
                        DIVISION THIRTY-ONE                                    INDEX
- --------------------------------------------------------------------          -------
<S>                                                          <C>              <C>
04/01/88...................................................  $10,000          $10,000
03/31/89...................................................   11,977           11,815
03/31/90...................................................   13,142           14,091
03/31/91...................................................   20,926           16,122
03/31/92...................................................   25,530           17,903
03/31/93...................................................   27,456           20,629
03/31/94...................................................   32,524           20,932
03/31/95...................................................   33,052           24,191
03/31/96...................................................   43,785           31,956
03/31/97...................................................   47,294           38,297
03/31/98...................................................   68,305           56,670
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                         (PERIOD ENDED MARCH 31, 1998)
 
   
<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..............   583.05%      148.78%      106.66%       44.43%
Benchmark Comparison
     S&P 500 Index............................   466.70%      174.71%      134.26%       47.97%
</TABLE>
    
 
   
    
 
                                       39
<PAGE>   282
 
AMERICAN GENERAL BALANCED DIVISION FORTY-TWO PERFORMANCE COMPARED TO S&P 500
INDEX AND LEHMAN BROTHERS GOVERNMENT AND CORPORATE INDEX
 
     Since the Fund recently commenced operations no actual performance history
exists.
 
AMERICAN GENERAL CONSERVATIVE GROWTH LIFESTYLE DIVISION FIFTY
 
     Since the Fund recently commenced operations no actual performance history
exists.
 
AMERICAN GENERAL CORE BOND DIVISION FIFTY-EIGHT PERFORMANCE COMPARED TO
LEHMAN BROTHERS AGGREGATE INDEX
 
     Since the Fund recently commenced operations no actual performance history
exists.
 
AMERICAN GENERAL DOMESTIC BOND DIVISION FORTY-THREE PERFORMANCE COMPARED TO
LEHMAN BROTHERS GOVERNMENT AND CORPORATE INDEX
 
     Since the Fund recently commenced operations no actual performance history
exists.
 
AMERICAN GENERAL GROWTH LIFESTYLE DIVISION FORTY-EIGHT
 
     Since the Fund recently commenced operations no actual performance history
exists.
 
AMERICAN GENERAL HIGH YIELD BOND DIVISION SIXTY PERFORMANCE COMPARED TO
SALOMON, SMITH BARNEY EXTENDED HIGH YIELD MARKET INDEX
 
     Since the Fund recently commenced operations no actual performance history
exists.
 
AMERICAN GENERAL INTERNATIONAL GROWTH DIVISION THIRTY-THREE PERFORMANCE COMPARED
TO SALOMON PRIMARY MARKET INDEX WORLD
 
     Since the Fund recently commenced operations no actual performance history
exists.
 
AMERICAN GENERAL INTERNATIONAL VALUE DIVISION THIRTY-FOUR
PERFORMANCE COMPARED TO SALOMON PRIMARY MARKET INDEX WORLD
 
     Since the Fund recently commenced operations no actual performance history
exists.
 
AMERICAN GENERAL LARGE CAP GROWTH DIVISION THIRTY-NINE PERFORMANCE COMPARED TO
RUSSELL 1000 INDEX
 
     Since the Fund recently commenced operations no actual performance history
exists.
 
AMERICAN GENERAL LARGE CAP VALUE DIVISION FORTY PERFORMANCE COMPARED TO
RUSSELL 1000 INDEX
 
     Since the Fund recently commenced operations no actual performance history
exists.
 
                                       40
<PAGE>   283
 
AMERICAN GENERAL MID CAP GROWTH DIVISION THIRTY-SEVEN PERFORMANCE COMPARED TO
S&P MIDCAP 400 INDEX
 
   
     Since the Fund recently commenced operations no actual performance history
exists.
    
 
   
AMERICAN GENERAL MID CAP VALUE DIVISION THIRTY-EIGHT PERFORMANCE COMPARED TO
    
S&P MIDCAP 400 INDEX
 
   
     Since the Fund recently commenced operations no actual performance history
exists.
    
 
   
AMERICAN GENERAL MODERATE GROWTH LIFESTYLE DIVISION FORTY-NINE
    
 
   
     Since the Fund recently commenced operations no actual performance history
exists.
    
 
AMERICAN GENERAL MONEY MARKET DIVISION FORTY-FOUR PERFORMANCE COMPARED TO
CERTIFICATE OF DEPOSIT PRIMARY OFFERING BY NEW YORK CITY BANKS, 30 DAY INDEX
(PRIMARY CD INDEX)
 
   
     Since the Fund recently commenced operations no actual performance history
exists.
    
 
   
AMERICAN GENERAL SMALL CAP GROWTH DIVISION THIRTY-FIVE PERFORMANCE COMPARED TO
    
RUSSELL 2000 INDEX
 
   
     Since the Fund recently commenced operations no actual performance history
exists.
    
 
   
AMERICAN GENERAL SMALL CAP VALUE DIVISION THIRTY-SIX PERFORMANCE COMPARED TO
    
RUSSELL 2000 INDEX
 
   
     Since the Fund recently commenced operations no actual performance history
exists.
    
 
AMERICAN GENERAL SOCIALLY RESPONSIBLE DIVISION FORTY-ONE PERFORMANCE COMPARED TO
S&P 500 INDEX
 
   
     Since the Fund recently commenced operations no actual performance history
exists.
    
 
   
AMERICAN GENERAL STRATEGIC BOND DIVISION FIFTY-NINE PERFORMANCE COMPARED TO
    
   
LEHMAN BROTHERS AGGREGATE INDEX
    
 
   
     Since the Fund recently commenced operations no actual performance history
exists.
    
 
                                       41
<PAGE>   284
 
DREYFUS SMALL CAP DIVISION EIGHTEEN PERFORMANCE COMPARED TO RUSSELL 2000 INDEX
 
                      HYPOTHETICAL $10,000 ACCOUNT VALUE*
       ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE AUGUST 31, 1990
 
<TABLE>
<CAPTION>
                        DREYFUS SMALL CAP                                  RUSSELL 2000
                        DIVISION EIGHTEEN                                     INDEX
- -----------------------------------------------------------------          ------------
<S>                                                      <C>               <C>
08/31/90...............................................  $ 10,000            $10,000
03/31/91...............................................    12,859             12,433
03/31/92...............................................    30,754             15,044
03/31/93...............................................    49,615             17,280
03/31/94...............................................    74,397             19,176
03/31/95...............................................    82,470             20,234
03/31/96...............................................   104,542             26,112
03/31/97...............................................   106,926             27,446
03/31/98...............................................   146,524             38,977
</TABLE>
 
                  CUMULATIVE RETURN COMPARED TO MARKET INDEX*
                         (PERIOD ENDED MARCH 31, 1998)
 
<TABLE>
<CAPTION>
                                               SINCE INCEPTION*     5 YEARS      3 YEARS       1 YEAR
                                               ----------------     -------      -------       ------
<S>                                            <C>                  <C>          <C>          <C>
Investment Division
     Dreyfus Small Cap Division Eighteen.....     1,365.24%          195.32%       77.67%       37.03%
Benchmark Comparison
     Russell 2000 Index......................       289.77%          125.55%       92.63%       42.01%
</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.
 
                                       42
<PAGE>   285
 
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 APRIL 1, 1988
 
<TABLE>
<CAPTION>
                          FOUNDERS GROWTH                                      S&P 500
                          DIVISION THIRTY                                       INDEX
- -------------------------------------------------------------------            --------
<S>                                                        <C>                 <C>
04/01/88.................................................  $10,000             $10,000
03/31/89.................................................   11,154              11,815
03/31/90.................................................   13,300              14,091
03/31/91.................................................   14,811              16,122
03/31/92.................................................   17,452              17,903
03/31/93.................................................   20,212              20,629
03/31/94.................................................   23,598              20,932
03/31/95.................................................   24,649              24,191
03/31/96.................................................   34,670              31,956
03/31/97.................................................   37,983              38,297
03/31/98.................................................   53,736              56,670
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                         (PERIOD ENDED MARCH 31, 1998)
 
<TABLE>
<CAPTION>
                                                10 YEARS     5 YEARS      3 YEARS       1 YEAR
                                                --------     -------      -------       ------
<S>                                             <C>          <C>          <C>          <C>
Investment Division
     Founders Growth Division Thirty..........   437.36%      165.86%      118.00%       41.47%
Benchmark Comparison
     S&P 500 Index............................   466.70%      174.71%      134.26%       47.97%
</TABLE>
 
                                       43
<PAGE>   286
 
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 AUGUST 3, 1993
    
 
   
<TABLE>
<CAPTION>
                           GUARDIAN TRUST                                      S&P 500
                        DIVISION TWENTY-NINE*                                   INDEX
- ---------------------------------------------------------------------          --------
<S>                                                          <C>               <C>
08/03/93...................................................  $10,000           $10,000
03/31/94...................................................   10,455            10,115
03/31/95...................................................   11,755            11,690
03/31/96...................................................   14,510            15,442
03/31/97...................................................   16,401            18,506
03/31/98...................................................   21,661            27,384
</TABLE>
    
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                         (PERIOD ENDED MARCH 31, 1998)
 
   
<TABLE>
<CAPTION>
                                                                SINCE
                                                              INCEPTION    3 YEARS    1 YEAR
                                                              ---------    -------    ------
<S>                                                           <C>          <C>        <C>
Investment Division
     Neuberger&Berman Guardian Trust Division Twenty-Nine...   116.61%      84.26%    32.07%
Benchmark Comparison
     S&P 500 Index..........................................   173.84%     134.26%    47.97%
</TABLE>
    
 
- ---------------
 
   
* Neuberger&Berman Guardian Trust ("Trust") started operating on August 3, 1993.
  Neuberger&Berman Management Incorporated, the manager for the Trust,
  voluntarily bears certain expenses of the Trust. This arrangement can be
  terminated on sixty days' notice. Please see the prospectus for further
  details.
    
 
                                       44
<PAGE>   287
 
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 APRIL 1, 1988
 
<TABLE>
<CAPTION>
                                                                MSCI
                   GLOBAL GROWTH                               WORLD            S&P 500
               DIVISION TWENTY-EIGHT                           INDEX             INDEX
- ----------------------------------------------------          --------          --------
<S>                                         <C>               <C>               <C>
04/01/88..................................  $10,000           $10,000           $10,000
03/31/89..................................   10,759            11,297            11,815
03/31/90..................................   12,233            11,038            14,091
03/31/91..................................   12,820            11,742            16,122
03/31/92..................................   13,194            11,614            17,903
03/31/93..................................   14,335            13,015            20,629
03/31/94..................................   16,918            14,774            20,932
03/31/95..................................   16,792            16,151            24,191
03/31/96..................................   20,619            19,385            31,956
03/31/97..................................   22,709            21,199            38,297
03/31/98..................................   29,021            27,974            56,670
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                         (PERIOD ENDED MARCH 31, 1998)
 
<TABLE>
<CAPTION>
                                                      10 YEARS     5 YEARS      3 YEARS       1 YEAR
                                                      --------     -------      -------       ------
<S>                                                   <C>          <C>          <C>          <C>
Investment Division
     Putnam Global Growth
       Division Twenty-Eight........................    190.21%      102.46%       72.83%       27.80%
Benchmark Comparison
     MSCI World Index...............................    179.74%      114.94%       73.20%       31.96%
     S&P 500 Index..................................    466.70%      174.71%      134.26%       47.97%
</TABLE>
 
                                       45
<PAGE>   288
 
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
03/31/91...................................................   13,862            11,872
03/31/92...................................................   18,904            13,183
03/31/93...................................................   22,594            15,190
03/31/94...................................................   28,587            15,414
03/31/95...................................................   33,533            17,814
03/31/96...................................................   47,909            23,532
03/31/97...................................................   44,535            28,201
03/31/98...................................................   67,828            41,730
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                         (PERIOD ENDED MARCH 31, 1998)
 
<TABLE>
<CAPTION>
                                                        SINCE
                                                      INCEPTION*     5 YEARS      3 YEARS       1 YEAR
                                                      ----------     -------      -------       ------
<S>                                                   <C>            <C>          <C>          <C>
Investment Division
     Putnam New Opportunities
       Division Twenty-Six..........................     578.28%       200.20%      102.28%       52.30%
Benchmark Comparison
     S&P 500 Index..................................     317.30%       174.71%      134.26%       47.97%
</TABLE>
 
- ---------------
 
 * The Fund underlying this Division was initiated on August 31, 1990.
 
                                       46
<PAGE>   289
 
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 APRIL 1, 1988
 
<TABLE>
<CAPTION>
               OTC & EMERGING GROWTH                          RUSSELL           S&P 500
               DIVISION TWENTY-SEVEN                            2000             INDEX
- ----------------------------------------------------          --------          --------
<S>                                         <C>               <C>               <C>
04/01/88..................................  $10,000           $10,000           $10,000
03/31/89..................................   10,903            11,307            11,815
03/31/90..................................   12,599            11,931            14,091
03/31/91..................................   14,156            12,750            16,122
03/31/92..................................   15,805            15,428            17,903
03/31/93..................................   17,933            17,722            20,629
03/31/94..................................   22,062            19,666            20,932
03/31/95..................................   25,845            20,751            24,191
03/31/96..................................   38,746            26,779            31,956
03/31/97..................................   31,656            28,147            38,297
03/31/98..................................   47,693            39,973            56,670
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                         (PERIOD ENDED MARCH 31, 1998)
 
<TABLE>
<CAPTION>
                                                10 YEARS     5 YEARS      3 YEARS       1 YEAR
                                                --------     -------      -------       ------
<S>                                             <C>          <C>          <C>          <C>
Investment Division
     Putnam OTC & Emerging Growth
       Division Twenty-Seven..................   376.93%      165.94%       84.54%       50.66%
Benchmark Comparison
     Russell 2000 Index.......................   299.73%      125.55%       92.63%       42.01%
     S&P 500 Index............................   466.70%      174.71%      134.26%       47.97%
</TABLE>
 
SCUDDER GROWTH AND INCOME DIVISION TWENTY-ONE PERFORMANCE COMPARED TO S&P 500
INDEX
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
        ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE APRIL 1, 1988
 
<TABLE>
<CAPTION>
                      SCUDDER GROWTH AND INCOME                                S&P 500
                         DIVISION TWENTY-ONE                                    INDEX
- ---------------------------------------------------------------------          --------
<S>                                                          <C>               <C>
04/01/88...................................................  $10,000           $10,000
03/31/89...................................................   11,359            11,815
03/31/90...................................................   12,433            14,091
03/31/91...................................................   14,056            16,122
03/31/92...................................................   16,080            17,903
03/31/93...................................................   18,388            20,629
03/31/94...................................................   19,199            20,932
03/31/95...................................................   21,403            24,191
03/31/96...................................................   27,657            31,956
03/31/97...................................................   32,398            38,297
03/31/98...................................................   45,783            56,670
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                         (PERIOD ENDED MARCH 31, 1998)
 
<TABLE>
<CAPTION>
                                                10 YEARS     5 YEARS      3 YEARS       1 YEAR
                                                --------     -------      -------       ------
<S>                                             <C>          <C>          <C>          <C>
Investment Division
     Scudder Growth and Income
       Division Twenty-One....................   357.83%      148.98%      113.91%       41.31%
Benchmark Comparison
     S&P 500 Index............................   466.70%      174.71%      134.26%       47.97%
</TABLE>
 
                                       47
<PAGE>   290
 
T. ROWE PRICE SMALL-CAP STOCK DIVISION FIFTY-ONE PERFORMANCE COMPARED TO
RUSSELL 2000 INDEX
 
   
     T. Rowe Price Small-Cap Stock Division Fifty-One recently commenced
operations. Accordingly, no performance is available for the Division.
    
 
TEMPLETON ASSET ALLOCATION DIVISION NINETEEN PERFORMANCE COMPARED TO MSCI WORLD
INDEX,
SALOMON BROTHERS WORLD GOVERNMENT BOARD 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
03/31/89......................................   10,473            11,687        11,125
03/31/90......................................   11,309            11,419        11,215
03/31/91......................................   11,427            12,147        12,336
03/31/92......................................   13,165            12,015        12,882
03/31/93......................................   14,783            13,464        14,453
03/31/94......................................   16,789            15,284        15,955
03/31/95......................................   17,115            16,709        17,593
03/31/96......................................   21,046            20,054        19,902
03/31/97......................................   24,554            21,930        21,101
03/31/98......................................   30,153            28,939        25,226
</TABLE>
 
                  CUMULATIVE RETURN COMPARED TO MARKET INDEX*
                         (PERIOD ENDED MARCH 31, 1998)
 
<TABLE>
<CAPTION>
                                                   SINCE
                                                 INCEPTION*     5 YEARS      3 YEARS       1 YEAR
                                                 ----------     -------      -------       ------
<S>                                              <C>            <C>          <C>          <C>
Investment Division
     Templeton Asset Allocation
       Division Nineteen.......................     201.53%      103.97%       76.18%       22.80%
Benchmark Comparison
     MSCI World Index..........................     189.39%      114.94%       73.20%       31.96%
     Blended Index**...........................     152.26%       74.54%       43.39%       19.55%
</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 Banks, 30 Day Index.
    
 
                                       48
<PAGE>   291
 
TEMPLETON FOREIGN DIVISION THIRTY-TWO PERFORMANCE COMPARED TO EAFE INDEX
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
        ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE APRIL 1, 1988
 
<TABLE>
<CAPTION>
                                FOREIGN                                                 EAFE
                          DIVISION THIRTY-TWO                                           INDEX
- ------------------------------------------------------------------------            -------------
<S>                                                        <C>                      <C>
04/01/88.................................................  $      10,000            $      10,000
03/31/89.................................................         11,654                   11,161
03/31/90.................................................         14,484                    9,870
03/31/91.................................................         14,722                   10,118
03/31/92.................................................         16,169                    9,307
03/31/93.................................................         17,148                   10,387
03/31/94.................................................         21,458                   12,725
03/31/95.................................................         21,427                   13,498
03/31/96.................................................         24,577                   15,162
03/31/97.................................................         28,360                   15,382
03/31/98.................................................         32,043                   18,245
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                         (PERIOD ENDED MARCH 31, 1998)
 
<TABLE>
<CAPTION>
                                                  10 YEARS     5 YEARS      3 YEARS       1 YEAR
                                                  --------     -------      -------       ------
<S>                                               <C>          <C>          <C>          <C>
Investment Division
     Templeton Foreign Division Thirty-Two......   220.43%       86.86%       49.54%       12.99%
Benchmark Comparison
     EAFE Index.................................    82.45%       75.66%       35.17%       18.61%
</TABLE>
 
                                       49
<PAGE>   292
 
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
03/31/93....................................................    9,926        11,055
03/31/94....................................................   13,021        12,550
03/31/95....................................................   12,859        13,720
03/31/96....................................................   15,605        16,467
03/31/97....................................................   18,880        18,007
03/31/98....................................................   23,778        23,762
</TABLE>
 
                  CUMULATIVE RETURN COMPARED TO MARKET INDEX*
                         (PERIOD ENDED MARCH 31, 1998)
 
<TABLE>
<CAPTION>
                                                  SINCE
                                                INCEPTION*     5 YEARS      3 YEARS       1 YEAR
                                                ----------     -------      -------       ------
<S>                                             <C>            <C>          <C>          <C>
Investment Division
     Templeton International Division
       Twenty.................................     137.78%      139.57%       84.92%       25.95%
Benchmark Comparison
     MSCI World Index.........................     137.62%      114.94%       73.20%       31.96%
</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 to determining
  pro forma hypothetical account values and cumulative returns.
 
                                       50
<PAGE>   293
 
VANGUARD LIFESTRATEGY CONSERVATIVE GROWTH PORTFOLIO DIVISION FIFTY-FOUR
 
   
     Vanguard LifeStrategy Conservative Growth Portfolio Division Fifty-Four
recently commenced operations. Accordingly, no performance is available for the
Division.
    
 
                                       51
<PAGE>   294
 
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 APRIL 1, 1988
 
<TABLE>
<CAPTION>
                                                                          MERRILL LYNCH
                       LONG-TERM CORPORATE                               CORPORATE MASTER
                       DIVISION TWENTY-TWO                                    INDEX
- -----------------------------------------------------------------        ----------------
<S>                                                      <C>             <C>
04/01/88...............................................  $10,000             $10,000
03/31/89...............................................   10,527              10,651
03/31/90...............................................   11,576              11,916
03/31/91...............................................   12,933              13,357
03/31/92...............................................   14,600              15,141
03/31/93...............................................   17,085              17,474
03/31/94...............................................   17,450              18,113
03/31/95...............................................   18,081              19,069
03/31/96...............................................   20,234              21,415
03/31/97...............................................   20,604              22,509
03/31/98...............................................   23,974              25,479
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                         (PERIOD ENDED MARCH 31, 1998)
 
   
<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
       Division Twenty-Two............................    139.74%       40.32%       32.59%       16.36%
Benchmark Comparison
     Merrill Lynch Corporate Master Index.............    154.79%       45.82%       33.62%       13.20%
</TABLE>
    
 
                                       52
<PAGE>   295
 
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 APRIL 1, 1988
 
<TABLE>
<CAPTION>
                                                                           LEHMAN BROS.
                                                                          U.S. TREASURY
                     LONG-TERM U.S. TREASURY                                LONG-TERM
                      DIVISION TWENTY-THREE                                   INDEX
- -----------------------------------------------------------------         -------------
<S>                                                      <C>             <C>
04/01/88...............................................  $10,000             $10,000
03/31/89...............................................   10,538              10,614
03/31/90...............................................   11,610              11,957
03/31/91...............................................   12,916              13,549
03/31/92...............................................   14,166              15,163
03/31/93...............................................   16,590              18,103
03/31/94...............................................   16,985              18,704
03/31/95...............................................   17,543              19,574
03/31/96...............................................   19,775              22,428
03/31/97...............................................   19,948              23,069
03/31/98...............................................   23,428              27,842
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                         (PERIOD ENDED MARCH 31, 1998)
 
<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
       Division Twenty-Three..........................    134.28%       41.22%       33.54%       17.45%
Benchmark Comparison
     Lehman Brothers U.S. Treasury
       Long-Term Index................................    178.42%       53.80%       42.24%       20.69%
</TABLE>
 
                                       53
<PAGE>   296
 
VANGUARD LIFESTRATEGY GROWTH PORTFOLIO DIVISION FIFTY-TWO
 
   
     Vanguard LifeStrategy Growth Portfolio Division Fifty-Two recently
commenced operations. Accordingly, no performance is available for the Division.
    
 
VANGUARD LIFESTRATEGY MODERATE GROWTH PORTFOLIO DIVISION FIFTY-THREE
 
   
     Vanguard LifeStrategy Moderate Growth Portfolio Division Fifty-Three
recently commenced operations. Accordingly, no performance is available for the
Division.
    
 
                                       54
<PAGE>   297
 
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 APRIL 1, 1988
 
<TABLE>
<CAPTION>
                         VANGUARD/WELLINGTON                                   BLENDED
                        DIVISION TWENTY-FIVE                                    INDEX*
- ---------------------------------------------------------------------          --------
<S>                                                          <C>               <C>
04/01/88...................................................  $10,000           $10,000
03/31/89...................................................   11,378            11,403
03/31/90...................................................   12,437            13,321
03/31/91...................................................   13,525            15,167
03/31/92...................................................   14,852            16,992
03/31/93...................................................   16,927            19,600
03/31/94...................................................   17,342            20,046
03/31/95...................................................   19,214            22,437
03/31/96...................................................   24,039            28,021
03/31/97...................................................   26,823            32,119
03/31/98...................................................   35,014            43,377
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                         (PERIOD ENDED MARCH 31, 1998)
 
<TABLE>
<CAPTION>
                                                 10 YEARS     5 YEARS      3 YEARS       1 YEAR
                                                 --------     -------      -------       ------
<S>                                              <C>          <C>          <C>          <C>
Investment Division
     Vanguard/Wellington Division
       Twenty-Five.............................   250.14%      106.85%       82.23%       30.54%
Benchmark Comparison
     Blended Index*............................   333.77%      121.31%       93.33%       35.05%
</TABLE>
 
- ---------------
 
* The Blended Index reflects an allocation of investments in the following
  indexes: 65% of investments included in the S&P 500 Index and 35% of
  investments included in the Merrill Lynch Corporate Master Index.
 
VANGUARD/WINDSOR II DIVISION TWENTY-FOUR PERFORMANCE COMPARED TO S&P 500 INDEX
 
                       HYPOTHETICAL $10,000 ACCOUNT VALUE
        ANNUAL VALUE OF A $10,000 STIPULATED PAYMENT MADE APRIL 1, 1988
 
<TABLE>
<CAPTION>
                         VANGUARD/WINDSOR II                                   S&P 500
                        DIVISION TWENTY-FOUR                                    INDEX
- ---------------------------------------------------------------------          --------
<S>                                                          <C>               <C>
04/01/88...................................................  $10,000           $10,000
03/31/89...................................................   12,356            11,815
03/31/90...................................................   13,625            14,091
03/31/91...................................................   14,942            16,122
03/31/92...................................................   16,131            17,903
03/31/93...................................................   19,006            20,629
03/31/94...................................................   19,099            20,932
03/31/95...................................................   21,440            24,191
03/31/96...................................................   28,587            31,956
03/31/97...................................................   33,321            38,297
03/31/98...................................................   48,349            56,670
</TABLE>
 
                   CUMULATIVE RETURN COMPARED TO MARKET INDEX
                         (PERIOD ENDED MARCH 31, 1998)
 
<TABLE>
<CAPTION>
                                                10 YEARS     5 YEARS      3 YEARS       1 YEAR
                                                --------     -------      -------       ------
<S>                                             <C>          <C>          <C>          <C>
Investment Division
     Vanguard/Windsor II Division
       Twenty-Four............................   383.49%      154.38%      125.51%       45.10%
Benchmark Comparison
     S&P 500 Index............................   466.70%      174.71%      134.26%       47.97%
</TABLE>
 
                                       55
<PAGE>   298
 
                                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-
 
                                       56
<PAGE>   299
 
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>
 
                                       57
<PAGE>   300
 
                   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.
 
                                       58
<PAGE>   301
 
                        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.
 
     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.
 
                                       59
<PAGE>   302
   
                   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>   303

                   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>   304


                   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>   305
                   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>   306


                   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>   307

                   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>   308

                   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>   309
                   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>   310



                   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>   311

                   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>   312


                   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>   313
                   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>   314

                   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>   315
   
================================================================================
                               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>   316

================================================================================
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>   317

================================================================================
                              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>   318

================================================================================
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>   319

================================================================================
                               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>   320
================================================================================
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>   321

================================================================================
                               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>   322

================================================================================
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>   323

================================================================================
                               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>   324

================================================================================
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>   325

================================================================================
                               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>   326
================================================================================
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>   327
================================================================================
                               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>   328
================================================================================
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>   329
================================================================================
                               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>   330
================================================================================
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>   331
================================================================================
                               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>   332
================================================================================
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>   333
================================================================================
                               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>   334
================================================================================
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>   335
================================================================================
                               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>   336
================================================================================
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>   337
================================================================================
                               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>   338
================================================================================
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>   339
================================================================================
                         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>   340
 
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