<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
American General Series Portfolio Company
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
AMERICAN GENERAL SERIES PORTFOLIO COMPANY
(THE "COMPANY")
Asset Allocation Fund, Capital Conservation Fund, Government Securities Fund,
Growth Fund, Growth & Income Fund, International Equities Fund,
International Government Bond Fund, MidCap Index Fund, Money Market Fund,
Science & Technology Fund, Small Cap Index Fund, Social Awareness Fund, Stock
Index Fund
(The "Funds")
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOVEMBER 10, 1998
The Annual Meeting of Shareholders of the Company (which consists of the
above-referenced Funds) will be held in Meeting Room 1 of The Variable Annuity
Life Insurance Company, Plaza Level, The Woodson Tower, 2919 Allen Parkway,
Houston, Texas on Tuesday, November 10, 1998 at 2:00 p.m. Central Time, for the
following purposes:
1. To elect twelve members of the Board of Directors, each to serve until
his or her successor is duly elected and shall qualify.
2. To ratify the selection of Ernst & Young LLP as independent auditors for
the Company for the fiscal year ending on May 31, 1999.
3. Any other business properly brought before the meeting.
Only shareholders of record at the close of business on September 22, 1998
are entitled to vote at this meeting and any adjournment thereof.
YOU ARE URGED TO EXERCISE YOUR RIGHT TO GIVE VOTING INSTRUCTIONS FOR THE
MEETING BY FILLING IN, DATING AND SIGNING THE ENCLOSED VOTING INSTRUCTION
FORM(S). PLEASE RETURN YOUR VOTING INSTRUCTIONS PROMPTLY.
By Order of the Board of Directors
/s/ THOMAS L. WEST, JR.
------------------------------------
Thomas L. West, Jr.
Chairman of the Board of Directors
American General Series Portfolio
Company
October 16, 1998
2929 Allen Parkway
Houston, Texas 77019
<PAGE> 3
AMERICAN GENERAL SERIES PORTFOLIO COMPANY
2929 ALLEN PARKWAY
HOUSTON, TEXAS 77019
(713) 526-5251
---------------------
PROXY STATEMENT
---------------------
PART 1: OVERVIEW
The accompanying voting instructions ("Proxy") are solicited on behalf of
the Board of Directors (the "Board") of the American General Series Portfolio
Company (the "Company") in connection with shares to be voted at the ANNUAL
MEETING OF SHAREHOLDERS (the "Meeting") of the Company to be held AT 2:00 P.M.
CENTRAL TIME ON NOVEMBER 10, 1998 and at any adjournment thereof. The Board has
fixed the close of business on September 22, 1998 as the record date for the
determination of shareholders, contract owners and participants entitled to
notice of and to vote at the Meeting or any adjournment.
The Company consists of the following Funds (the "Funds"): Asset Allocation
Fund, Capital Conservation Fund, Government Securities Fund, Growth Fund, Growth
& Income Fund, International Equities Fund, International Government Bond Fund,
MidCap Index Fund, Money Market Fund, Science & Technology Fund, Small Cap Index
Fund, Social Awareness Fund, and Stock Index Fund.
THE COMPANY'S MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS TO SHAREHOLDERS
ARE AVAILABLE AT NO COST. TO REQUEST A REPORT, PLEASE CALL THE COMPANY TOLL-FREE
AT 1-800-633-8960 OR WRITE THE VARIABLE ANNUITY LIFE INSURANCE COMPANY ("VALIC")
AT 2929 ALLEN PARKWAY, HOUSTON, TEXAS 77019.
This Proxy Statement was first mailed to shareholders, contract owners and
participants on or about October 16, 1998 to inform them of the two proposals
that are scheduled for a vote at the Meeting:
1. Election of twelve Directors to the Board (discussed in Part 2).
2. Ratification of Ernst & Young, LLP as independent auditors (discussed in
Part 3).
If you attend the Meeting, you also may be asked to vote on other business
matters properly raised at that time. Currently, the Board does not know of any
such matters other than those presented in this proxy statement. If any other
business should properly come before the Meeting, the separate accounts, which
are the investment vehicles that fund your contract, will vote on them using
their best judgement.
This proxy statement also provides information about:
The Funds and the Investment Adviser (discussed in Part 4); and
The Meeting and Proxy Voting (discussed in Part 5).
<PAGE> 4
PART 2: ELECTION OF DIRECTORS
A. BACKGROUND
Pursuant to the Company's Bylaws, twelve directors are to be elected at the
Meeting, each to serve until his or her successor is duly elected and shall
qualify. The nominees listed below have consented to being named in this
statement, to stand for election and to serve if elected. If any of the nominees
listed below should not be available for election due to unforeseen
circumstances, it is the intention of the persons named in the proxy to vote for
such other person or persons as the Board may recommend. Any vacancy resulting
from failure to elect any nominee will be filled in accordance with the
Investment Company Act of 1940 ("1940 Act") and the Company's Articles of
Incorporation and Bylaws.
All current members of the Board will stand for re-election except two
directors, Messrs. Joe Osborne and Peter Tuters. Mr. Osborne serves as Executive
Vice President of the Company and Executive Vice President of Marketing and
Director of VALIC and American General Annuity Insurance Company ("AGAIC") and
Mr. Tuters is Senior Investment Officer of the Company and Vice President and
Investment Officer of VALIC and AGAIC.
This part of the proxy statement provides information about:
- Nominees for Director
- Beneficial Ownership of each Fund by Management
- Board of Directors' Meetings and Committees
- Executive Compensation
B. NOMINEES FOR DIRECTOR
<TABLE>
<CAPTION>
POSITIONS WITH BUSINESS EXPERIENCE
NAME AND BIRTH DATE COMPANY AND TERM DURING THE PAST 5 YEARS
------------------- ---------------- -----------------------
<S> <C> <C>
Thomas L. West, Jr.* Chairman since 1998, Chairman of the Board and Chief
06/07/37 Director and Executive Executive Officer (1997 - Present),
Vice President since 1994 Director and Executive Vice President
(1994 - 1997) and President
(1994 - 1998), VALIC and Chairman of
the Board and Chief Executive Officer
(1997 - Present) AGAIC. Formerly,
Senior Vice President -- Annuity
Business Unit, Aetna Life Insurance &
Annuity Co. (1987-1994).(4)
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
POSITIONS WITH BUSINESS EXPERIENCE
NAME AND BIRTH DATE COMPANY AND TERM DURING THE PAST 5 YEARS
------------------- ---------------- -----------------------
<S> <C> <C>
John A. Graf* President since 1998 President and Director, VALIC and
09/14/59 AGAIC (1998 to Present). Director, Boy
Scouts of America. Formerly, Director
(1993-1998), President and Chief
Executive Officer (1997-1998), Vice
Chairman (1996 - 1997), Chief
Marketing Officer (1993 - 1997) and
Executive Vice President (1993 -1996),
Western National Life Insurance
Corporation and Senior Vice President,
Conseco, Inc. (1987-1993).(4)
Craig R. Rodby* Executive Vice President Vice Chairman (1997 - Present) and
07/05/49 since 1998 Chief Financial Officer
(1998 - Present), VALIC and AGAIC
(1998 - Present). Formerly, Senior
Vice President -- Financial
Management, ReliaStar (1994-1997) and
President and Chief Executive Officer,
Northern Life Insurance Company (1990-
1994).(3)(4)
Dr. Judith L. Craven N/A Physician, Administrator; President,
10/06/45 United Way of Texas Gulf Coast
(1992-1998); Director, A.H. Belo
Corporation (1993-Present); Director,
Sysco Corporation (1996-Present);
Director, Sisters of Charity of the
Incarnate Word (1996-Present).(4)
Dr. Timothy J. Ebner N/A Professor, Departments of Neurosurgery
07/15/49 and Physiology, University of
Minnesota (1991-Present). Formerly,
Consultant EMPI Inc. (1994-1995) and
Medtronic Inc. (1997-1998).(4)
Judge Gustavo E. Gonzales, Jr. N/A Municipal Court Judge, Dallas, Texas;
7/27/40 Director, Downtown Dallas YMCA Board
(1996-Present); Director, Dallas
Easter Seals Society
(1997-Present).(4)
Dr. Norman Hackerman Director since 1984 Chairman -- Scientific Advisory Board
3/02/12 for The Robert A. Welch Foundation
(1983-Present); Director,
Electro-source, Inc.; President
Emeritus, Rice University, Houston,
Texas. Formerly, Professor Emeritus,
University of Texas, Austin, Texas
(1970-1985).(1)(2)(3)(4)
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
POSITIONS WITH BUSINESS EXPERIENCE
NAME AND BIRTH DATE COMPANY AND TERM DURING THE PAST 5 YEARS
------------------- ---------------- -----------------------
<S> <C> <C>
Dr. John Wm. Lancaster Director since 1984 Retired. Pastor Emeritus and Director
12/15/23 of Planned Giving, First Presbyterian
Church, Houston, Texas. Formerly,
Pastor, First Presbyterian Church,
Houston, Texas (1961-1990).(3)(4)
Ben H. Love Director since 1991 Retired. Formerly, Director,
9/26/30 Mid-American (1993-1997) and Chief
Executive, Boy Scouts of America.
(1985-1993).(3)(4)
Dr. John E. Maupin, Jr. N/A President, Meharry Medical College,
10/28/46 Nashville, Tennessee; Nashville
Advisory Board Member, First American
National Bank (1996-Present);
Director, Monarch Dental Corporation
(1997-Present). Formerly, Executive
Vice President, Morehouse School of
Medicine Atlanta, Georgia
(1989-1994).(4)
Dr. F. Robert Paulsen Director since 1985 Dean Emeritus and Professor Emeritus,
7/05/22 College of Higher Education,
University of Arizona, Tucson,
Arizona. Formerly, Dean and Professor,
University of Connecticut, Storrs,
Connecticut and Carnegie Fellow,
University of Michigan, Ann Arbor,
Michigan.(1)(2)(3)(4)
Dr. R. Miller Upton Director since 1984 Consultant; President Emeritus, Beloit
12/27/16 College, Beloit, Wisconsin. Formerly,
Director, Home Life Insurance Company
of New York (1961-1991) and Director,
Household International, Inc.
(1965-1989). (1)(2)(3)(4)
</TABLE>
- ---------------
* Interested persons of the Company as defined in the 1940 Act, specifically
because of their capacity as officers, directors or consultants of the
Company, VALIC or American General Corporation.
(1) Retired Managing General Partner of Van Kampen American Capital Exchange
Fund.
(2) Retired Trustee of Van Kampen American Capital Bond Fund, Inc., Van Kampen
American Capital Income Trust, Van Kampen American Capital Convertible
Securities Fund, Inc., and Common Sense Trust.
(3) Director of USLIFE Income Fund, Inc., a registered closed-end investment
company advised by VALIC.
(4) Trustee of American General Series Portfolio Company 2 ("ASGPC 2") and
American General Series Portfolio Company 3 ("AGSPC 3"), open-end management
investment companies advised by VALIC.
4
<PAGE> 7
C. BENEFICIAL OWNERSHIP BY MANAGEMENT
The current directors, nominees and officers of the Company and members of
their families, as a group, as of the date of this proxy statement, beneficially
own less than 1% of the common stock of each Fund outstanding.
D. BOARD OF DIRECTORS' MEETINGS AND COMMITTEES
The Board held five meetings during the last fiscal year, one of which was
for independent directors only (i.e., those directors who are not interested
persons of the Company.) Each meeting covered the business of each Fund. It is
expected that the Board will meet, approximately at the same time, four times
each year. The Board has appointed an Audit Committee and a Nominating
Committee, but not a Compensation Committee. The Audit Committee consists of Dr.
Lancaster, Dr. Hackerman, Dr. Paulsen, Dr. Upton and Mr. Love. The Nominating
Committee consists of Dr. Hackerman, Mr. Love and Mr. Osborne.
The Audit Committee, which met twice during the last fiscal year,
recommends to the Board the selection of the independent auditor for the Company
and reviews, with such independent auditor, the scope and results of the annual
audit, reviews the performance of the accounts and considers any comments of the
independent auditor regarding the Company's financial statements or books of
account.
The Nominating Committee met five times during the last fiscal year. The
Nominating Committee is charged with the duties of periodically reviewing the
composition of the Board of Directors, proposing and considering recommendations
with respect to nominees for director and similar matters. Shareholders may
submit written recommendations to the Nominating Committee regarding nominees
for director although the Nominating Committee expects to be able to identify an
ample number of qualified candidates.
All directors attended at least 75% of the aggregate of (1) the total
number of meetings of the Board and (2) the total number of the meetings held by
all committees of the Board on which they served.
E. EXECUTIVE COMPENSATION
Members of the Board receive an annual retainer of $18,000 and $1,500 plus
expenses for each Board meeting attended. Effective July 21, 1998, Board members
participating telephonically in a Board meeting will receive $250.00 for each
meeting. Audit and Nominating Committee members will receive an additional
$250.00 for each committee meeting attended on a date other than the date the
Board of Directors meets. Committee chairs will receive an additional $250.00
for each meeting chaired. Directors who are officers of the Company are not
compensated for their service on the Board. In the fiscal year ended May 31,
1998, the aggregate compensation accrued by all directors, and each of the three
highest paid executive officers of the Company who have aggregate compensation
exceeding $60,000, was $169,365.
The Company has adopted a Directors Retirement Plan ("Plan") for the
payment of retirement benefits to each director who is not an officer, director
or employee of VALIC or any of its affiliates ("Independent Director"). Each
Independent Director is eligible to receive benefits under the Plan upon
retirement at age 67 and before age 67 under certain circumstances. Benefits
payable under the Plan are based upon the highest total annual compensation
received by the retiring Independent Director in the three calendar years
preceding the Independent Director's retirement.
5
<PAGE> 8
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT
BENEFITS ESTIMATED TOTAL
AGGREGATE ACCRUED AS ANNUAL BENEFITS COMPENSATION
COMPENSATION PART OF FUND UPON FROM FUND AND
NAME OF PERSON, POSITION FROM FUND EXPENSES RETIREMENT FUND COMPLEX(3)
------------------------ ------------ ------------ --------------- ----------------
<S> <C> <C> <C> <C>
Dr. Norman Hackerman.................. $33,000 $24,500 (2) $39,073
Dr. John Wm. Lancaster................ 27,000 25,000 (2) 31,073
Ben H. Love........................... 33,000 24,500 (2) 39,073
Joe C. Osborne(1)(4).................. 0 0 0 0
Dr. F. Robert Paulsen................. 27,000 24,500 (2) 31,073
Peter V. Tuters(1)(4)................. 0 0 0 0
Dr. R. Miller Upton................... 25,500 24,500 (2) 29,073
Thomas L. West, Jr.(4)................ 0 0 0 0
</TABLE>
- ---------------
(1) This director is not standing for re-election.
(2) This amount depends upon the years of service to the Company. All current
directors will have served on the Board for at least ten or more years as of
their normal retirement date. Complete years of service earned as of May 31,
1998 are as follows: Dr. Hackerman, Dr. Lancaster, Dr. Paulsen, and Dr.
Upton -- 10 or greater; Mr. Love -- approximately 7 years. The following
table presents a further illustration of estimated benefits at retirement.
PENSION TABLE -- ESTIMATED BENEFITS AT NORMAL RETIREMENT
<TABLE>
<CAPTION>
SERVICE UNDER 5 10 OR MORE
AT RETIREMENT YEARS 6 YEARS 7 YEARS 8 YEARS 9 YEARS YEARS
- ------------- ------- ------- ------- ------- ------- ----------
<S> <C> <C> <C> <C> <C> <C>
Compensation At
Retirement
$20,000............... $10,000 $12,000 $14,000 $16,000 $18,000 $20,000
$30,000............... $15,000 $18,000 $21,000 $24,000 $27,000 $30,000
$40,000............... $20,000 $24,000 $28,000 $32,000 $36,000 $40,000
$50,000............... $25,000 $30,000 $35,000 $40,000 $45,000 $50,000
$60,000............... $30,000 $36,000 $42,000 $48,000 $54,000 $60,000
</TABLE>
(3) The Company's "Fund Complex" includes the Funds, USLIFE Income Fund, a
registered closed-end investment company, and the funds that comprise AGSPC
2 and AGSPC 3, registered open-end management investment companies.
(4) Mr. West, Mr. Osborne and Mr. Tuters were affiliated persons of VALIC during
the past fiscal year and did not receive compensation directly from the
Company.
6
<PAGE> 9
REQUIRED VOTE
The election of Directors requires the vote of a majority of the
shareholders, either present at the Annual Meeting or by proxy, in favor of this
proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" EACH
NOMINEE LISTED ABOVE.
PART 3: RATIFICATION OF AUDITOR
A majority of the Board, including a majority of those members of the Board
who are not "interested persons" of the Company or of The Variable Annuity
Marketing Company ("VAMCO"), the Company's distributor, has selected Ernst &
Young LLP as independent auditor of the Company for the fiscal year ending May
31, 1999, subject to ratification by the shareholders.
Ernst & Young LLP has served as the Company's independent auditor since
1985. Ernst & Young LLP has also acted as independent auditor for VALIC and
VAMCO. The Company has been advised that neither Ernst & Young LLP nor any of
its partners or employees has or have had any direct or indirect financial
interest in or any connection with the Company or any of its affiliates in any
capacity other than as auditor.
During the fiscal year ended May 31, 1998, Ernst & Young LLP performed
solely auditor services for the Company which included examination of the
Company's financial statements, review of annual reports and registration
statements and amendments filed with the SEC, consultation on financial
accounting and reporting matters, and meetings with the Board of Directors'
Audit Committee. The Audit Committee and the Board approved such services before
they were rendered. Ernst & Young LLP's examination of the Company's financial
statements was made in accordance with generally accepted auditing standards and
included such tests of the accounting records and such other auditing procedures
as they considered necessary under the circumstances.
Representatives of the firm of Ernst & Young LLP are expected to be present
at the Annual Meeting of Shareholders and will have an opportunity to make a
statement if they so desire and will be available to respond to appropriate
questions.
REQUIRED VOTE
The ratification of Ernst & Young LLP as the Company's independent auditor
requires the vote of a majority of the shareholders, either present at the
Meeting or by proxy, in favor of this proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE
RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITOR OF THE
COMPANY FOR THE FISCAL YEAR ENDING ON MAY 31, 1999.
7
<PAGE> 10
PART 4: THE FUNDS AND THE INVESTMENT ADVISER
A. BACKGROUND
The Company is an open-end management investment company and currently
consists of thirteen Funds. Each Fund has its own class of common stock and each
outstanding share is entitled to one vote. Individuals cannot invest directly in
these Funds, but participate through the purchase of an annuity contract or
participation in an employer plan with VALIC or one of its affiliates, or
employee thrift plans maintained by VALIC or American General Corporation.
VALIC is a stock life insurance company and serves as the investment
adviser for all thirteen Funds. VALIC is wholly-owned by American General Life
Insurance Company, which is itself a wholly-owned subsidiary of AGC Life
Insurance Company, a wholly-owned subsidiary of American General Corporation.
VAMCO serves as the Company's principal underwriter. VALIC, VAMCO, American
General Corporation, AGC Life Insurance Company and American General Life
Insurance Company are located at 2929 Allen Parkway, Houston, Texas 77019.
B. RECORD OWNERSHIP OF THE FUNDS
All outstanding shares of the Funds are owned of record, in the aggregate,
by VALIC Separate Account A, American General Life Insurance Company Separate
Account A ("AGL Separate Account A"), American General Life Insurance Company
Separate Account D ("AGL Separate Account D") and American General Life
Insurance Company Separate Account VL-R ("AGL Separate Account VL-R"), each of
which is registered with the Securities and Exchange Commission ("SEC") and by
American General Life Insurance Company Separate Account B ("AGL Separate
Account B") which is not registered with the SEC (collectively, the "Separate
Accounts"), the American General Corporation Employees' Thrift and Incentive
Plan ("AGC Employees' Thrift and Incentive Plan"), the American General
Corporation Agents' and Managers' Thrift Plan ("AGC Agents' and Managers' Thrift
Plan") (collectively, the "AGC Thrift Plans") and the VALIC Agents' and
Managers' Thrift Plan ("VALIC Agents' and Managers' Thrift Plan" or "VALIC
Thrift Plan").
As of the record date, the chart below reflects the total number of shares
outstanding, the number of shares of common stock and the percentage of total
outstanding shares of each Fund owned by VALIC Separate Account A, AGL Separate
Account A, AGL Separate Account B, AGL Separate Account D, AGL Separate Account
VL-R, the AGC Employees' Thrift and Incentive Plan, the AGC Agents' and
Managers' Thrift Plan and the VALIC Agents' and Managers' Thrift Plan.
8
<PAGE> 11
<TABLE>
<CAPTION>
ASSET ALLOCATION CAPITAL GOVERNMENT
FUND CONSERVATION FUND SECURITIES FUND GROWTH FUND
-------------------- ------------------- -------------------- --------------------
SHARES % SHARES % SHARES % SHARES %
---------- ------- --------- ------- ---------- ------- ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
VALIC Separate Account A..... 14,665,738 99.951% 6,809,626 100.000% 10,270,779 99.996% 50,439,228 97.810%
AGL Separate Account A....... 7,204 0.049 0 0.000 360 0.004 0 0.000
AGL Separate Account B....... 0 0.000 0 0.000 0 0.000 0 0.000
AGL Separate Account D....... 0 0.000 0 0.000 0 0.000 0 0.000
AGL Separate Account VL-R.... 0 0.000 0 0.000 0 0.000 0 0.000
AGC Agents' & Managers'
Thrift Plan................. 0 0.000 0 0.000 0 0.000 43,501 0.084
AGC Employees' Thrift and
Incentive Plan.............. 0 0.000 0 0.000 0 0.000 1,001,130 1.941
VALIC Agents' and Managers'
Thrift Plan................. 0 0.000 0 0.000 0 0.000 85,029 0.165
---------- ------- --------- ------- ---------- ------- ---------- -------
Total Shares Outstanding... 14,672,942 100.000% 6,809,626 100.000% 10,271,139 100.000% 51,568,888 100.000%
========== ======= ========= ======= ========== ======= ========== =======
<CAPTION>
INTERNATIONAL
GROWTH & INCOME INTERNATIONAL GOVERNMENT BOND
FUND EQUITIES FUND FUND
-------------------- -------------------- --------------------
SHARES % SHARES % SHARES %
---------- ------- ---------- ------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
VALIC Separate Account A..... 13,433,040 100.000% 12,347,782 99.922% 12,964,258 100.000%
AGL Separate Account A....... 0 0.000 0 0.000 0 0.000
AGL Separate Account B....... 0 0.000 0 0.000 0 0.000
AGL Separate Account D....... 0 0.000 5,466 0.044 0 0.000
AGL Separate Account VL-R.... 0 0.000 4,167 0.034 0 0.000
AGC Agents' & Managers'
Thrift Plan................. 0 0.000 0 0.000 0 0.000
AGC Employees' Thrift and
Incentive Plan.............. 0 0.000 0 0.000 0 0.000
VALIC Agents' and Managers'
Thrift Plan................. 0 0.000 0 0.000 0 0.000
---------- ------- ---------- ------- ---------- -------
Total Shares Outstanding... 13,433,040 100.000% 12,357,415 100.000% 12,964,258 100.000%
========== ======= ========== ======= ========== =======
</TABLE>
<TABLE>
<CAPTION>
SCIENCE & SMALL CAP INDEX
MIDCAP INDEX FUND MONEY MARKET FUND TECHNOLOGY FUND FUND
-------------------- --------------------- -------------------- --------------------
SHARES SHARES SHARES SHARES
---------- ------- ----------- ------- ---------- ------- ---------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
VALIC Separate Account A......... 31,209,141 99.979% 227,188,383 99.409% 47,207,892 100.000% 13,498,874 100.000%
AGL Separate Account A........... 1,211 0.004 85,583 0.038 0 0.000 0 0.000
AGL Separate Account B........... 0 0.000 36 0.000 0 0.000 0 0.000
AGL Separate Account D........... 0 0.000 66,288 0.029 0 0.000 0 0.000
AGL Separate Account VL-R........ 5,455 0.017 1,198,368 0.524 0 0.000 0 0.000
AGC Agents' & Managers' Thrift
Plan............................ 0 0.000 0 0.000 0 0.000 0 0.000
AGC Employees' Thrift and
Incentive Plan.................. 0 0.000 0 0.000 0 0.000 0 0.000
VALIC Agents' and Managers'
Thrift Plan..................... 0 0.000 0 0.000 0 0.000 0 0.000
---------- ------- ----------- ------- ---------- ------- ---------- -------
Total Shares Outstanding....... 31,215,807 100.000% 228,538,658 100.000% 47,207,892 100.000% 13,498,874 100.000%
========== ======= =========== ======= ========== ======= ========== =======
<CAPTION>
SOCIAL AWARENESS
FUND STOCK INDEX FUND
-------------------- ---------------------
SHARES SHARES
---------- ------- ----------- -------
<S> <C> <C> <C> <C>
VALIC Separate Account A......... 16,448,947 99.990% 103,625,029 97.080%
AGL Separate Account A........... 0 0.000 1,680,418 1.574
AGL Separate Account B........... 0 0.000 105,986 0.099
AGL Separate Account D........... 1,582 0.010 16,476 0.015
AGL Separate Account VL-R........ 0 0.000 7,378 0.007
AGC Agents' & Managers' Thrift
Plan............................ 0 0.000 23,146 0.022
AGC Employees' Thrift and
Incentive Plan.................. 0 0.000 996,435 0.934
VALIC Agents' and Managers'
Thrift Plan..................... 0 0.000 287,374 0.269
---------- ------- ----------- -------
Total Shares Outstanding....... 16,450,529 100.000% 106,742,242 100.000%
========== ======= =========== =======
</TABLE>
To the Funds' knowledge, no person owns annuity contracts or interests
therein entitling them to give voting instructions regarding as much as 5
percent of the outstanding shares of any Fund.
C. THE EXECUTIVE OFFICERS
The following table identifies the Company's officers and describes their
business experience. All of the officers are affiliated with VALIC and their
business address is 2929 Allen Parkway, Houston, Texas 77019. Each officer
serves until his or her successor is elected and shall qualify.
<TABLE>
<CAPTION>
NAME AND POSITIONS WITH BUSINESS EXPERIENCE DURING
DATE OF BIRTH COMPANY AND TERM THE LAST FIVE YEARS
------------- ---------------- --------------------------
<S> <C> <C>
Thomas L. West, Jr. Chairman since 1998, Director and Chairman of the Board and Chief Executive
06/07/37 Executive Vice President since Officer (1997-Present), Director and
1994 Executive Vice President (1994-1997) and
President (1994-1998), VALIC and Chairman
of the Board and Chief Executive Officer
(1997-Present), AGAIC. Formerly, Senior
Vice President -- Annuity Business Unit,
Aetna Life Insurance & Annuity Co.
(1987-1994).
</TABLE>
9
<PAGE> 12
<TABLE>
<CAPTION>
NAME AND POSITIONS WITH BUSINESS EXPERIENCE DURING
DATE OF BIRTH COMPANY AND TERM THE LAST FIVE YEARS
------------- ---------------- --------------------------
<S> <C> <C>
John A. Graf President since 1998 President and Director, VALIC and AGAIC
09/14/59 (1998 to Present). Director, Boy Scouts of
America. Formerly, Director (1993-1998),
President and Chief Executive Officer
(1997-1998), Vice Chairman (1996-1997),
Chief Marketing Officer (1993 to 1997) and
Executive Vice President (1993-1996),
Western National Life Insurance
Corporation and Senior Vice President,
Conseco, Inc. (1987-1993).
Craig R. Rodby Executive Vice President since Vice Chairman (1997-Present) and Chief
07/05/49 1998 Financial Officer (1998-Present), VALIC
and AGAIC (1998-Present). Formerly, Senior
Vice President -- Financial Management,
ReliaStar (1994-1997) and President and
Chief Executive Officer, Northern Life
Insurance Company (1990-1994).
Michael G. Atnip Executive Vice President since Executive Vice President of Administration
07/08/48 1998 and Information Systems and Director,
VALIC and AGAIC. Formerly, Senior Vice
President, Operations Support, American
General Corporation (1994-1997); Senior
Vice President, Insurance and
Administration, American General Finance
(1991-1993).
Joe C. Osborne Executive Vice President since Executive Vice President of Marketing and
09/17/48 1998, Director 1992-1998 Director, VALIC and AGAIC. Executive Vice
President, VAMCO.
Peter V. Tuters Senior Investment Officer since Executive Vice President, American General
4/18/52 1998, Director since 1993 Investment Management L.P. (1998 to
Present); Vice President and Investment
Officer (1998 to Present), Vice President
and Chief Investment Officer (1993-1998),
VALIC and AGAIC (1998 to Present). Former
Director, VALIC; Senior Investment
Officer, AGSPC 2 and AGSPC 3
(1998-Present); Senior Vice President and
Chief Investment Officer, American General
Corporation (1993-1998).
</TABLE>
10
<PAGE> 13
<TABLE>
<CAPTION>
NAME AND POSITIONS WITH BUSINESS EXPERIENCE DURING
DATE OF BIRTH COMPANY AND TERM THE LAST FIVE YEARS
------------- ---------------- --------------------------
<S> <C> <C>
Maruti D. More' Vice President -- Investments Vice President, American General
02/02/44 since 1998 Investment Management, L.P. (1998 to
Present); Vice President, Investments,
VALIC (1998 to Present). Vice
President -- Investments, AGSPC 2 and
AGSPC 3 (1998 to Present); Portfolio
Manager, American General Corporation
(1996 to 1998). Formerly, Managing
Director, Marketable Securities, Paul
Revere Investment Management Corporation
(1993 to 1995); Senior Portfolio Manager,
Dewey Square Investors; Investment Vice
President, New York Life Insurance
Company.
Teresa S. Moro Vice President and Investment Trader -- VALIC. Formerly, Money Market
8/14/60 Officer since 1990 Trader, VALIC (1986-1990); AIM Management
Group Inc. (1983-1986).
Leon A. Olver Vice President and Investment Portfolio Manager, VALIC (1995 to
6/27/51 Officer since 1995 Present). Formerly, Vice President and
Treasurer, First Heights Bank (1994-1995);
Vice President and Assistant Treasurer,
First Heights Bank (1991-1994); Assistant
Vice President, Pulte Financial Companies
(1984-1991).
William Trimbur, Jr. Vice President and Investment Portfolio Manager, VALIC. Formerly, Second
06/15/51 Officer since 1987 Vice President, VALIC (1985-1990);
Controller, VALIC (1985-1986); Assistant
Controller, VALIC (1982-1985) and
Assistant Treasurer, VALIC (1982-1986).
Brent C. Nelson Vice President since 1987 Senior Vice President, Controller and
07/24/51 Director, VALIC and AGAIC. Formerly, Vice
President and Controller, VALIC
(1990-1994); Controller, VALIC
(1987-1990); Second Vice President and
Controller, VALIC (1986-1987); Second Vice
President -- Fund Operations, VALIC
(1985-1986); Assistant Vice
President -- Controller, Lomas Financial
Security Insurance Co. (1982-1985).
</TABLE>
11
<PAGE> 14
<TABLE>
<CAPTION>
NAME AND POSITIONS WITH BUSINESS EXPERIENCE DURING
DATE OF BIRTH COMPANY AND TERM THE LAST FIVE YEARS
------------- ---------------- --------------------------
<S> <C> <C>
Cynthia A. Toles Vice President since 1998 and Senior Vice President, General Counsel and
03/28/51 Secretary since 1985 Secretary, VALIC (1998 to Present) and
AGAIC (1998 to Present). Director and
Secretary, VAMCO. Formerly, Senior
Associate General Counsel and Secretary,
VALIC (1990-1998); Vice President,
Associate General Counsel & Secretary,
VALIC (1988-1989); Second Vice President,
Associate General Counsel and Assistant
Secretary, VALIC (1986-1988); Assistant
Vice President, Assistant General Counsel
and Assistant Secretary, VALIC
(1983-1986); Vice President and Secretary,
AGSPC 2 and AGSPC 3 (1998-Present).
Nori L. Gabert Vice President since 1998 and Associate General Counsel, VALIC (1997 to
08/15/53 Assistant Secretary since 1997 Present). Formerly, Of Counsel, Winstead
Sechrest & Minick P.C. (1997); Vice
President and Associate General Counsel of
Van Kampen American Capital, Inc.
(1981-1996).
Cynthia A. Gibbons Assistant Vice President since Senior Compliance Analyst, VALIC (1996 to
12/06/67 1998 Present). Assistant Vice President, AGSPC
2 and AGSPC 3 (1998-Present); Assistant
Vice President, AGA Series Trust
(1998-Present).
Gregory R. Seward Treasurer since 1991 Vice President -- Variable Product
06/27/56 Accounting (1998 to Present) and Assistant
Controller (1991 to 1998), VALIC and AGAIC
(1998 to Present). Treasurer, AGSPC 2 and
AGSPC 3 (1998 to Present). Formerly,
Controller, Avanti Health Systems, Inc.
(1988-1991); Reports Manager, American
Capital Asset Management, Inc.
(1986-1988); Senior Auditor, Price
Waterhouse (1982-1986).
Jaime M. Sepulveda Assistant Treasurer since 1998 Director -- Variable Product Accounting
01/09/52 and Financial Reporting, VALIC (1998 to
Present). Assistant Treasurer, AGSPC 2 and
AGSPC 3 (1998 to Present). Formerly,
Accounting Manager, Metro Networks, Inc.
(1997-1998); Controller and Investment
Officer, Port of Houston Authority
(1994-1997); Chief Financial Officer,
Intile Designs, Inc. (1993-1994).
</TABLE>
12
<PAGE> 15
<TABLE>
<CAPTION>
NAME AND POSITIONS WITH BUSINESS EXPERIENCE DURING
DATE OF BIRTH COMPANY AND TERM THE LAST FIVE YEARS
------------- ---------------- --------------------------
<S> <C> <C>
Earl E. Allen, Jr. Assistant Treasurer since 1998 Manager -- Fund Reporting, VALIC.
03/16/60 Formerly, Senior Auditor, Texas Treasury
Department; Manager, American General
Corporation; Assistant Vice President,
Texas Commerce Bank.
Kathryn A. Pearce Controller since 1996 Associate Director of Fund Accounting,
02/05/47 VALIC (1996 to Present). Controller, AGSPC
2 and AGSPC 3 (1998 to Present). Formerly,
Supervisor -- Mutual Fund Accounting, Van
Kampen American Capital, Inc. (1977-1996).
Donna L. Hathaway Assistant Controller since 1998 Manager -- Variable Product Accounting,
09/17/64 VALIC. Formerly, Gas Revenue Accountant,
Texaco, Inc.; Accounting Manager, Hewitt
Associates, LLC; Revenue Accounting
Manager, Trans Texas Gas.
</TABLE>
PART 5: THE MEETING AND PROXY VOTING
This section provides information on various topics relating to the Meeting
and proxy voting.
VOTING PROCEDURES. The Separate Accounts fund variable annuity contracts
("contracts") issued respectively by VALIC and American General Life Insurance
Company ("AGL"). VALIC, itself and through its Separate Account A; AGL, through
its AGL Separate Accounts A, B, D and VL-R; the AGC Thrift Plans; and the VALIC
Thrift Plan together hold all of the Funds' shares entitled to vote.
VALIC and AGL each will vote the Fund shares held by its respective
registered Separate Account in accordance with instructions from contract owners
having values allocated to any of the Funds, as provided in the contracts. VALIC
and AGL each will vote the Funds' shares for which no instructions are received
in the same proportion, respectively, as to which instructions are received with
respect to its Separate Account.
Shares held by VALIC will be voted for or against or in abstention with
respect to each proposal in the same proportion as shares for which no
instructions are received by VALIC Separate Account A. Shares of each Fund held
by AGL Separate Account B, by the AGC Thrift Plans and by the VALIC Thrift Plan
will be voted for or against or in abstention with respect to proposal in the
same proportion as each Fund's shares are voted.
VOTING RIGHTS. Each contract participant (other than participants under
VALIC contracts issued in connection with non-qualified and unfunded deferred
compensation plans or AGL contracts issued in connection with a deferred
compensation plan) has the right to give instructions as to how shares of the
Fund attributable to the participant's account should be voted, notwithstanding
that the contract owner may be the participant's employer. Contract owners will
instruct the Separate Accounts in accordance with such instructions. Fractional
shares also will be voted in accordance with instructions received.
13
<PAGE> 16
The number of shares which are deemed attributable to a participant's
account is based on the value of accumulation units credited to the
participant's account as of the record date, which is September 22, 1998. Each
outstanding share is entitled to one vote on all matters that shareholders vote
on.
QUORUM. In order for the Meeting to go forward, a majority of the Company's
shares must be represented by the Separate Accounts at the Meeting -- either in
person or by proxy -- to constitute a quorum.
SHAREHOLDER PROPOSALS. Any shareholder proposal intended to be presented at
the next annual meeting must be received by the Company for inclusion in the
Company's proxy statement relating to that meeting within a reasonable time
before the solicitation is made.
ADJOURNMENT. In the event that sufficient votes in favor of the proposals
set forth in the Notice of the Annual Meeting and Proxy Statement are not
received by the time scheduled for the Meeting, the Separate Accounts may move
for one or more adjournments of the Meeting for a period or periods of not more
than 60 days in the aggregate to permit further solicitation of Proxies with
respect to any such proposals. Any such adjournment will require the affirmative
vote of a majority of the shares present at the Meeting.
PROXY SOLICITATION COSTS. The Company will bear the cost of this Proxy
solicitation, including the printing and mailing of the Proxy materials.
REVOKING VOTING INSTRUCTIONS. A contract owner or participant who has given
voting instructions may revoke them only through the Separate Account prior to
the date of the Meeting.
By Order of the Board of Directors
/s/ THOMAS L. WEST, JR.
------------------------------------
Thomas L. West, Jr.
Chairman of the Board of Directors
October 16, 1998
14
<PAGE> 17
<TABLE>
<CAPTION>
<S> <C> <C>
AMERICAN GENERAL SERIES PORTFOLIO COMPANY PROXY SOLICITED ON BEHALF
AMERICAN GENERAL SERIES PORTFOLIO COMPANY OF THE BOARD OF DIRECTORS
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS NOVEMBER 10, 1998 OF AMERICAN GENERAL SERIES
PORTFOLIO COMPANY
The undersigned shareholder of the above-referenced fund, (the "Fund"), a series of American General Series Portfolio Company (the
"Company"), hereby votes all the shares of the Fund which the undersigned is entitled to vote as of September 22, 1998, the record
date, at the Annual Meeting of Shareholders of the Company to be held in Meeting Room No. 1 of The Variable Annuity Life Insurance
Company, Plaza Level, The Woodson Tower, at 2919 Allen Parkway, Houston, Texas 77019, on Tuesday, November 10, 1998 at 2:00 p.m.,
Central time, and any adjournments thereof.
PLEASE COMPLETE, SIGN, DATE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE
Date _____________________, 1998
NOTE: Please sign exactly as your name appears on this
Proxy. When signing in a fiduciary capacity, such as
executor, administrator, trustee, attorney, guardian,
etc., pleas so indicate. Corporate and partnership
proxies should be signed by an authorized person
indicating the person's title.
-------------------------------------------------------
-------------------------------------------------------
Signature(s) (Title(s), if applicable)
VALIC
</TABLE>
<PAGE> 18
UNLESS OTHERWISE SPECIFIED IN THE SQUARES PROVIDED, THE UNDERSIGNED'S VOTE WILL
BE CAST FOR EACH NUMBERED ITEM LISTED BELOW. ALL ITEMS ARE PROPOSED BY AMERICAN
GENERAL SERIES PORTFOLIO COMPANY.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU
VOTE "FOR" EACH OF THE FOLLOWING PROPOSALS:
PLEASE INDICATE YOUR VOTE BY FILLING IN THE APPROPRIATE BOX(ES) BELOW.
FOR AGAINST
all nominees all nominees
1. To elect twelve members of the Board listed (except listed (except
of Directors, each to serve until his as marked to the as marked to the
or her successor is duly elected and contrary below) contrary below)
shall qualify. [ ] [ ]
Nominees: Dr. Judith L. Craven, Dr. Timothy J. Ebner,
Judge Gustavo E. Gonzales, Jr., John A. Graf,
Dr. Norman Hackerman, Dr. John Wm. Lancaster, Ben H. Love,
Dr. John E. Maupin, Jr., Dr. F. Robert Paulsen, Craig R. Rodby,
Dr. R. Miller Upton, and Thomas L. West, Jr.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, LINE
THROUGH OR OTHERWISE STRIKE OUT THAT NOMINEE'S NAME.
2. To ratify the selection of FOR AGAINST ABSTAIN
Ernst & Young LLP as independent [ ] [ ] [ ]
auditors for the Company for
the fiscal year ending on
May 31, 1999.
3. Any other business properly brought
before the meeting.
VALICP98
<PAGE> 19
AMERICAN GENERAL SERIES PORTFOLIO COMPANY VOTING INSTRUCTION FORM
THESE VOTING INSTRUCTIONS ARE SOLICITED BY THE BOARD OF DIRECTORS (THE "BOARD")
OF THE AMERICAN GENERAL SERIES PORTFOLIO COMPANY (THE "COMPANY") IN CONNECTION
WITH SHARES TO BE VOTED AT THE ANNUAL MEETING OF SHAREHOLDERS (THE "MEETING").
The undersigned hereby instructs The Variable Annuity Life Insurance Company
Separate Account A ("Separate Account") to vote shares of the appropriate
Fund(s) of the American General Series Portfolio Company attributable to his or
her variable annuity in accordance with his or her instructions at the Annual
Meeting of Shareholders to be held in Meeting Room No. 1 of The Variable Annuity
Life Insurance Company, Plaza Level, The Woodson Tower, 2919 Allen Parkway,
Houston, Texas on Tuesday, November 10, 1998 at 2:00 p.m. Central time, and any
adjournments thereof.
Only shareholders of record at the close of business on September 22, 1998
are entitled to vote at the Meeting and any adjournment thereof.
PLEASE SIGN, DATE AND RETURN ALL VOTING INSTRUCTION FORMS RECEIVED IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
DATE:
------------------------
PLEASE SIGN IN BOX BELOW
The undersigned hereby acknowledges
receipt of the Notice of Annual Meeting
of Shareholders and the related Proxy
Statement.
[ ]
Signature(s) and Title(s), if applicable
VALICP98
<PAGE> 20
UNLESS OTHERWISE SPECIFIED IN THE SQUARES PROVIDED, THE UNDERSIGNED'S VOTE WILL
BE CAST FOR EACH NUMBERED ITEM LISTED BELOW. ALL ITEMS ARE PROPOSED BY AMERICAN
GENERAL SERIES PORTFOLIO COMPANY.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU
VOTE "FOR" EACH OF THE FOLLOWING PROPOSALS:
PLEASE INDICATE YOUR VOTE BY FILLING IN THE APPROPRIATE BOX(ES) BELOW.
FOR AGAINST
all nominees all nominees
1. To elect twelve members of the Board listed (except listed (except
of Directors, each to serve until his as marked to the as marked to the
or her successor is duly elected and contrary below) contrary below)
shall qualify. [ ] [ ]
Nominees: Dr. Judith L. Craven, Dr. Timothy J. Ebner,
Judge Gustavo E. Gonzales, Jr., John A. Graf,
Dr. Norman Hackerman, Dr. John Wm. Lancaster, Ben H. Love,
Dr. John E. Maupin, Jr., Dr. F. Robert Paulsen, Craig R. Rodby,
Dr. R. Miller Upton, and Thomas L. West, Jr.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, LINE
THROUGH OR OTHERWISE STRIKE OUT THAT NOMINEE'S NAME.
2. To ratify the selection of FOR AGAINST ABSTAIN
Ernst & Young LLP as independent [ ] [ ] [ ]
auditors for the Company for
the fiscal year ending on
May 31, 1999.
3. Any other business properly brought
before the meeting.
VALICP98
<PAGE> 21
AMERICAN GENERAL SERIES PORTFOLIO COMPANY
THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
GROUP AUTHORIZATION CARD
THESE VOTING INSTRUCTIONS ARE SOLICITED BY THE BOARD OF DIRECTORS (THE "BOARD")
OF THE AMERICAN GENERAL SERIES PORTFOLIO COMPANY (THE "COMPANY") IN CONNECTION
WITH SHARES TO BE VOTED AT THE ANNUAL MEETING OF SHAREHOLDERS (THE "MEETING").
The undersigned hereby instructs The Variable Annuity Life Insurance
Company Separate Account A ("Separate Account") to vote shares of the
appropriate Fund(s) of the American General Series Portfolio Company in
accordance with the instructions received from Participants under the contract
owned by the undersigned at the Annual Meeting of Shareholders to be held in
Meeting Room No. 1 of The Variable Annuity Life Insurance Company, Plaza Level,
The Woodson Tower, 2919 Allen Parkway, Houston, Texas on Tuesday, November 10,
1998 at 2:00 p.m. Central time, and any adjournments thereof.
With respect to those shares for which instructions have not been received
by the Separate Account, the Separate Account will cast shares in the
affirmative or the negative, or in abstention, in the same proportion as those
shares for which instructions have been received by the Separate Account. Only
shareholders of record at the close of business on September 22, 1998 are
entitled to vote at the Meeting and any adjournment thereof.
PLEASE SIGN, DATE AND RETURN ALL VOTING INSTRUCTION
FORMS RECEIVED IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
DATE:
-----------------------------------
PLEASE SIGN IN BOX BELOW
----------------------------------------
----------------------------------------
Signature(s) and Title(s), if applicable
VALGRP98
<PAGE> 22
IMPORTANT NOTICE
TO AVOID MULTIPLE MAILINGS TO THE SAME PLAN ADMINISTRATOR, WE HAVE INCLUDED
GROUP AUTHORIZATION CARDS FOR ALL YOUR AMERICAN GENERAL SERIES PORTFOLIO
COMPANY FUNDS IN ONE ENVELOPE WHEREVER POSSIBLE.
PLEASE BE SURE TO SIGN AND RETURN ALL GROUP AUTHORIZATION CARDS RECEIVED.
